<PAGE>
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 11, 1996
 
                                                     REGISTRATION NO. 333-
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                   FORM S-3
 
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
 
                               ----------------
 
                                 TENNECO INC.
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
 
                               ----------------
 
               DELAWARE                              76-0233548
                                                  (I.R.S. EMPLOYER
    (STATE OR OTHER JURISDICTION OF              IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)
                               1275 KING STREET
                         GREENWICH, CONNECTICUT 06831
                                (203) 863-1000
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                               ----------------
 
                                KARL A. STEWART
                         VICE PRESIDENT AND SECRETARY
                               1275 KING STREET
                         GREENWICH, CONNECTICUT 06831
                                (203) 863-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
 
                               ----------------
 
  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
  If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
                        CALCULATION OF REGISTRATION FEE
 
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<TABLE>
<CAPTION>
                                                     PROPOSED       PROPOSED
                                                     MAXIMUM        MAXIMUM       AMOUNT OF
     TITLE OF EACH CLASS OF         AMOUNT TO BE  OFFERING PRICE   AGGREGATE     REGISTRATION
   SECURITIES TO BE REGISTERED       REGISTERED     PER SHARE    OFFERING PRICE      FEE
---------------------------------------------------------------------------------------------
<S>                                <C>            <C>            <C>            <C>
Junior Preferred Stock ..........   $275,000,000     100%(1)      $275,000,000     $83,334
---------------------------------------------------------------------------------------------
</TABLE>
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(1) Estimated in accordance with Rule 457 solely for the purpose of
    determining the registration fee.
 
                               ----------------
  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
 
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<PAGE>
 
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A         +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE   +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY  +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT        +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR   +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE      +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE    +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF  +
+ANY SUCH STATE.                                                               +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS (Subject to Completion)
Issued          , 1996
 
                                  $275,000,000
                                  Tenneco Inc.
                             JUNIOR PREFERRED STOCK
 
                                 ------------
 
  Tenneco Inc. ("Tenneco" or the "Company") may offer and issue from time to
time in one or more series its Junior Preferred Stock (the "Junior Preferred
Stock"), without par value, on terms to be determined at the time of sale. The
accompanying Prospectus Supplement will set forth the specific terms of the
Junior Preferred Stock, including, in the case of a particular series of Junior
Preferred Stock, the specific designation, the aggregate number of shares
offered, the dividend rate (or manner of calculation thereof), the dividend
periods (or manner of calculation thereof), the stated value of the shares of
such series, the voting rights of the shares of such series, whether and on
what terms the shares of such series may be redeemed at the option of the
Company, listing (if any) on a securities exchange and any other specific terms
of such series of Junior Preferred Stock being offered. The accompanying
Prospectus Supplement also will set forth the name of and compensation to each
dealer, underwriter or agent (if any) involved in the sale of the Junior
Preferred Stock being offered and the managing underwriters with respect to any
Junior Preferred Stock sold to or through underwriters. Any such underwriters
(and any representative thereof), dealers or agents will include Morgan Stanley
& Co. Incorporated.
 
                                 ------------
 
  SEE "RISK FACTORS" BEGINNING ON PAGE 7, FOR A DISCUSSION OF CERTAIN FACTORS
              THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
 
                                 ------------
 
THESE SECURITIES  HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE  SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
  AND EXCHANGE COMMISSION OR ANY  STATE SECURITIES COMMISSION PASSED UPON THE
  ACCURACY  OR  ADEQUACY  OF  THIS  PROSPECTUS.  ANY  REPRESENTATION  TO  THE
   CONTRARY IS A CRIMINAL OFFENSE.
 
                                 ------------
 
  Junior Preferred Stock may be offered through dealers, underwriters or agents
designated from time to time, as set forth in the accompanying Prospectus
Supplement. Net proceeds to the Company will be the purchase price in the case
of sales to a dealer, the public offering price less discount in the case of
sales to an underwriter or the purchase price less commission in the case of
sales through an agent--in each case, less other expenses attributable to
issuance and distribution. See "Plan of Distribution" for possible
indemnification arrangements for dealers, underwriters and agents.
 
                                 ------------
 
                              MORGAN STANLEY & CO.
                         Incorporated
 
     , 1996
<PAGE>
 
  NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
JUNIOR PREFERRED STOCK BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION.
 
                               ----------------
 
                             AVAILABLE INFORMATION
 
  The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street N.W., Washington, D.C. 20549 or at its Regional Offices located
at Suite 1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661, and at Seven World Trade Center, 13th Floor, New York, New York 10048,
and copies of such material can be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Such reports and other information can be reviewed through
the Commission's Electronic Data Gathering Analysis and Retrieval System,
which is publicly available through the Commission's web site
(http://www.sec.gov). The Company's Common Stock, par value $5.00 per share
(the "Common Stock"), is presently listed on the New York Stock Exchange, Inc.
(the "NYSE"), the Chicago Stock Exchange and the Pacific Stock Exchange, Inc.
Reports, proxy statements and other information concerning the Company can be
inspected at the offices of the NYSE, 20 Broad Street, New York, New York
10005; the Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois
60605; and the Pacific Stock Exchange, Inc., 301 Pine Street, San Francisco,
California 94104 or 618 South Spring Street, Los Angeles, California 90014.
The Company's Common Stock is also presently listed on the Toronto, London,
Paris, Frankfurt, Dusseldorf, Basel, Geneva and Zurich Stock Exchanges.
 
  This Prospectus constitutes a part of a Registration Statement filed by the
Company with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus omits certain of the information contained
in the Registration Statement in accordance with the rules and regulations of
the Commission. Reference is hereby made to the Registration Statement,
including the related exhibits and schedules thereto for further information
with respect to the Company and the Junior Preferred Stock. Statements
contained herein concerning the provisions of any document are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such
reference.
 
  Additional information concerning the Transaction (as defined herein) is
contained in the Joint Proxy Statement/Prospectus of Tenneco and El Paso
Natural Gas Company ("El Paso"), dated     , 1996, included as part of El
Paso's Registration Statement on Form S-4, as amended (File No. 333-10911),
filed with the Commission in connection with the Transaction (the "Joint Proxy
Statement"). The Joint Proxy Statement is being distributed to Tenneco's
stockholders entitled to vote on the Transaction (which does not include
holders of Junior Preferred Stock) in connection with their consideration of
the Transaction at a special meeting of Tenneco stockholders (the "Tenneco
Special Meeting"), presently scheduled to be held on     , 1996.
 
                               ----------------
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
  The following documents filed by the Company with the Commission (File No.
1-9864) are incorporated by reference into this Prospectus:
 
    1. Tenneco's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1995, as amended by Tenneco's Form 10-K/A dated August 27,
  1996;
 
    2. Tenneco's Quarterly Reports on Form 10-Q for the quarters ended March
  31, 1996 and June 30, 1996;
 
    3. Tenneco's Proxy Statement for the Annual Meeting of Stockholders held
  on May 14, 1996; and
 
    4. Tenneco's Current Reports on Form 8-K dated November 17, 1995,
  February 2, 1996, March 21, 1996, June 6, 1996 and June 19, 1996.
 
 
                                       2
<PAGE>
 
  All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to termination of the offering of the Junior Preferred Stock shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof
from the date of filing of such documents.
 
  Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
 
  Copies of the above documents (excluding exhibits, unless such exhibits are
specifically incorporated by reference into such documents) may be obtained
upon request without charge upon written or oral request to Karl A. Stewart,
Vice President and Secretary, Tenneco Inc., 1275 King Street, Greenwich,
Connecticut 06831, telephone 203-863-1000.
 
                               ----------------
 
  IN CONNECTION WITH THE OFFERING OF CERTAIN SERIES OF THE JUNIOR PREFERRED
STOCK, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE
OR MAINTAIN THE MARKET PRICES OF SUCH JUNIOR PREFERRED STOCK, OTHER SECURITIES
OF THE COMPANY OR ANY SECURITIES THE PRICES OF WHICH MAY BE USED TO DETERMINE
PAYMENTS ON SUCH SECURITIES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK
STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING,
IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                     PAGE
                                     ----
<S>                                  <C>
Available Information..............    2
Incorporation of Certain Documents
 By Reference......................    2
The Transaction....................    4
Tenneco Prior to the Transaction...    4
Tenneco After the Transaction......    5
The Tenneco Energy Business........    6
Use of Proceeds....................    7
Risk Factors.......................    7
Unaudited Pro Forma Combined
 Financial Statements..............   15
Tenneco Inc. and Consolidated
 Subsidiaries Selected Consolidated
 Financial Information.............   23
Tenneco Energy Combined Selected
 Financial Data....................   25
The Energy Business................   26
Management.........................   37
Management's Discussion and
 Analysis of Financial Condition
 and Results of Operations of the
 Energy Business...................   38
</TABLE>
<TABLE>
<CAPTION>
                                     PAGE
                                     ----
<S>                                  <C>  
The Transaction.....................  47
The NPS Issuance....................  48
Debt and Cash Realignment...........  49
Corporate Restructuring
Transactions........................  51
The Distributions...................  53
The Merger..........................  59
Certain Federal Income Tax
Consequences of the Transaction.....  67
Description of Capital Stock........  72
The Charter Amendment ..............  82
Plan of Distribution................  83
Legal Matters.......................  84
Experts.............................  84
Index to Combined Financial
Statements and Schedules of the
Energy Business..................... F-1
Report of Independent Public
Accountants......................... F-2
</TABLE>
 
                                       3
<PAGE>
 
                                    SUMMARY
 
  Tenneco may offer and issue from time to time in one or more series its
Junior Preferred Stock on the terms and subject to the conditions set forth
herein and in the applicable Prospectus Supplement. The following summary is
not intended to be complete and is qualified in its entirety by reference to
the more detailed information included or incorporated by reference in this
Prospectus. Prospective purchasers are urged to read carefully this Prospectus
(including the documents incorporated herein by reference).
 
                        TENNECO PRIOR TO THE TRANSACTION
 
  Tenneco is a diversified industrial company conducting all of its operations
through its subsidiaries. The major businesses of Tenneco presently consist of
(i) interstate and intrastate transportation and marketing of natural gas, (ii)
the manufacturing and sale of automotive exhaust system and ride control
systems, (iii) the manufacture and sale of packaging materials, cartons,
containers and specialty packaging products for consumer, institution and
commercial markets, and (iv) the design, construction, repair and overhauling
of ships (primarily nuclear-powered aircraft carriers and submarines for the
United States Navy). For additional information regarding Tenneco, see
"Incorporation of Certain Documents By Reference."
 
  In 1987, Tenneco was incorporated in Delaware and acquired all of the
outstanding shares of Tennessee Gas Pipeline Company (which at the time was
named Tenneco Inc.). Tenneco's principal executive offices are located at 1275
King Street, Greenwich, Connecticut 06831, and its telephone number at that
address is (203) 863-1000. Following consummation of the Merger and the other
components of the Transaction, Tenneco's name will be changed to El Paso
Tennessee Pipeline Co. and its principal executive offices and telephone number
at such offices will be 1010 Milam Street, Houston, Texas 77002, and (713) 757-
2131, respectively.
 
                                THE TRANSACTION
 
  For the past several years, Tenneco has been undergoing a corporate
transformation from a highly diversified industrial corporation to a global
manufacturing company focused on its automotive and packaging businesses. On
June 19, 1996, Tenneco's Board of Directors approved a plan to reorganize
Tenneco (the "Transaction") pursuant to which (i) Tenneco will restructure (the
"Debt Realignment") the indebtedness for money borrowed of Tenneco and certain
of its consolidated subsidiaries (the "Tenneco Energy Consolidated Debt")
through a series of tender offers, exchange offers, payments, redemptions,
prepayments and defeasances involving Tenneco, New Tenneco Inc., a newly
formed, wholly owned subsidiary of Tenneco ("New Tenneco"), and Newport News
Shipbuilding Inc., a wholly owned subsidiary of Tenneco ("Newport News"); (ii)
Tenneco and its subsidiaries will, pursuant to a Distribution Agreement dated
as of        1996 (as such may be amended, supplemented or modified from time
to time, the "Distribution Agreement") among Tenneco, New Tenneco and Newport
News, undertake various intercompany transfers and distributions (collectively,
the "Corporate Restructuring Transactions") designed to restructure, divide and
separate their various businesses and assets so that substantially all of the
assets, liabilities and operations of (A) their automotive parts, packaging and
administrative services businesses ("Industrial Business") are owned and
operated by New Tenneco, and (B) their shipbuilding business ("Shipbuilding
Business") are owned and operated by Newport News; (iii) Tenneco will then
distribute (the "Distributions") pro rata to holders of Tenneco common stock,
par value $5.00 per share (the "Tenneco Common Stock") all of the outstanding
common stock of New Tenneco (the "New Tenneco Common Stock") and Newport News
(the "Newport News Common Stock"); and (iv) thereafter an indirect wholly owned
subsidiary of El Paso will merge with and into Tenneco (the "Merger"), which
will then consist of the remaining assets, liabilities and operations of
Tenneco and its subsidiaries other than those relating to the Industrial
Business or the Shipbuilding Business, including the transmission and marketing
of natural gas (collectively, the "Energy Business" or "Tenneco Energy")
pursuant to the Agreement and Plan of Merger dated as of June 19, 1996 (as such
may be amended, supplemented or modified from time to time, the "Merger
Agreement") among El Paso, El Paso Merger Company ("El Paso Subsidiary") and
Tenneco. See "The Transaction."
 
                                       4
<PAGE>
 
 
  As part of the Debt Realignment, the Company intends to issue one or more
series of Junior Preferred Stock in an amount calculated to have, to the extent
possible, an aggregate value as of the effective time of the Merger (the
"Merger Effective Time") that is equal to approximately 25% (but in any event
more than 20%) of the total value of all shares of Tenneco capital stock then
outstanding (the "NPS Issuance"). The total proceeds to Tenneco from the NPS
Issuance (the "NPS Issuance Proceeds") are estimated to be approximately $275
million. The shares of Junior Preferred Stock issued pursuant to the NPS
Issuance will not be converted or otherwise exchanged in the Merger and will
remain outstanding immediately following consummation thereof (held by the
persons who were the holders of such shares immediately prior to the Merger),
and the holders thereof will receive no consideration in respect thereof in
connection with the Merger.
 
  Also as part of the Transaction, Tenneco has proposed to amend its
Certificate of Incorporation, as amended (the "Tenneco Charter"), to eliminate
the rights, powers and preferences of its authorized class of junior preferred
stock of Tenneco (including the Junior Preferred Stock offered hereby). After
giving effect to the Charter Amendment, shares of any series of Junior
Preferred Stock offered hereby will have only such rights, powers and
preferences as set forth in the applicable Certificate of Designation for the
series.
 
                          THE TENNECO SPECIAL MEETING
 
  At the Tenneco Special Meeting, presently scheduled to be held on December  ,
1996, Tenneco's current stockholders will be asked to consider and vote upon a
single unified proposal relating to the Transaction, including approval and
adoption of the Distribution Agreement and the Merger Agreement; approval of
the transactions contemplated by the Merger Agreement and the Distribution
Agreement; and approval of the Charter Amendment. Purchasers of the Junior
Preferred Stock will not be entitled to any vote at the Tenneco Special Meeting
with respect to their shares of Junior Preferred Stock, since no such shares
will be issued and outstanding on         , 1996, the record date for the
Tenneco Special Meeting. If, however, any shares of Junior Preferred Stock are
issued prior to the Charter Amendment becoming effective, the approval of (i) a
majority of the voting power of such shares, voting together as a class, will
be required to effect the Distributions, and (ii) 66 2/3% of the voting power
of such shares, voting together as a class, will be required to effect the
Charter Amendment. In such event, the Distributions and Charter Amendment would
be submitted, as applicable, to the underwriters, dealers or agents involved in
the issuance of such shares of Junior Preferred Stock, as the initial record
holders thereof, for approval by a written consent in lieu of a meeting (which
consent would not be revocable by either the purchasers of Junior Preferred
Stock from such underwriters, dealers or agents or by the successors of such
purchasers).
 
                         TENNECO AFTER THE TRANSACTION
 
GENERAL
 
  Immediately following the Transaction, the businesses and operations of
Tenneco will consist solely of the Energy Business. In addition, 100% of the
common equity of Tenneco and approximately 75% of the combined equity value of
Tenneco at that time will be held by El Paso, with the balance held by the
holders of one of more series of Junior Preferred Stock to be issued in the NPS
Issuance.
 
  El Paso is a Delaware corporation which was incorporated in 1928. In
recognition of changes in the natural gas industry and the manner in which El
Paso manages its businesses, and in order to facilitate a more detailed
understanding of the various activities in which it engages, El Paso began
doing business under the name El Paso Energy Corporation (effective April 22,
1996) and has segregated its business activities into three business segments:
(i) natural gas transmission, (ii) field and merchant services, and (iii)
corporate and other.
 
  El Paso is subject to the informational requirements of the Exchange Act.
Accordingly, El Paso files reports, proxy and information statements and other
information with the Commission. Copies of such material can be inspected and
copied at the public reference facilities maintained by the Commission at the
addresses specified under "Available Information." Reports, proxy and
information statements and other information concerning El Paso may also be
inspected at the offices of the NYSE at the address specified under "Available
Information."
 
                                       5
<PAGE>
 
 
THE ENERGY BUSINESS
 
  The Energy Business as presently conducted consists principally of the
interstate transportation of natural gas, as well as certain other related
business operations not generally subject to regulation by the Federal Energy
Regulatory Commission ("FERC"), such as gas marketing, intrastate pipeline
operations, international pipelines and power generation, domestic power
generation operations and oil and gas ventures. The Energy Business also
includes certain assets and liabilities of Tenneco and its subsidiaries that do
not relate to the Industrial Business or the Shipbuilding Business, including
those business operations that have been discontinued or sold.
 
  The interstate pipeline operations of the Energy Business include the
pipeline systems of Tennessee Gas Pipeline Company ("TGP"), and its wholly
owned subsidiaries Midwestern Gas Transmission Company ("Midwestern") and East
Tennessee Natural Gas Company ("East Tennessee"), as well as certain joint
ventures, which are primarily engaged in the transportation and storage of
natural gas for producers, marketers, end-users and other gas transmission and
distribution companies. TGP's multiple-line system begins in gas-producing
regions of Texas and Louisiana, including the continental shelf of the Gulf of
Mexico, and extends into the northeastern section of the United States,
including the New York City and Boston metropolitan areas. Midwestern's
pipeline system extends from Portland, Tennessee, to Chicago, and principally
serves the Chicago metropolitan area. East Tennessee's pipeline system serves
the states of Tennessee, Virginia and Georgia. The interstate gas transmission
systems of the Energy Business include approximately 16,300 miles of pipeline,
gathering lines and sales laterals (with 14,800 miles operated by TGP, 400
miles operated by Midwestern and 1,100 miles operated by East Tennessee),
together with related facilities that include 90 compressor stations with an
aggregate of approximately 1.5 million horsepower. The Energy Business also
includes buying, selling, storing, processing and transporting of natural gas
and the provision price risk management services. The Energy Business is also
engaged in various international energy-related projects, invests in oil and
gas properties and finances independent producers engaged in exploration and
development projects. See "The Energy Business."
 
OPERATION OF THE ENERGY BUSINESS AFTER THE MERGER
 
  General. El Paso is currently engaged in a comprehensive review of the
business and operations of the Energy Business. Following the completion of
such review and the Merger, El Paso plans to integrate, for the most part, the
operations of the Energy Business with those of El Paso in order to increase
operating and administrative efficiency through consolidation and reengineering
of facilities, workforce reductions and coordination of purchasing, sales and
marketing activities. El Paso anticipates that the complementary interstate and
intrastate pipeline operations and gas marketing activities of El Paso and the
Energy Business should provide the combined company with increased operating
flexibility and access to additional customers and markets. See "Risk Factors--
Uncertainty Surrounding Integration of Operations."
 
  Refinancing Transactions. El Paso has indicated that it intends to undertake
various transactions (the "Refinancing Transactions") in order to reduce the
amount of outstanding Tenneco debt after consummation of the Transaction
including (i) the monetization of certain assets of the Energy Business for
anticipated net proceeds of approximately $500 million, and (ii) a public
equity offering by El Paso of approximately $200 million and the use of the net
proceeds thereof to purchase a subordinated series of junior preferred stock
(the "Subordinated Junior Preferred Stock") from Tenneco. In addition, as
market conditions allow, El Paso may refinance Tenneco's post-Transaction debt
through a sale of senior debt of Tenneco and/or Tennessee to the public. See
"Risk Factors--Consummation of Refinancing Transactions," "The Energy
Business--Operation of the Energy Business After the Merger" and "Unaudited Pro
Forma Consolidated Financial Statements of Tenneco."
 
                                       6
<PAGE>
 
                                USE OF PROCEEDS
 
  The net proceeds from the sale of the Junior Preferred Stock pursuant to the
NPS Issuance will, as more fully described elsewhere herein and in the
applicable Prospectus Supplement therefor, be used to repay a portion of the
Tenneco Energy Consolidated Debt pursuant to the Debt Realignment. See "The NPS
Issuance." The net proceeds from the sale of Junior Preferred Stock offered
hereby other than pursuant to the NPS Issuance will be used as set forth in the
Prospectus Supplement applicable to such sale.
 
                                  RISK FACTORS
 
  The following factors, in conjunction with the other information included in
this Prospectus and any Prospectus Supplement, should be considered by
prospective purchasers of the Junior Preferred Stock.
 
RISKS RELATED TO THE TRANSACTION
 
 Risk of Non-Consummation of the Transaction
 
  The Distributions, the Merger and the Charter Amendment will not be
consummated unless the Transaction as a whole is approved by the stockholders
of Tenneco at the Tenneco Special Meeting. If the Transaction is not approved
by Tenneco's stockholders, Tenneco may elect subsequently to proceed with one
or more of the transactions included in the Transaction which do not require
stockholder approval. In addition, the Distributions and the Merger are subject
to certain other conditions. See "The Distributions--Conditions to Consummation
of the Distributions" and "The Merger--Conditions Precedent." There can be no
assurance that the Transaction will be approved by Tenneco's stockholders or
that the Distributions and the Merger will occur. There can be no assurance
that the failure to consummate the Transaction as currently contemplated will
not have an adverse effect on the market prices of any outstanding Junior
Preferred Stock.
 
 Possible Reduction in Rating if Stock Issuance Not Approved
 
  The issuance of El Paso common stock, par value $3.00 per share (the "El Paso
Common Stock"), to Tenneco stockholders in connection with the Merger (the
"Stock Issuance") is being submitted to El Paso's stockholders at a special
meeting presently scheduled to be held on      , 1996. If the Stock Issuance is
not approved, the Merger is still expected to be consummated except that El
Paso will issue to Tenneco stockholders depositary receipts (the "El Paso
Preferred Depositary Shares") representing interests in a new series of
adjustable rate El Paso preferred stock in lieu of certain shares of El Paso
Common Stock that would have been issued had the Stock Issuance been approved.
The issuance of such El Paso Preferred Depositary Shares could result in a
downgrading of the ratings of the securities of El Paso and its subsidiaries,
including any Junior Preferred Stock then outstanding.
 
 Consummation of Refinancing Transactions
 
  El Paso has indicated that it currently intends to enter into the Refinancing
Transactions. However, there can be no assurance that any of the Refinancing
Transactions will occur or as to the price, terms or provisions of any of such
transactions. See "The Energy Business--Operation of the Energy Business After
the Merger" and "Unaudited Pro Forma Consolidated Financial Statements."
 
 Lack of Operating History as Separate Entity and Potential Disruptions in
Operations
 
  Upon consummation of the Distributions, Tenneco (as a subsidiary of El Paso)
will own and operate the Energy Business, New Tenneco will own and operate the
Industrial Business and Newport News will own and operate the Shipbuilding
Business. The Energy Business does not have any recent operating history as a
separate entity and has historically been able to rely on the earnings, assets
and cash flow of the Industrial Business and Shipbuilding Business for capital
requirements and certain administrative services.
 
                                       7
<PAGE>
 
  Subsequent to the Distributions, Tenneco will be a smaller and less
diversified company than Tenneco was prior to the Distributions. In addition,
the division of Tenneco may result in some temporary dislocation and
inefficiencies to the business operations, as well as the organization and
personnel structure, of Tenneco, and will also result in the duplication of
certain personnel, administrative and other expenses required for the
operation of independent companies. Tenneco believes that separation of the
companies also will result in certain long-term operating efficiencies by
allowing Tenneco to focus on the Energy Business.
 
 Potential Adverse Impact of Substantial Leverage on Ability to Meet Interest
and Dividend Obligations
 
  If the Transaction and the Refinancing Transactions had been consummated on
June 30, 1996, on a pro forma basis, Tenneco would have had indebtedness for
money borrowed of approximately $1,844 million, and stockholders' equity of
$1,242 million. The degree to which Tenneco is leveraged could have important
consequences to holders of Junior Preferred Stock, including the following:
(i) Tenneco's ability to obtain additional financing for working capital,
capital expenditures, acquisitions or general corporate purposes may be
impaired; (ii) a substantial portion of Tenneco's cash flow from operations
must be dedicated to the payment of interest on its indebtedness, thereby
reducing the funds available to Tenneco for other purposes; (iii) the
agreements governing Tenneco's indebtedness contain certain restrictive
financial and operating covenants; (iv) certain indebtedness of Tenneco will
be at variable rates of interest, which will cause Tenneco to be vulnerable to
increases in interest rates; (v) Tenneco may be hindered in its ability to
adjust rapidly to changing market conditions; and (vi) Tenneco's substantial
degree of leverage could make it more vulnerable in the event of a downturn in
general economic conditions or in its business.
 
 Potential Responsibility for Liabilities Not Expressly Assumed
 
  The Distribution Agreement and the various other agreements to be entered
into in connection with the Distributions (the "Ancillary Agreements")
allocate among Tenneco, New Tenneco and Newport News responsibility for
various debts, liabilities and obligations. See "The Distributions--
Relationship Among Tenneco, New Tenneco and Newport News After the
Distributions." It is possible that a court would disregard this contractual
allocation of debts, liabilities and obligations among the parties and require
Tenneco to assume responsibility for obligations allocated to another party,
particularly if such other party were to refuse or was unable to pay or
perform any of its allocated obligations.
 
 Potential Conflicts of Interest Due to Control by El Paso
 
  After consummation of the Merger, Tenneco will be an indirect wholly owned
subsidiary of El Paso, which will own 100% of the common equity of Tenneco and
will thus control the management of Tenneco's business and operations, subject
to the right of the holders of the Junior Preferred Stock issued pursuant to
the NPS Issuance to elect one-sixth of the members of Tenneco's Board of
Directors. El Paso's interests as a common equity holder of Tenneco may
conflict with the interests of holders of Junior Preferred Stock. See "--The
Energy Business Operation of the Energy Business after the Merger" and
"Unaudited Pro Forma Combined Financial Statements."
 
  Pursuant to the Merger Agreement, the current directors of El Paso
Subsidiary as of the Merger Effective Time will become the directors of
Tenneco upon consummation of the Merger. In addition, as of the Merger
Effective Time it is expected that substantially all of the executive officers
of Tenneco will resign and become the initial executive officers of New
Tenneco and the executive officers of El Paso Subsidiary as of the Merger
Effective Time will become the executive officers of Tenneco. There can be no
assurance that such transition in the management of Tenneco will not disrupt,
at least temporarily, the operations of the Energy Business.
 
  In addition, as a result of its control of Tenneco, so long as dividends are
not in arrears on the Junior Preferred Stock and subject to applicable law,
Tenneco will be able to pay dividends on, repurchase or redeem the Tenneco
Common Stock and Subordinated Junior Preferred Stock held by El Paso at such
times and in such amounts as Tenneco may determine in its discretion.
 
 Uncertainty Surrounding Integration of Operations
 
  El Paso is currently engaged in a comprehensive review of the business and
operations of the Energy Business. Following the completion of such review and
consummation of the Merger, El Paso plans to integrate,
 
                                       8
<PAGE>
 
for the most part, the operations of the Energy Business with those of El Paso
to increase operating and administrative efficiency through consolidation and
reengineering of facilities, workforce reductions and coordination of
purchasing, sales and marketing activities. The future operations of the
Energy Business as a subsidiary of El Paso may vary significantly from its
historical operations as a division of Tenneco. While El Paso believes that
operational, financial and administrative synergies can be achieved through
the combination of El Paso and the Energy Business, the amount and timing of
realization of such synergies will depend upon the ability of El Paso 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
 
  It is a condition to the Distributions and the Merger that Tenneco receive
the Internal Revenue Service ("IRS") ruling letter (the "IRS Ruling Letter")
to the effect, among other things, that for federal income tax purposes the
Distributions will be tax-free to Tenneco and the Tenneco Stockholders under
Section 355 of the Internal Revenue Code of 1986, as amended (the "Code")
(except to the extent cash is received in lieu of fractional shares) and that
certain other transactions to be effected as part of the Corporate
Restructuring Transactions will be tax-free. See "Certain Federal Income Tax
Consequences of the Transaction." Such an IRS ruling letter, while generally
binding upon the IRS, is based upon certain factual representations and
assumptions. If such factual representations and assumptions were incomplete
or untrue in a material respect, or the facts upon which the IRS Ruling Letter
was based are materially different from the facts at the time of the
Distributions, the IRS could modify or revoke the IRS Ruling Letter
retroactively. Each of El Paso, Tenneco, New Tenneco and Newport News has
agreed to certain restrictions on its future actions to provide further
assurances that the Distributions will be tax-free for federal income tax
purposes.
 
  If the Distributions were not to qualify as tax-free distributions under
Section 355 of the Code, then, in general, a corporate level federal income
tax would be payable by the consolidated group of which Tenneco is the common
parent, which tax (assuming the internal spin-off transactions included in the
Corporate Restructuring Transactions also failed to qualify under Section 355
of the Code) would be based upon the gain (computed as the difference between
the fair market value of the stock distributed and the distributing
corporation's adjusted basis in such stock) realized by each of the
distributing corporations upon its distribution of the stock of one or more
controlled corporations to its stockholders in the Transaction. The corporate
level federal income tax would be payable by Tenneco. Under certain limited
circumstances, however, New Tenneco and Newport News have agreed to indemnify
Tenneco for a defined portion of such tax liabilities. See "The
Distributions--Relationship Among Tenneco, New Tenneco and Newport News After
the Distributions--Ancilliary Agreements--Tax Sharing Agreement."
 
  It is possible that legislation may be introduced requiring a distributing
corporation in a transaction otherwise qualifying as a tax-free distribution
under Section 355 of the Code to recognize gain on the distribution of the
stock of one or more controlled corporations under certain circumstances. If
such legislation were enacted, the Distributions, if ultimately subject to
such legislation, may result in significant taxable gain to Tenneco under
Section 355(c) of the Code. See "Certain Federal Income Tax Consequences of
the Transaction--Possible Future Legislation."
 
  In connection with, and as a condition to consummation of, the Transaction,
Tenneco will also receive a Tax Opinion (as defined), to the effect, among
other things (but only to the extent not covered by the IRS Ruling Letter),
that the Merger will constitute a reorganization under Section 368(a)(1)(B) of
the Code. The failure of the Merger to qualify as a reorganization within the
meaning of Section 368(a)(1)(B) of the Code may cause the Distributions to not
qualify as tax-free distributions under Section 355 of the Code, in which case
Tenneco would be treated in the manner described above.
 
 Potential Indemnification Liabilities
 
  Pursuant to the Distribution Agreement and certain of the Ancillary
Agreements, each of Tenneco, New Tenneco and Newport News has agreed to
indemnify the other parties from and after consummation of the
 
                                       9
<PAGE>
 
Distributions with respect to certain debts, liabilities and obligations. See
"The Distributions--Relationship Among Tenneco, New Tenneco and Newport News
After the Distributions."
 
 Potential Liabilities due to Fraudulent Transfer Provisions and Legal
Dividend Requirements
 
  The Corporate Restructuring Transactions, the Debt Realignment and Tenneco's
distribution of the New Tenneco common stock and Newport News common stock to
holders of Tenneco common stock are subject to review under federal and state
fraudulent conveyance laws. Under these laws, if a court in a lawsuit by an
unpaid creditor or a representative of creditors (such as a trustee in
bankruptcy of Tenneco, New Tenneco or Newport News as a debtor-in-possession)
were to determine that Tenneco, New Tenneco, Newport News or any of their
subsidiaries did not receive fair consideration or reasonably equivalent value
for incurring indebtedness or transferring assets in connection with the Debt
Realignment and Corporate Restructuring Transactions and, at the time of the
Distributions, or such incurrence of indebtedness or transfer of assets,
Tenneco, New Tenneco, Newport News or any of their subsidiaries (i) was
insolvent or would be rendered insolvent, (ii) had unreasonably small capital
with which to carry on its business and all businesses in which it intended to
engage, or (iii) intended to incur, or believed it would incur, debts beyond
its ability to repay such debts as they would mature, then such court could
order the holders of the New Tenneco common stock and the Newport News common
stock to return the value of the stock and any dividends paid thereon, bar
future dividend and redemption payments on the stock, and invalidate, in whole
or in part, the Corporate Restructuring Transactions, the Debt Realignment or
the Distributions, as fraudulent conveyances.
 
  The measure of insolvency for purposes of the fraudulent conveyance laws
will vary depending on which jurisdiction's law is applied. Generally,
however, an entity would be considered insolvent if the present fair saleable
value of its assets is less than (i) the amount of its liabilities (including
contingent liabilities), or (ii) the amount that will be required to pay its
probable liabilities on its existing debts as they become absolute and mature.
No assurance can be given as to what standard a court would apply in
determining insolvency or that a court would not determine that Tenneco, New
Tenneco, Newport News or any of their subsidiaries was "insolvent" at the time
of or after giving effect to the Corporate Restructuring Transactions, the
Debt Realignment and the Distributions.
 
  In addition, Tenneco's distribution of the common stock of New Tenneco,
Newport News, and the distributions pursuant to the Corporate Restructuring
Transactions and Debt Realignment, are subject to review under state corporate
distribution statutes. Under the Delaware General Corporation Law ("DGCL"), a
corporation may only pay dividends to its stockholders (i) out of its surplus
(net assets minus capital) and not out of capital, or (ii) under certain
circumstances, if there is no such surplus, out of its net profits for the
fiscal year in which the dividend is declared and/or the preceding fiscal
year. Although all distributions are intended to be made entirely from
surplus, no assurance can be given that a court will not later determine that
some or all of the distributions were unlawful.
 
  Prior to the Distributions, the Tenneco Board of Directors expects to obtain
an opinion from a third-party financial advisor regarding the solvency of
Tenneco, New Tenneco and Newport News and the permissibility of the
Distributions under Section 170 of the DGCL. Tenneco's Board of Directors and
management believe that, in accordance with this opinion, (a) Tenneco, New
Tenneco and Newport News each will be solvent (and thus not insolvent) at or
following the time of the Distributions (in accordance with the foregoing
definitions), will be able to repay its debts as they mature following the
Distributions and will have sufficient capital to carry on its businesses, and
(b) the Distributions will be made entirely out of surplus, in accordance with
Section 170 of DGCL. There is no certainty, however, that a court would find
the opinion rendered by Tenneco's financial advisor to be binding on creditors
of Tenneco, New Tenneco or Newport News or that a court would reach the same
conclusions set forth in such opinion in determining whether Tenneco, New
Tenneco or Newport News was insolvent at the time of, or after giving effect
to, the Distributions, or whether lawful funds were available for the
distributions made in connection with the Transaction.
 
 
                                      10
<PAGE>
 
RISKS RELATED TO THE ENERGY BUSINESS
 
 Risk Associated with Fluctuating Market Conditions
 
  The revenues generated by Tenneco Energy are dependent upon the price of
natural gas, as well as the prices of alternative sources of energy.
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
abundance of supplies of alternative energy sources.
 
 Regulated Industry; Potential Adverse Impact of Cost Recovery and Rate
Proceedings
 
  Certain pipeline facilities, services and rates of each of Tenneco Energy,
TGP, Midwestern and East Tennessee are regulated by the FERC in accordance
with the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978. The
FERC regulates the interstate transportation and certain sales of natural gas,
including, among other things, rates and charges allowed natural gas
companies, construction, extensions and abandonments of facilities and
service, rates of depreciation and amortization and accounting systems. The
businesses of Tenneco Energy could be adversely affected by the outcome of
regulatory or rate proceedings relating to their pipeline operations.
 
  TGP is currently a party to various regulatory and rate proceedings relating
to its pipeline operations. In particular, TGP is a party to regulatory
proceedings before the FERC relating to the recovery of gas supply realignment
("GSR") costs associated with the restructuring by TGP of its transportation,
storage and sales services to convert TGP from primarily a merchant to
primarily a transporter of gas.
 
  As of June 30, 1996, TGP has deferred GSR costs yet to be recovered from its
customers of approximately $551 million, net of $380 million previously
recovered from its customers, subject to refund. A phased proceeding is
underway at the FERC with respect to the recovery of TGP's GSR costs (the "GSR
Proceeding"). Testimony has been completed in connection with Phase I of that
proceeding relating to the eligibility of GSR cost recovery; oral argument on
eligibility issues was originally set by a FERC Administrative Law Judge
("ALJ") for late October 1996. The Chief Judge of the FERC has since issued
three orders: (i) cancelling the late October 1996 oral argument; (ii)
convening settlement discussions which commenced on October 9, 1996; and (iii)
postponing scheduling an oral argument on eligibility issues.
 
  Phase II of the proceeding on the prudency of the costs to be recovered and
on certain contract specific eligibility issues has not yet been scheduled,
but will likely occur sometime after the ALJ's decision in Phase I is issued.
The FERC has generally encouraged pipelines to settle such issues through
negotiations with customers. Although the FERC's Order 636 issued April 8,
1992 ("Order 636") transition cost recovery mechanism provides for complete
recovery by pipelines of eligible and prudently incurred transition costs,
certain customers have challenged the prudence and eligibility of TGP's GSR
costs and TGP has engaged in settlement discussions with its customers
concerning the amount of such costs in response to the FERC statements
acknowledging the desirability of such settlements. However, there can be no
assurance regarding the outcome of these settlement discussions.
 
  With regard to TGP's GSR costs, TGP, along with three other pipelines,
executed four separate settlement agreements with Dakota Gasification Company
and the U.S. Department of Energy and initiated four separate proceedings at
the FERC seeking approval to implement the settlement agreements. The
settlement resolved litigation concerning purchases made by TGP of synthetic
gas produced from the Great Plains Coal Gasification plant ("Great Plains").
The FERC previously ruled that the costs related to the Great Plains project
are eligible for recovery through GSR and other special recovery mechanisms
and that the costs are eligible for recovery for the duration of the term of
the original gas purchase agreements. On October 18, 1994, the FERC
consolidated the four proceedings and set them for hearing before an ALJ. The
hearing, which concluded in July 1995, was limited to the issue of whether the
settlement agreements are prudent. The ALJ concluded, in his initial decision
issued in December 1995, that the settlement was imprudent. TGP has filed
 
                                      11
<PAGE>
 
exceptions to this initial decision. While Tenneco believes that this decision
will not impair TGP's recovery of the costs resulting from this contract,
there can be no assurance that the outcome of this proceeding will not be
adverse to Tenneco Energy. On July 17, 1996, the FERC ordered oral arguments
to be heard in September 1996. Oral arguments were held before the full FERC
on September 25, 1996. A decision by the FERC is expected by the end of 1996.
 
  Also related to TGP's GSR costs, in June 1996, TGP settled certain
litigation with ICA Energy, Inc. ("ICA") and TransTexas Gas Corporation
("TransTexas") by making a payment of $125 million. This payment is included
in the deferred GSR costs described in the preceding paragraph. In connection
with that litigation, certain royalty interest owners filed a claim in July
1996 against TGP in Webb County, Texas, alleging that they are sellers
entitled to tender gas to TGP under the settled contract. This claim falls
under the indemnification provisions of TGP's settlement agreement with
TransTexas, which requires TransTexas to defend and indemnify TGP on this
claim.
 
  In a separate declaratory judgment action relating to another gas purchase
contract, the Texas Supreme Court affirmed a ruling of the Texas Court of
Appeals favorable to TGP on August 1, 1995. On April 18, 1996, the Texas
Supreme Court withdrew its initial opinion and issued an opinion reversing the
Court of Appeals opinion on the matter which was favorable to TGP. That Texas
Supreme Court ruling, however, explicitly preserves TGP's defenses based on
bad faith conduct of the producers. In June 1996, TGP filed a motion for
rehearing with the Texas Supreme Court. On August 16, 1996, the Texas Supreme
Court denied TGP's motion. On September 10, 1996, the Texas Supreme Court's
mandate was issued. Nothing in the Texas Supreme Court's decision affects
TGP's ability to seek recovery of its above-market costs of purchasing gas
under the contract from its customers as GSR costs in the phased proceedings
currently pending before the FERC. In addition, TGP has initiated two lawsuits
against the holders of this gas purchase contract seeking damages related to
their conduct in connection with that contract.
 
  During the pendency of the declaratory judgment lawsuit, TGP has either
paid, or provided for the payment of, amounts it believes are appropriate to
cover the resolution of its contract reformation litigation, including
providing a bond in the approximate amount of $200 million. On September 30,
1996, TGP paid approximately $193 million to the producers and the producers
agreed to release all but approximately $2 million of the bonds (to cover
remaining disputed interest charges and attorneys' fees). On October 1, 1996,
TGP filed to recover the pricing differential portion of this payment from its
customers. It is anticipated that TGP will also continue to pay the above-
market contract price for the gas tendered by the producers through the
expiration of the contract in 1999, and will seek recovery of those amounts
from its customers in the FERC proceedings as well. TGP plans to amend its
complaint in one of the separate lawsuits pending against the producers to
seek recovery of amounts TGP believes it is entitled to recover as a result of
the producers' bad faith conduct.
 
  Given the uncertainty over the results of ongoing discussions between TGP
and its customers related to the recovery of GSR costs and the uncertainty
related to predicting the outcome of its gas purchase contract reformation
efforts and the associated litigation, Tenneco is unable to predict the timing
or the ultimate impact that the resolution of these issues will have on the
combined financial position or results of operations of the Energy Business.
 
  On December 30, 1994, TGP filed for a general rate increase (the "1995 Rate
Case"). On January 25, 1995, the FERC accepted the filing, suspended its
effectiveness for the maximum period of five months pursuant to 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 and Agreement was filed with
an ALJ in this proceeding on April 5, 1996. This Stipulation, which is
currently pending before the FERC, proposed to resolve the rates subject to
the 1995 Rate Case, including structural rate design and increased revenue
requirements, and TGP is reserving revenues it believes adequate to cover the
income impact of any refunds that may be required upon final settlement of
this proceeding. While Tenneco believes that the Stipulation for the
settlement of the 1995 Rate Case is likely to be approved substantially in its
current form, there can be no assurance that there will not be changes which
are adverse to the Energy Business.
 
                                      12
<PAGE>
 
  For a detailed description of rate and regulatory proceedings relating to
TGP, see "The Energy Business--Interstate Pipeline Operations--Federal
Regulation."
 
 Highly Competitive Industry
 
  The regulated natural gas pipeline industry is experiencing increasing
competition, which results from actions taken by the FERC to strengthen market
forces throughout the industry. In a number of key markets, interstate
pipelines face competitive pressure from other major pipeline systems,
enabling local distribution companies and end users to choose a supplier or
switch suppliers based on the short term price of gas and the cost of
transportation. The Energy Business also faces varying degrees of competition
from alternative energy sources, such as electricity, hydroelectric power,
coal and oil.
 
  Competition between pipelines is particularly intense in the Chicago,
Northern Indiana, Roanoke, Chattanooga and Atlanta markets served by the
Energy Business, and in TGP's supply area, Louisiana and Texas. In some
instances, the Energy Business has been required to discount its
transportation rates to maintain their market share. Additionally,
transportation contracts representing approximately 70% of firm interstate
transportation capacity will be expiring over the next five years, principally
in the year 2000.
 
  Future renegotiations of the existing transportation contracts of the Energy
Business and negotiations with potential new customers could be adversely
impacted by the foregoing or other competitive factors.
 
 Potential Environmental Liabilities
 
  The current and discontinued operations and activities of the Energy
Business are subject to various federal, state, local and foreign laws and
regulations covering the discharge of material into the environment or
otherwise relating to protection of the environment. In particular, the
pipeline facilities of the Energy Business and its use of such facilities for
treating, processing, recovering, or otherwise handling natural gas are
subject to stringent environmental regulation by governmental authorities in
the United States and in foreign jurisdictions. Such regulations have
increased the costs of planning, designing, operating and abandoning
facilities.
 
  The Energy Business has expended significant resources, both financial and
managerial, to comply with environmental regulations and permitting
requirements and each anticipates that it will continue to do so in the
future. Although Tenneco believes that the operations and facilities of the
Energy Business are in general compliance with applicable environmental laws
and regulations, risks of substantial costs and liabilities are inherent in
natural gas operations, and there can be no assurance that significant costs
and liabilities will not be incurred in the future. Moreover, it is possible
that other developments, such as increasingly strict environmental laws,
regulations and enforcement policies thereunder, and claims for damages to
property, employees, other persons and the environment resulting from the
current or discontinued operations of the Energy Business, could result in
substantial costs and liabilities in the future. See "The Energy Business--
Environmental Matters" and Note 15 to the Combined Financial Statements of the
Energy Business included elsewhere in this Prospectus.
 
 Adverse Effect of Changes in Economic, Industry and Weather Conditions
 
  The business and operating results of the Energy Business can be adversely
affected by changes in the economic environment, including changes in interest
rates, market perceptions of the natural gas industry or Tenneco Energy,
security ratings or the weather.
 
 Risks Related to Use of Derivative Financial Instruments
 
  The Energy Business has utilized financial instruments for many years to
mitigate its exposure to various risks. The Energy Business is currently party
to financial instruments to hedge its exposure to changes in interest rates
and natural gas prices. Although losses could occur, the derivatives contracts
used by the Energy Business are generally designated as hedges whose fair
value correlates to price movements of natural gas. As a result, gains or
losses resulting from market changes should generally be offset by losses or
gains on the hedged transaction.
 
                                      13
<PAGE>
 
 Operating Hazards and Uninsured Risks
 
  The operations of the Energy Business are subject to the inherent risks
normally associated with the transportation, gathering and processing of
natural gas, including explosions, pollution and fires, each of which could
result in damage to or destruction of gas transportation, gathering and
processing facilities or damage to persons and property. While the Energy
Business maintains insurance against such risks and in amounts that it
believes to be reasonable, the occurrence of a significant event that is not
fully insured against could have a material adverse effect on the combined
financial condition or operations of the Energy Business.
 
 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 United States may be subject to the
effects of, and changes in, United States 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
outside the United States are also subject to the risks inherent in foreign
operations, including loss of revenue, property and equipment as a result of
hazards such as expropriation, nationalization, war, insurrection and other
political risks, and the effects of currency fluctuations and exchange
controls.
 
 Liabilities of Tenneco Energy for Discontinued Businesses
 
  Tenneco has certain actual and contingent liabilities which, under the terms
of the Distribution Agreement, will be liabilities of the Energy Business
after the Distributions. These liabilities relate to, among other things,
retiree medical and other retiree costs of former employees of Tenneco and its
subsidiaries, litigation, environmental matters, and liabilities (including
environmental liabilities) relating to discontinued businesses and operations
of Tenneco and its subsidiaries (other than the discontinued businesses of New
Tenneco and Newport News). El Paso has estimated that the aggregate amount of
these liabilities is approximately $600 million. However, the actual amount of
such liabilities could vary materially from such estimate.
 
SAFE HARBOR DISCLOSURE: FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
 
  This Prospectus contains or incorporates by reference forward-looking
statements. The factors identified under "Risk Factors" are important factors
(but not necessarily all important factors) that could cause actual results to
differ materially from those expressed in any forward-looking statement made
by, or on behalf of, Tenneco (or its subsidiaries).
 
  Where any such forward-looking statement includes a statement of the
assumptions or bases underlying such forward-looking statement, Tenneco
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
actual results, and the differences between assumed facts or basis and actual
results can be material, depending upon the circumstances. Where, in any
forward-looking statement, Tenneco (or its subsidiaries), or its managements,
express an expectation or belief as to future results, such expectation or
belief is expressed in good faith and 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" and
"anticipate" and similar expressions identify forward-looking statements. The
portions of this Prospectus which contain forward-looking statements generally
include cross-references to "Risk Factors." See also the information contained
under the captions "Management's Discussion and Analysis of Financial
Condition and Results of Operations of the Energy Business" and "The Energy
Business--Interstate Pipeline Operations," "--Gas Marketing and Interstate
Pipelines and Related Matters," "--International, Power Generation and
Ventures," and "--Operation of the Energy Business After the Merger," and the
information incorporated by reference from Tenneco's Annual Report on Form 10-
K, as amended for the fiscal year ended December 31, 1995 and Tenneco's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, as
amended, and June 30, 1996 under the headings "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and "Business and
Properties."
 
                                      14
<PAGE>
 
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY
 
  The following Unaudited Pro Forma Consolidated Financial Statements of the
Company (the "Pro Forma Financial Statements") illustrate the effect of (i)
the Corporate Restructuring Transactions, the Cash Realignment (as defined),
the Debt Realignment, the NPS Issuance and the Distributions, (which are part
of the Transaction discussed elsewhere herein); and (ii) the Merger and the
Refinancing Transactions. See "Risk Factors--Risks Related to the
Transaction." The Unaudited Pro Forma Consolidated Balance Sheet has been
prepared as if such transactions occurred on June 30, 1996; the Unaudited Pro
Forma Consolidated Statements of Income have been prepared as if such
transactions occurred as of January 1, 1995. The accompanying Pro Forma
Financial Statements are based, in part, upon information and assumptions
developed by El Paso management, principally relating to the "Merger and
Financing Adjustments."
 
  The Corporate Restructuring Transactions represent a reorganization of
companies, assets and liabilities under common control and, accordingly, the
transfers of assets and liabilities pursuant to the Corporate Restructuring
Transactions will be accounted for at historical cost. In addition, the
Distributions represent the pro rata distribution of New Tenneco Common Stock
and Newport News Common Stock to the holders of Tenneco Common Stock in a spin
off transaction. Consequently, the Distributions will be recorded based on
historical cost.
 
  As part of the Merger, El Paso will issue approximately $750 million
(subject to the effects of a collar on the average market price of El Paso
Common Stock Price) of El Paso equity consideration to holders of Tenneco
stock (as defined elsewhere herein). The composition of the El Paso equity
consideration is dependent on whether holders of El Paso Common Stock approve
the Stock Issuance. If the Stock Issuance is not approved, El Paso would issue
a combination of preferred stock of El Paso, with an assumed 8% dividend
yield, and El Paso Common Stock. A special meeting of El Paso's stockholders
will be held on      , 1996 (which is expected to occur several days prior to
the Tenneco Special Meeting) to vote on the Stock Issuance. For purposes of
these Pro Forma Financial Statements, it has been assumed that El Paso will
issue only El Paso Common Stock to consummate the Merger. El Paso's
acquisition of the Company will be accounted for under the purchase method and
the purchase price adjustments will be reflected in the separate consolidated
financial statements of the Company. According to El Paso management, a final
determination of required purchase accounting adjustments, including the
allocation of the purchase price to the assets acquired and liabilities
assumed based on their respective fair values, has not yet been made.
Accordingly, the purchase accounting adjustments made in connection with the
development of the Pro Forma Financial Statements are preliminary and have
been made by El Paso solely for purposes of developing the pro forma
consolidated financial information. However, El Paso's management has
represented to the Company that it believes that the pro forma adjustments and
the underlying assumptions reasonably present the significant effects of the
Merger and the Refinancing Transactions. In addition, El Paso will undertake a
study to determine the fair value of the Company's assets and liabilities and
will revise purchase accounting adjustments upon completion of that study.
Upon consummation of the Merger, the actual financial position and results of
operations of the Company will differ, perhaps significantly, from the pro
forma amounts reflected herein because of a variety of factors, including
access to additional information, changes in value and changes in operating
results between the dates of the pro forma financial information and the date
on which the Merger takes place.
 
   The Pro Forma Financial Statements should be read in conjunction with the
historical financial statements of the Company and its consolidated
subsidiaries, which are incorporated by reference herein, and the Notes to the
Pro Forma Financial Statements included elsewhere herein. The Pro Forma
Financial Statements are not necessarily indicative of actual operating
results or financial position had the transactions reflected herein occurred
as of the dates indicated above, nor do they purport to indicate operating
results or financial position which may be attained in the future.
 
                                      15
<PAGE>
 
                 UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                                 JUNE 30, 1996
                                   (MILLIONS)
 
<TABLE>
<CAPTION>
                                     RESTRUCTURING,
                                      REALIGNMENT,     THE
                             THE      NPS ISSUANCE   COMPANY    MERGER AND      THE
                           COMPANY        AND           AS     REFINANCING    COMPANY
                          HISTORICAL DISTRIBUTIONS   ADJUSTED  TRANSACTIONS  PRO FORMA
                          ---------- --------------  --------  ------------  ---------
<S>                       <C>        <C>             <C>       <C>           <C>
ASSETS
Current assets:
 Cash and temporary
  investments...........   $   229      $  (166)(c)  $    25      $           $   25
                                            (38)(d)
 Receivables............     1,898       (1,138)(c)      760                     760
 Inventories............     1,175       (1,151)(c)       24                      24
 Other current assets...       349         (255)(c)       94                      94
                           -------      -------      -------      ------      ------
 Total current assets...     3,651       (2,748)         903                     903
                           -------      -------      -------      ------      ------
Net property, plant and
 equipment..............     6,496       (3,611)(c)    2,885       1,856 (g)   4,161
                                                                    (580)(j)
Goodwill and
 intangibles............     1,001         (964)(c)       37                      37
Other assets and
 deferred charges.......     2,114       (1,137)(c)      977        (530)(f)     527
                                                                      80 (j)
                           -------      -------      -------      ------      ------
 Total assets...........   $13,262      $(8,460)     $ 4,802      $  826      $5,628
                           =======      =======      =======      ======      ======
LIABILITIES AND
 SHAREOWNERS' EQUITY
Current liabilities:
 Short-term debt........   $ 1,146      $(1,146)(b)  $    --      $  330 (k)  $  330
 Payables...............     1,170         (751)(c)      222          20 (e)     242
                                           (197)(b)
 Other current
  liabilities...........     1,347         (660)(c)      605         120 (f)     725
                                            (82)(b)
                           -------      -------      -------      ------      ------
 Total current
  liabilities...........     3,663       (2,836)         827         470       1,297
                           -------      -------      -------      ------      ------
Long-term debt..........     3,374         (265)(a)    2,544        (500)(j)   1,514
                                           (565)(b)                 (200)(i)
                                                                    (330)(k)
Other liabilities and
 deferred credits.......     1,220         (626)(c)      594         151 (f)     745
Deferred income taxes...     1,004         (603)(c)      401         411 (h)     812
                           -------      -------      -------      ------      ------
                             9,261       (4,895)       4,366           2       4,368
                           -------      -------      -------      ------      ------
Minority interest.......       320         (302)(c)       18                      18
                           -------      -------      -------      ------      ------
Preferred stock with
 mandatory
 redemption provisions..       112                       112        (112)(l)      --
                           -------      -------      -------      ------      ------
Shareowners' equity:
 Junior Preferred Stock.        --          265 (a)      265                     265
 Subordinated Junior
  Preferred Stock.......        --                        --         200 (i)     200
 Common stock and paid-
  in capital............     4,504                     4,504         (20)(e)     777
                                                                    (801)(f)
                                                                   1,856
                                                                     (g)
                                                                    (411)(h)
                                                                     112 (l)
                                                                  (4,463)(m)
 Cumulative translation
  adjustments...........         4           (4)(c)       --                      --
 Retained earnings
  (accumulated deficit).        26        1,990 (b)   (3,498)      3,498 (m)      --
                                         (5,476)(c)
                                            (38)(d)
                           -------      -------      -------      ------      ------
                             4,534       (3,263)       1,271         (29)      1,242
 Less-Shares held as
  treasury stock, at
  cost..................       965                       965        (965)(m)      --
                           -------      -------      -------      ------      ------
                             3,569       (3,263)         306         936       1,242
                           -------      -------      -------      ------      ------
 Total liabilities and
  shareowners' equity...   $13,262      $(8,460)     $ 4,802      $  826      $5,628
                           =======      =======      =======      ======      ======
</TABLE>
 
   See accompanying Notes to Unaudited Pro Forma Consolidated Balance Sheet.
 
                                       16
<PAGE>
 
 
            NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
 
RESTRUCTURING, REALIGNMENT, NPS ISSUANCE AND DISTRIBUTIONS:
 
(a) To reflect the NPS Issuance of $275 million of Junior Preferred Stock,
    with an assumed 8 1/2% dividend yield, for net NPS Issuance Proceeds of
    $265 million, and the use of the net NPS Issuance Proceeds for the
    repayment of Tenneco Energy Consolidated Debt.
 
(b) To reflect the restructuring and realignment of the Tenneco debt pursuant
    to the Debt Realignment, the Distributions and the applicable provisions
    of the Merger Agreement, and the assumed payment of accrued interest on
    the public debt of the Company defeased, redeemed, tendered or exchanged
    as part of the Debt Realignment. The amount of "The Company as Adjusted"
    debt immediately prior to the Merger will consist primarily of borrowings
    under the Tenneco Credit Facility (as defined) (assuming 100% acceptance
    of the Debt Tender Offers and Debt Exchange Offers, in each case as
    defined herein) and is calculated from the provisions of the Merger
    Agreement as follows (in millions):
 
<TABLE>
      <S>                                                                <C>
      Base Debt Amount per the Merger Agreement......................... $2,650
      Less: NPS Issuance Proceeds--see footnote (a).....................   (275)
                                                                         ------
                                                                          2,375
      Plus: Cash settlement payments....................................    439
      Less: Estimated collections subject to refund.....................   (270)
                                                                         ------
      Assumed "The Company as Adjusted" debt............................ $2,544
                                                                         ======
</TABLE>
 
  At this time, the Company cannot determine the ultimate amount of public
  debt of Tenneco and its subsidiaries which will be purchased in the Debt
  Tender Offers or the ultimate amount of the public debt of the Company that
  will be exchanged for New Tenneco securities pursuant to the Debt Exchange
  Offers, and such amounts could vary significantly. However, for purposes of
  these pro forma adjustments, it is assumed that 100% of the public debt of
  Tenneco and its subsidiaries subject to the Debt Tender Offers is purchased
  pursuant to the Debt Tender Offers and 100% of the public debt of Tenneco
  subject to the Debt Exchange Offers is exchanged for securities of New
  Tenneco pursuant to the Debt Exchange Offers.
 
(c) To reflect the distribution of the New Tenneco Common Stock and Newport
    News Common Stock, pursuant to the Distributions.
 
(d) To reflect distribution of cash of the Company (subsequent to the
    Distributions) in excess of $25 million pursuant to the Cash Realignment
    provisions of the Merger Agreement.
 
MERGER AND REFINANCING TRANSACTIONS:
 
(e) To reflect the liability for the estimated legal, investment banking and
    other costs of $20 million to be incurred by the Company in connection
    with the Merger. These costs have been included in the purchase price
    reflected in footnote (g).
 
(f) To reflect the preliminary estimated acquisition adjustments under the
    purchase method of accounting, which will be reflected in the separate
    financial statements of the Company, to record assets acquired and
    liabilities assumed at estimated fair value for (i) reduction of certain
    other assets, deferred charges and regulatory assets, and revision of
    benefit plan assumptions relating to the retiree medical plan obligation,
    other employee benefit costs and environmental costs, and (ii) the accrual
    of an obligation to New Tenneco which is expected to be paid after
    completion of the transaction as a result of the utilization of certain
    tax benefits generated by the Debt Realignment. The following adjustments
    reflect El Paso management's intended business strategies which may differ
    from the business strategies employed by the Company management prior to
    the Merger (in millions):
 
<TABLE>
   <S>                                                                     <C>
   Other assets and deferred charges...................................... $530
   Other current liabilities..............................................  120
   Other liabilities and deferred credits.................................  151
                                                                           ----
                                                                           $801
                                                                           ====
</TABLE>
 
                                      17
<PAGE>
 
(Continued)
 
(g) To reflect the allocation to property, plant and equipment of the excess
    purchase price of the Company, which will be reflected in the separate
    financial statements of the Company, as follows (in millions):
 
<TABLE>
   <S>                                                                  <C>
   Issuance of El Paso equity consideration in the Merger*............. $  777
   Less: Conversion of the $112 million the Company $4.50 and $7.40
    Preferred Stock....................................................   (112)
   Less: "The Company as Adjusted" net common book value subsequent to
    the Debt Realignment and Distributions.............................    (41)
   Acquisition adjustments to assets acquired and liabilities assumed..    801
   Transaction fees payable--see footnote (e)..........................     20
   Deferred income taxes on allocation of purchase price and acquisi-
    tion adjustments...................................................    411
                                                                        ------
                                                                        $1,856
                                                                        ======
</TABLE>
  --------
  * Reflects the contribution to the Company's capital of the El Paso equity
    consideration issued as part of the Merger (assumed to only consist of El
    Paso Common Stock for this pro forma financial information). The
    composition of the El Paso equity consideration is dependent on whether
    holders of El Paso Common Stock approve the Stock Issuance. If the Stock
    Issuance is not approved, the Merger would be consummated by El Paso
    issuing a combination of preferred stock of El Paso, with an assumed 8%
    dividend yield, and El Paso Common Stock. A portion of total El Paso
    equity consideration will be issued in exchange for the $112 million of
    $7.40 Cumulative Preferred Stock and $4.50 Cumulative Preferred Stock of
    the Company (see footnote (l)) with the remainder exchanged for the
    Tenneco Common Stock.
 
The allocation above reflects El Paso's internal evaluation of the excess
purchase price and is subject to the completion of an independent appraisal of
the fair value of the property. It is not expected that any excess purchase
price allocated to property, plant and equipment will be allowed for
regulatory recovery purposes. Should the independent appraisal not support
such allocation to property, plant and equipment, the excess of total purchase
price over the fair value of the net assets acquired will be reflected as
goodwill.
 
The following adjustments are made to adjust the historical values of certain
assets and liabilities to their estimated fair values as follows (in
millions):
 
<TABLE>
<S>                                                                      <C>
Increase in property, plant and equipment............................... $1,856
Reduce other assets and deferred charges................................   (530)
Increase other current liabilities......................................   (140)
Increase other liabilities and deferred credits.........................   (151)
Increase deferred income tax liability..................................   (411)
Eliminate Tenneco shareowners' equity:
  Tenneco preferred stock...............................................    112
  Tenneco common equity.................................................     41
                                                                         ------
Issuance of El Paso equity consideration................................ $  777
                                                                         ======
</TABLE>
 
(h) To reflect the increase in deferred income taxes of $411 million which
    have been provided for temporary differences after the allocation of the
    pro forma purchase price and acquisition adjustments. The following pro
    forma adjustments were required for estimated book and tax basis
    differences caused by the allocation of the pro forma purchase price, at
    an assumed effective tax rate of 39% (in millions):
 
<TABLE>
   <S>                                                                    <C>
   Property, plant and equipment......................................... $ 724
   Other assets..........................................................  (207)
   Other liabilities.....................................................  (106)
                                                                          -----
                                                                          $ 411
                                                                          =====
</TABLE>
 
(i) To reflect the contribution by El Paso to Tenneco of proceeds from an
    assumed issuance of $200 million of El Paso Common Stock in exchange for
    Subordinated Junior Preferred Stock of the Company with an assumed
    dividend yield of 9%. The proceeds from the Company's issuance of
    Subordinated Junior Preferred Stock to El Paso will be utilized by the
    Company to pay down $200 million of the Tenneco Credit Facility.
 
                                      18
<PAGE>
 
(j) To reflect the assumed monetization of $500 million of assets through
    sales or project financings, at book value, and to reflect the Company's
    remaining $80 million investment in certain Australian projects using the
    equity method. These proceeds are assumed to be utilized for the repayment
    of the Tenneco Credit Facility.
 
(k) To reflect the replacement of the remaining balance under the Tenneco
    Credit Facility with short-term and long-term financing at interest rates
    of 6% and 8%, respectively.
 
(l) To reflect the conversion of the Company's $7.40 Cumulative Preferred
    Stock and the Company's $4.50 Cumulative Preferred Stock into El Paso
    Common Stock.
 
(m) To reflect the retirement and cancellation of the Tenneco Common Stock
    held as treasury stock and the capitalization of the pre-Merger "The
    Company as Adjusted" accumulated deficit.
 
                                      19
<PAGE>
 
               UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT
 
                     FOR THE SIX MONTHS ENDED JUNE 30, 1996
 
                             (DOLLARS IN MILLIONS)
 
<TABLE>
<CAPTION>
                                                    RESTRUCTURING,
                                                     REALIGNMENT,     THE
                                            THE      NPS ISSUANCE   COMPANY   MERGER AND     THE
                                          COMPANY        AND           AS    REFINANCING   COMPANY
                                         HISTORICAL DISTRIBUTIONS   ADJUSTED TRANSACTIONS PRO FORMA
                                         ---------- --------------  -------- ------------ ---------
<S>                                      <C>        <C>             <C>      <C>          <C>
Revenues...............................    $5,517      $(4,147)(c)   $1,370      $(46)(g)  $1,324
Operating costs and expenses...........     5,004       (3,763)(c)    1,241        23 (d)   1,242
                                                                                    4 (e)
                                                                                  (26)(g)
                                           ------      -------       ------      ----      ------
 Operating income......................       513         (384)         129       (47)         82
Other (income) expense, net............      (168)         104 (c)      (64)                  (64)
Interest expense.......................       179          (74)(b)      105       (28)(f)      72
                                                                                   (2)(g)
                                                                                   (3)(h)
                                           ------      -------       ------      ----      ------
 Income before income taxes............       502         (414)          88       (14)         74
Provision for income taxes *...........       175           29 (b)        8        (4)(g)       5
                                                          (196)(c)                  1 (i)
Minority interest......................        10          (10)(c)       --                    --
                                           ------      -------       ------      ----      ------
 Net income from continuing operations.       317         (237)          80       (11)         69
Preferred stock dividends..............         5           12 (a)       17        (5)(j)      21
                                                                                    9 (k)
                                           ------      -------       ------      ----      ------
 Earnings from continuing operations
  available to common stock............    $  312      $  (249)      $   63      $(15)     $   48
                                           ======      =======       ======      ====      ======
EBITDA(m)..............................    $  956                                          $  276
                                           ======                                          ======
Ratio of earnings to fixed charges(l)..       2.8                                             1.9
                                           ======                                          ======
Ratio of earnings to fixed charges and
 preferred stock dividends(l)..........       2.7                                             1.5
                                           ======                                          ======
</TABLE>
--------
*  The provision for income taxes for the Company reflects the realization of
   unrecognized deferred tax assets; therefore, the overall actual effective
   tax rate is significantly lower than the assumed effective tax rate of 39%.
   If the assumed effective tax rate had been used, the pro forma provision for
   income taxes would have increased by $25 million and the pro forma amount
   for earnings from continuing operations available to common stock would have
   been $23 million.
 
 
 See accompanying Notes to Unaudited Pro Forma Consolidated Income Statements.
 
                                       20
<PAGE>
 
               UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT
 
                      FOR THE YEAR ENDED DECEMBER 31, 1995
 
                             (DOLLARS IN MILLIONS)
 
<TABLE>
<CAPTION>
                                     RESTRUCTURING,
                                      REALIGNMENT,     THE                   THE
                             THE      NPS ISSUANCE   COMPANY   MERGER AND  COMPANY
                           COMPANY        AND           AS    REFINANCING    PRO
                          HISTORICAL DISTRIBUTIONS   ADJUSTED TRANSACTIONS  FORMA
                          ---------- --------------  -------- ------------ -------
<S>                       <C>        <C>             <C>      <C>          <C>
Revenues................    $8,899      $(6,978)(c)   $1,921      $(52)(g) $1,869
Operating costs and
 expenses...............     8,028       (6,278)(c)    1,750        46 (d)  1,761
                                                                     8 (e)
                                                                   (43)(g)
                            ------      -------       ------      ----     ------
 Operating income.......       871         (700)         171       (63)       108
Other (income) expense,       (225)                     (106)                (106)
 net....................                    119 (c)
Interest expense........       306          (89)(b)      217       (56)(f)    149
                                                                    (6)(g)
                                                                    (6)(h)
                            ------      -------       ------      ----     ------
 Income before income
  taxes.................       790         (730)          60         5         65
Provision for income           279           35 (b)      (45)        1 (g)    (42)
 taxes (benefit)*.......                   (359)(c)                  2 (i)
Minority interest.......        22          (22)(c)       --                   --
                            ------      -------       ------      ----     ------
 Net income from
  continuing operations.       489         (384)         105         2        107
Preferred stock                 12           24 (a)       36       (12)(j)     42
 dividends..............                                            18 (k)
                            ------      -------       ------      ----     ------
 Earnings from
  continuing operations
  available to common
  stock.................    $  477      $  (408)      $   69      $ (4)    $   65
                            ======      =======       ======      ====     ======
EBITDA(m)...............    $1,523                                         $  456
                            ======                                         ======
Ratio of earnings to
 fixed charges(l).......       2.4                                            1.3
                            ======                                         ======
Ratio of earnings to
 fixed charges and pre-
 ferred stock
 dividends(l)...........       2.4                                            1.1
                            ======                                         ======
</TABLE>
--------
*  The provision for income taxes for the Company reflects the realization of
   unrecognized deferred tax assets; therefore, the overall actual effective
   tax rate is significantly lower than the assumed effective tax rate of 39%.
   If the assumed effective tax rate had been used, the pro forma provision for
   income taxes (benefit) would have increased by $67 million and the pro forma
   amount for earnings from continuing operations available to common stock
   would have been $(2) million.
 
 See accompanying Notes to Unaudited Pro Forma Consolidated Income Statements.
 
                                       21
<PAGE>
 
 
          NOTES TO UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT
 
RESTRUCTURING, REALIGNMENT, NPS ISSUANCE AND DISTRIBUTIONS:
 
(a) To reflect preferred stock dividends in the Consolidated Pro Forma Income
    Statement on the Junior Preferred Stock to be issued in the NPS Issuance
    at an assumed yield of 8 1/2%.
 
(b) To reflect the effect on interest expense of the restructuring and
    realignment of the Company debt pursuant to the Debt Realignment, the
    Distributions and the applicable provisions of the Merger Agreement, and
    related effect on the provision for income taxes (benefit) at an assumed
    effective tax rate of 39%. The "The Company as Adjusted" debt consists
    primarily of borrowings under the Tenneco Credit Facility (assuming 100%
    acceptance of the Debt Tender Offers and Debt Exchange Offers) at an
    estimated annual interest rate of 8%.
 
(c) To reflect the effects on the Company's results from operations of the
    Distributions.
 
MERGER AND REFINANCING TRANSACTIONS:
 
(d) To reflect depreciation expense related to the increase in fair value of
    property, plant and equipment, depreciated over a 40-year period which
    approximates the FERC approved depreciation rate for the regulated
    property, plant and equipment of the Company prospectively.
 
(e) To reflect the assumed pro forma postretirement benefit cost for the
    Company's employees.
 
(f) To reflect an interest expense reduction relating to debt repaid with
    proceeds from the $200 million of Subordinated Junior Preferred Stock
    issued to El Paso and proceeds from the monetization of $500 million of
    assets or from project financings at book value.
 
(g) To reflect the impact on the Company's results of operations from the
    assumed sale of certain 100% owned investments.
 
(h) To reflect the interest expense reduction relating to the replacement of
    the Tenneco Credit Facility with short-term and long-term financing at
    interest rates of 6% and 8%, respectively. A 1/8% change in interest rates
    would have the impact of increasing pro forma interest expense by
    approximately $1 million and $2 million for the six months ended June 30,
    1996 and the year ended December 31, 1995, respectively.
 
(i) To reflect the income tax expense (benefit) effects of pro forma
    adjustments at an assumed effective tax rate of 39%.
 
(j) To reflect the elimination of preferred stock dividends on the Company's
    $7.40 Cumulative Preferred Stock and $4.50 Cumulative Preferred Stock that
    will be converted into El Paso Common Stock as part of the Merger.
 
(k) To reflect preferred stock dividends in the Consolidated Pro Forma Income
    Statement on the Subordinated Junior Preferred Stock issued to El Paso
    with an assumed dividend yield of 9%.
 
(l) For purposes of computing this ratio, earnings generally consist of income
    from continuing operations before income taxes and fixed charges
    (excluding capitalized interest). Fixed charges consist of interest
    expense, preferred stock dividend requirements of subsidiaries, the
    portion of rental expense considered representative of the interest factor
    and capitalized interest. For purposes of computing these ratios,
    preferred stock dividends have been included in the calculations on a pre-
    tax basis.
 
(m) EBITDA represents income from continuing operations before interest
    expense, income taxes and depreciation, depletion and amortization. EBITDA
    is not a calculation based upon GAAP; however, the amounts included in the
    EBITDA calculation are derived from amounts included in the combined
    historical or pro forma Statements of Income. In addition, EBITDA should
    not be considered as an alternative to net income, operating income, as an
    indicator of the operating performance of the Company, or as an
    alternative to operating cash flows as a measure of liquidity.
 
                                      22
<PAGE>
 
                  TENNECO INC. AND CONSOLIDATED SUBSIDIARIES
 
                  SELECTED CONSOLIDATED FINANCIAL INFORMATION
 
  The following consolidated selected financial data as of and for each of the
fiscal years in the five-year period ended December 31, 1995 were derived from
audited financial statements of Tenneco and its consolidated subsidiaries. The
financial statements as of and for each of the fiscal years in the five-year
period ended December 31, 1995 have been audited by Arthur Andersen LLP,
independent public accountants. The consolidated selected financial data as of
and for each of the six-month periods ended June 30, 1996 and 1995 were
derived from the unaudited condensed financial statements of Tenneco and its
consolidated subsidiaries. In the opinion of Tenneco's management, the
selected financial data of Tenneco as of and for the six months ended June 30,
1996 and 1995 include all adjusting entries (consisting of only normal
recurring adjustments) necessary to present fairly the information set forth
herein. The results of operations for the six-months ended June 30, 1996
should not be regarded as indicative of the results that may be expected for
the full year. This information should be read in conjunction with Tenneco's
financial statements, and the notes thereto, contained in the Tenneco Annual
Report on Form 10-K, as amended, for the year ended December 31, 1995 and the
Tenneco Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1996, which are incorporated by reference herein.
 
<TABLE>
<CAPTION>
                               SIX MONTHS
                             ENDED JUNE 30,                         YEARS ENDED DECEMBER 31,
                         ------------------------  ------------------------------------------------------------------------
(DOLLARS IN MILLIONS
 EXCEPT PER SHARE          1996(A)      1995(A)      1995(A)      1994(A)         1993(A)          1992            1991
 AMOUNTS)                -----------  -----------  -----------  -----------     -----------     -----------     -----------
<S>                      <C>          <C>          <C>          <C>             <C>             <C>             <C>
STATEMENTS OF INCOME
 (LOSS) DATA(B):
 Net sales and operating
  revenues from
  continuing
  operations--
  Automotive............ $     1,463  $     1,263  $     2,479  $     1,989     $     1,785     $     1,763     $     1,668
  Energy................       1,366          937        1,916        2,378           2,862           2,183           2,183
  Packaging.............       1,775        1,318        2,752        2,184           2,042           2,078           1,934
  Shipbuilding..........         915          845        1,756        1,753           1,861           2,265           2,216
  Other.................          (2)          (2)          (4)          (6)             (5)             31              26
                         -----------  -----------  -----------  -----------     -----------     -----------     -----------
   Total................ $     5,517  $     4,361  $     8,899  $     8,298     $     8,545     $     8,320     $     8,027
                         ===========  ===========  ===========  ===========     ===========     ===========     ===========
 Income from continuing
  operations before
  interest expense,
  income taxes and
  minority interest--
  Automotive............ $       163  $       134  $       240  $       223     $       222     $       237     $       188
  Energy................         185          148          333          415             411             360             561 (c)
  Packaging.............         256          244          430          209             139             221             139 (c)
  Shipbuilding..........          81           90          160          200             225             249             225
  Other.................          (4)         (11)         (67)         (25)             18             (32)            (98)
                         -----------  -----------  -----------  -----------     -----------     -----------     -----------
   Total................         681          605        1,096        1,022           1,015           1,035           1,015
 Interest expense (net
  of interest
  capitalized)..........         179          152          306          263             254             221             237
 Income tax expense.....         175          185          279          249             298             282             258
 Minority interest......          10           11           22            7             --              --              --
                         -----------  -----------  -----------  -----------     -----------     -----------     -----------
 Income from continuing
  operations............         317          257          489          503             463             532             520
 Income (loss) from
  discontinued
  operations, net of
  income tax(d).........         339           81          246          (51)(e)         (12)(e)      (1,144)(e)      (1,252)(e)
 Extraordinary loss, net
  of income tax.........         --           --           --            (5)            (25)            (12)            --
 Cumulative effect of
  changes in accounting
  principles, net of             --           --           --           (39)(f)         --             (699)(f)         --
  income tax............ -----------  -----------  -----------  -----------     -----------     -----------     -----------
 Net income (loss)......         656          338          735          408             426          (1,323)           (732)
 Preferred stock                   5            6           12           12              14              16              16
  dividends............. -----------  -----------  -----------  -----------     -----------     -----------     -----------
 Net income (loss) to    $       651  $       332  $       723  $       396     $       412     $    (1,339)    $      (748)
  common stock.......... ===========  ===========  ===========  ===========     ===========     ===========     ===========
 Average number of
  shares of common stock
  outstanding........... 170,351,740  175,829,883  173,995,941  180,084,909     168,772,852     144,110,151     122,777,910
 Earnings (loss) per
  average share of
  common stock--
  Continuing
   operations........... $      1.83  $      1.43  $      2.75  $      2.72     $      2.66     $      3.58     $      4.10
  Discontinued
   operations...........        1.99          .46         1.41         (.27)           (.07)          (7.93)         (10.19)
  Extraordinary loss....         --           --           --          (.03)           (.15)           (.08)            --
  Cumulative effect of
   changes in
   accounting                    --           --           --          (.22)            --            (4.86)            --
   principles........... -----------  -----------  -----------  -----------     -----------     -----------     -----------
  Net earnings (loss)... $      3.82  $      1.89  $      4.16  $      2.20 (g) $      2.44 (g) $     (9.29)(g) $     (6.09)
                         ===========  ===========  ===========  ===========     ===========     ===========     ===========
 Cash dividends paid per
  common share.......... $       .90  $       .80  $      1.60  $      1.60     $      1.60     $      1.60     $      2.80
</TABLE>
 
                                                 (Table continued on next page)
 
                                      23
<PAGE>
 
(Continued from previous page)
<TABLE>
<CAPTION>
                             SIX MONTHS
                           ENDED JUNE 30,                  YEARS ENDED DECEMBER 31,
                         --------------------  -----------------------------------------------------
                          1996(A)    1995(A)    1995(A)    1994(A)    1993(A)     1992       1991
                         ---------  ---------  ---------  ---------  ---------  ---------  ---------
(DOLLARS IN MILLIONS)
BALANCE SHEET DATA(B):
<S>                      <C>        <C>        <C>        <C>        <C>        <C>        <C>
 Total assets........... $  13,262  $  12,090  $  13,451  $  12,251  $  11,105  $  11,320  $  12,985
 Short-term debt........     1,146        635        908        536        431        669      1,132
 Long-term debt.........     3,374      3,309      3,751      3,568      3,620      4,718      4,593
 Minority interest......       320        315        320        320        150        160        171
 Preferred stock with
  mandatory redemption
  provisions............       112        129        130        147        163        191        194
 Shareowners' equity....     3,569      2,911      3,148      2,900      2,601      1,330      2,774
STATEMENT OF CASH FLOWS
 DATA(B):
 Net cash provided
  (used) by operating
  activities............ $    (215) $     255  $   1,443  $     450  $   1,615  $     929  $     950
 Net cash provided
  (used) by investing
  activities............       505        183     (1,146)      (117)      (338)       105       (660)
 Net cash provided
  (used) by financing
  activities............      (413)      (741)      (356)      (151)    (1,166)    (1,136)      (205)
 Capital expenditures
  for continuing
  operations............       464        322        976        653        424        447        564
OTHER DATA:
 EBITDA(h)..............       956        804      1,523      1,321      1,385      1,391      1,350
 Ratio of earnings to
  fixed charges(i)......       2.8        2.6        2.4        2.7        2.9        3.4        3.0
 Ratio of earnings to
  fixed charges and
  preferred stock
  dividends(i)..........       2.7        2.5        2.4        2.3        2.3        2.7        2.9
</TABLE>
-------
(a) For a discussion of significant items affecting comparability of the
    financial information for 1995, 1994 and 1993, and for the six months
    ended June 30, 1996 and 1995, see "Management's Discussion and Analysis of
    Financial Condition and Results of Operations" for Tenneco Inc. and
    Consolidated Subsidiaries included in the Tenneco Annual Report on Form
    10-K, as amended, for the year ended December 31, 1995 and the Tenneco
    Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, which
    are incorporated by reference herein.
(b) During 1995 and 1994, Tenneco completed several acquisitions at its
    various operating segments, the most significant of which was Tenneco
    Packaging's acquisition of the Mobil Plastics Division of Mobil Oil
    Corporation for $1.3 billion by Tenneco Packaging in late 1995. See Note 2
    to the Financial Statements of Tenneco Inc. and Consolidated Subsidiaries
    included in the Tenneco Annual Report on Form 10-K, as amended, for the
    year ended December 31, 1995, which is incorporated by reference herein,
    for further information on the Tenneco acquisitions.
(c) For Tenneco Energy, includes a gain of $265 million related to the sale of
    its natural gas liquids business, including its interest in an MTBE plant
    then under construction. Also, Tenneco Packaging recorded a gain of $42
    million related to the sale of three short-line railroads.
(d) Discontinued operations reflected in the above periods include Tenneco's
    farm and construction equipment operations, which were discontinued in
    March 1996, its chemicals and brakes operations, which were discontinued
    during 1994, and its minerals and pulp chemicals operations, which were
    discontinued in 1992. In addition, certain additional costs related to
    Tenneco's discontinued oil and gas operations were reflected in 1991
    results.
(e) Includes restructuring charge of $920 million recorded in 1992 relating to
    the discontinued farm and construction equipment business. This
    restructuring charge was reduced by $20 million in 1993 and $16 million in
    1994. Additionally, a $473 million restructuring charge was recorded in
    1991, of which $461 million related to the discontinued farm and
    construction equipment business.
(f) In 1994, Tenneco adopted Statement of Financial Accounting Standards
    ("FAS") No. 112, "Employers' Accounting for Postemployment Benefits". In
    1992, Tenneco adopted FAS No. 106, "Employers' Accounting for
    Postretirement Benefits Other Than Pensions," and FAS No. 109, "Accounting
    for Income Taxes."
(g) For purposes of computing earnings per share, Series A preferred stock was
    included in average common shares outstanding until its conversion into
    common stock in December 1994; therefore, the preferred dividends paid
    were not deducted from net income (loss) to determine net income (loss) to
    common stock. The inclusion of Series A preferred stock in the computation
    of earnings per share was antidilutive for the years and certain quarters
    in 1994, 1993 and 1992. Other convertible securities and common stock
    equivalents outstanding during each of the five years ended December 31,
    1995, 1994, 1993, 1992 and 1991 were not materially dilutive.
(h) EBITDA represents income from continuing operations before interest
    expense, income taxes and depreciation, depletion and amortization. EBITDA
    is not a calculation based on generally accepted accounting principles;
    however, the amounts included in the EBITDA calculation are derived from
    amounts included in the combined historical or pro forma Statements of
    Income. In addition, EBITDA should not be considered as an alternative to
    net income, operating income, as an indicator of the operating performance
    of Tenneco or as an alternative to operating cash flows as a measure of
    liquidity.
(i) For purposes of computing this ratio, earnings generally consist of income
    from continuing operations before income taxes and fixed charges
    (excluding capitalized interest). Fixed charges consist of interest
    expense, preferred stock dividend requirements of subsidiaries, the
    portion of rental expense considered representative of the interest factor
    and capitalized interest. For purposes of computing these ratios,
    preferred stock dividends have been included in the calculations on a pre-
    tax basis.
 
                                      24
<PAGE>
 
                TENNECO ENERGY COMBINED SELECTED FINANCIAL DATA
 
  The combined selected financial data as of December 31, 1995 and 1994 and
for the years ended December 31, 1995, 1994 and 1993 were derived from the
audited Combined Financial Statements of Tenneco Energy. The combined selected
financial data as of December 31, 1993, 1992 and 1991 and for the years ended
December 31, 1992 and 1991 are unaudited and were derived from the accounting
records of Tenneco. The combined selected financial data as of and for each of
the six-month periods ended June 30, 1996 and 1995 were derived from the
unaudited Combined Financial Statements of Tenneco Energy. In the opinion of
Tenneco Energy's management, the combined selected financial data of Tenneco
Energy as of December 31, 1993, 1992 and 1991 and for the years ended December
31, 1992 and 1991 and for the six months ended June 30, 1996 and 1995 include
all adjusting entries (consisting only of normal recurring adjustments)
necessary to present fairly the information set forth therein. The results of
operations for the six months ended June 30, 1996 should not be regarded as
indicative of the results that may be expected for the full year. This
information should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" of the Energy
Business and Tenneco Energy's Combined Financial Statements, and notes
thereto, included elsewhere in this Prospectus.
 
<TABLE>
<CAPTION>
                           SIX MONTHS
                         ENDED JUNE 30,          YEARS ENDED DECEMBER 31,
                         ----------------  -----------------------------------------------
                         1996(A)  1995(A)  1995(A)  1994(A)  1993(A)      1992       1991
(DOLLARS IN MILLIONS)    -------  -------  -------  -------  -------     ------     ------
<S>                      <C>      <C>      <C>      <C>      <C>         <C>        <C>
STATEMENTS OF INCOME
 DATA(B):
 Net sales and operating
  revenues.............. $1,370   $  939   $1,921   $2,381   $2,866      $2,221     $2,216
                         ======   ======   ======   ======   ======      ======     ======
 Income before interest
  expense and income
  taxes ................ $  188   $  140   $  268   $  367   $  419      $  337     $  475(c)
 Interest expense (net
  of interest
  capitalized)..........     63       61      122      142      127          94        121
 Income tax expense
  (benefit).............     22       32      (11)      72      104          63        103
                         ------   ------   ------   ------   ------      ------     ------
 Income before
  extraordinary loss and
  cumulative effect of
  changes in accounting
  principles, net of
  income tax............    103       47      157      153      188         180        251
 Extraordinary loss, net
  of income tax.........     --       --       --       --      (25)(d)      (9)(e)     --
 Cumulative effect of
  changes in accounting
  principles, net of in-
  come tax..............     --       --       --       --       --        (332)(f)     --
                         ------   ------   ------   ------   ------      ------     ------
 Net income (loss)...... $  103   $   47   $  157   $  153   $  163      $ (161)    $  251
                         ======   ======   ======   ======   ======      ======     ======
BALANCE SHEET DATA(B):
 Total assets........... $5,539   $5,799   $5,792   $5,730   $4,290      $4,054     $4,464
 Short-term debt(g).....    521      376      456      399      304         392        338
 Long-term debt(g)......  1,519    1,737    1,811    2,242    2,019       2,282      2,674
 Combined equity........  1,054      899      687      382     (652)     (1,503)    (1,120)
STATEMENT OF CASH FLOWS
 DATA(B):
 Net cash provided
  (used) by operating
  activities............ $ (185)  $  174   $  765   $ (278)  $  209      $  729     $   84
 Net cash provided
  (used) by investing
  activities............    117     (266)    (537)    (229)     (35)       (383)        61
 Net cash provided
  (used) by financing
  activities............    (81)      63      (27)     426      (49)       (393)      (190)
 Capital expenditures...    164      113      337      345      171         253        298
</TABLE>
-------
(a) For a discussion of the significant items affecting comparability of the
    financial information for 1995, 1994 and 1993 and for the six months ended
    June 30, 1996 and 1995, see "Management's Discussion and Analysis of
    Financial Condition and Results of Operations" of the Energy Business
    included elsewhere in this Prospectus.
(b) During 1995, 1994 and 1993, Tenneco Energy completed several acquisitions
    and dispositions, the most significant of which was the acquisition of the
    natural gas pipeline assets of the Pipeline Authority of South Australia
    in 1995 and the disposition of its 50% interest in Kern River Gas
    Transmission Company in 1995. See Notes 4 and 5 to the Combined Financial
    Statements of Tenneco Energy, included elsewhere in this Prospectus, for
    further information on the Tenneco Energy acquisitions and dispositions.
(c) Includes a gain of $265 million related to the sale of Tenneco Energy's
    natural gas liquids business, including its interest in an MTBE plant then
    under construction.
(d) During 1993, Tenneco Energy recorded an extraordinary loss as a result of
    the prepayment of long-term debt. See Note 5 to the Combined Financial
    Statements of Tenneco Energy, included elsewhere in this Prospectus, for
    further information on the Tenneco Energy extraordinary loss.
(e) During 1992, Tenneco Energy recorded an extraordinary loss as a result of
    the defeasance of $310 million of its high interest bearing long-term
    debt.
(f) In 1992, Tenneco Energy adopted FAS No. 106, "Employers' Accounting for
    Postretirement Benefits Other Than Pensions," and FAS No. 109, "Accounting
    for Income Taxes."
(g) Amounts are net of allocations from Tenneco to New Tenneco and Newport
    News. The allocation is based on the portion of Tenneco's investment in
    New Tenneco and Newport News which is deemed to be debt, generally based
    on the ratio of New Tenneco's and Newport News' net assets to Tenneco
    consolidated net assets plus debt. Tenneco's historical practice has been
    to incur indebtedness for its consolidated group at the parent company
    level or at a limited number of subsidiaries, rather than at the operating
    company level, and to centrally manage various cash functions. Management
    believes that the historical allocation of corporate debt and interest
    expense is reasonable; however, if it is not necessarily indicative of
    Tenneco Energy's debt upon completion of the Debt Realignment. See Note 6
    to the Combined Financial Statements of Tenneco Energy, included elsewhere
    in this Prospectus.
 
                                      25
<PAGE>
 
                              THE ENERGY BUSINESS
 
GENERAL
 
  The Energy Business consists principally of the interstate transportation of
natural gas, as well as certain other related business operations not
generally subject to regulation by FERC, such as gas marketing, intrastate
pipeline operations, international pipelines and power generation, domestic
power generation operations and oil and gas ventures. The Energy Business also
includes the assets and the liabilities of Tenneco and its subsidiaries that
do not relate to the Industrial Business or the Shipbuilding Business,
including those business operations that have been discontinued or sold. See
"--Discontinued and Other Operations."
 
INTERSTATE PIPELINE OPERATIONS
 
  The interstate pipeline operations of the Energy Business include the
pipeline systems of TGP, Midwestern and East Tennessee, as well as certain
joint ventures, which are primarily engaged in the transportation and storage
of natural gas for producers, marketers, end-users and other gas transmission
and distribution companies. TGP's multiple-line system begins in gas-producing
regions of Texas and Louisiana, including the continental shelf of the Gulf of
Mexico, and extends into the northeastern section of the United States,
including the New York City and Boston metropolitan areas. Midwestern's
pipeline system extends from Portland, Tennessee, to Chicago, and principally
serves the Chicago metropolitan area. East Tennessee's pipeline system serves
the states of Tennessee, Virginia and Georgia. Revenues from the interstate
gas sales and transportation operations of the Energy Business accounted for
approximately 45%, 39% and 40% of total revenues of the Energy Business for
1993, 1994 and 1995, respectively.
 
  The interstate gas transmission systems of the Energy Business include
approximately 16,300 miles of pipeline, gathering lines and sales laterals
(with 14,800 miles operated by TGP, 400 miles operated by Midwestern and 1,100
miles operated by East Tennessee), together with related facilities that
include 90 compressor stations with an aggregate of approximately 1.5 million
horsepower. The Energy Business also has interests in or contractual rights to
six underground and above-ground gas storage facilities to permit increased
deliveries of gas during peak demand periods. The total design delivery
capacity of the Energy Business' interstate systems as of December 31, 1995
was approximately 4,800 million cubic feet ("MMCF") of gas per day, and
approximately 5,600 MMCF on peak demand days, which includes gas withdrawn
from storage.
 
 Gas Sales and Transportation
 
  The following table sets forth the volumes of gas, stated in billions of
British thermal units ("BBtu"), sold and transported by the interstate
pipeline systems of the Energy Business for the periods shown.
 
<TABLE>
<CAPTION>
                                                     1995      1994      1993
                                                   --------- --------- ---------
      <S>                                          <C>       <C>       <C>
      Sales*......................................    95,397   131,097   213,210
      Transportation*............................. 2,139,169 2,183,944 2,118,936
                                                   --------- --------- ---------
        Total..................................... 2,234,566 2,315,041 2,332,146
                                                   ========= ========= =========
</TABLE>
--------
* Sales and transportation volumes include all natural gas sold or transported
  by the Energy Business' interstate pipeline systems (including the
  proportionate share of transportation volumes of the joint ventures in which
  the Energy Business had interests) and have not been adjusted to reflect the
  sale of a (i) 50% interest in Kern River Gas Transmission Company ("Kern
  River") in December 1995, (ii) 13.2% general partnership interest in
  Iroquois Gas Transmission System, L.P. ("Iroquois") in June 1996, and
  (iii) 100% interest in Viking Gas Transmission Company ("Viking") in 1993.
  Kern River owns a 904-mile pipeline system extending from Wyoming to
  California, Iroquois owns a 370-mile pipeline extending from the Canadian
  border at Waddington, New York to Long Island, New York and Viking owns a
  549-mile pipeline extending from the
 
                                      26
<PAGE>
 
 Canadian border near Emerson, Manitoba to Marshfield, Wisconsin. See
 "Management's Discussion and Analysis of Financial Condition and Results of
 Operations of the Energy Business." Of the total transportation volumes
 shown, Kern River transported approximately 135,827 BBtu, 129,964 BBtu and
 127,624 BBtu during 1995, 1994 and 1993, respectively, Iroquois transported
 approximately 45,272 BBtu, 32,489 BBtu and 32,721 BBtu during 1995, 1994 and
 1993, respectively, and Viking transported approximately 58,579 BBtu during
 1993.
 
  Customers of the interstate pipeline operations of the Energy Business
include natural gas producers, marketers and end-users, as well as other gas
transmission and distribution companies. Substantially all of the revenues of
these operations are generated under long-term gas transmission contracts
entered into between the Energy Business and its customers. Contracts
representing approximately 70% of the firm transportation capacity of the
interstate pipeline operations of the Energy Business will be expiring over
the next five years, principally in the year 2000. Although the Energy
Business presently intends to pursue the renegotiation, extension and/or
replacement of these contracts, there can be no assurance as to whether the
Energy Business will be able to obtain extended or replacement contracts.
 
 Federal Regulation
 
  The interstate natural gas pipeline companies included in the Energy
Business are "natural gas companies" as defined in the Natural Gas Act of
1938, as amended (the "Natural Gas Act"). As such, these companies are subject
to the jurisdiction of the FERC. The interstate pipeline operations of the
Energy Business are operated pursuant to certificates of public convenience
and necessity issued under the Natural Gas Act and pursuant to the Natural Gas
Policy Act of 1978. The FERC regulates the interstate transportation and
certain sales of natural gas, including, among other things, rates and charges
allowed natural gas companies, extensions and abandonments of facilities and
service, rates of depreciation and amortization and the accounting system
utilized by the companies.
 
  Prior to the FERC's industry restructuring initiatives in the 1980's, the
Energy Business' interstate pipeline companies operated primarily as
merchants, purchasing natural gas under long-term contracts and reselling the
gas to customers, also under long-term contracts. On April 8, 1992, the FERC
issued Order 636 which restructured the natural gas industry by requiring
mandatory unbundling of pipeline sales and transportation services. Numerous
parties appealed to the U.S. Court of Appeals for the D.C. Circuit the
legality of Order 636 generally, as well as the legality of specific
provisions of Order 636. On July 16, 1996, the U.S. Court of Appeals for the
D.C. Circuit issued its decision upholding, in large part, Order 636. The
court remanded to the FERC several issues for further explanation, including
further explanation of the FERC's decision to allow pipelines to recover 100%
of their GSR costs.
 
  TGP implemented revisions to its tariff, effective on September 1, 1993,
which restructured its transportation, storage and sales services to convert
TGP from primarily a merchant to primarily a transporter of gas as required by
Order 636. As a result of this restructuring, TGP's gas sales declined while
certain obligations to producers under long-term gas supply contracts
continued, causing TGP to incur significant restructuring transition costs.
Pursuant to the provisions of Order 636 allowing for the recovery of
transition costs related to the restructuring, TGP has made filings to recover
GSR costs resulting from remaining gas purchase obligations, costs related to
its Bastian Bay facilities, the remaining unrecovered balance of purchased gas
("PGA") costs and the "stranded" cost of TGP's continuing contractual
obligation to pay for capacity on other pipeline systems ("TBO costs").
 
  TGP's filings to recover costs related to its Bastian Bay facilities have
been rejected by the FERC based on the continued use of the gas production
from the field; however, the FERC recognized the ability of TGP to file for
the recovery of losses upon disposition of these assets. TGP has filed for
appellate review of the FERC actions and believes that certain Bastian Bay
costs will ultimately be recovered as transition costs under Order 636; the
FERC has not contested the ultimate recoverability of these costs.
 
 
                                      27
<PAGE>
 
  The filings implementing TGP's recovery mechanisms for the following
transition costs were accepted by the FERC effective September 1, 1993;
recovery was made subject to refund pending FERC review and approval for
eligibility and prudence: (i) direct-billing of unrecovered PGA costs to its
former sales customers over a twelve-month period; (ii) recovery of TBO costs,
which TGP is obligated to pay under existing contracts, through a surcharge
from firm transportation customers, adjusted annually; and (iii) GSR cost
recovery of 90% of such costs over a period of up to 36 months from firm
transportation customers and recovery of 10% of such costs from interruptible
transportation customers over a period of up to 60 months.
 
  Following negotiations with its customers, TGP filed in July 1994 with the
FERC a Stipulation and Agreement (the "PGA Stipulation"), which provides for
the recovery of approximately $100 million and the recovery of PGA costs
associated with the transfer of storage gas inventory to new storage customers
in TGP's restructuring proceeding. The PGA Stipulation eliminates all
challenges to the PGA costs, but establishes a cap on the charges that may be
imposed upon former sales customers. On November 15, 1994, the FERC issued an
order approving the PGA Stipulation and resolving all outstanding issues. On
April 5, 1995, the FERC issued its order on rehearing affirming its initial
approval of the PGA Stipulation. TGP implemented the terms of the PGA
Stipulation and made refunds in May 1995. The refunds had no material effect
on the net income reported by the Energy Business. The orders approving the
PGA Stipulation have been appealed to the D.C. Circuit Court of Appeals by
certain customers. TGP believes the FERC orders approving the PGA Stipulation
will be upheld on appeal.
 
  TGP is recovering through a surcharge, subject to refund, TBO costs formerly
incurred to perform its sales function. The FERC subsequently issued an order
requiring TGP to refund certain costs from this surcharge and refunds were
made in May 1996. TGP is appealing this decision and believes such appeal will
likely be successful.
 
  With regard to TGP's GSR costs, TGP, along with three other pipelines,
executed four separate settlement agreements with Dakota Gasification Company
and the U.S. Department of Energy and initiated four separate proceedings at
the FERC seeking approval to implement the settlement agreements. The
settlement resolved litigation concerning purchases made by TGP of synthetic
gas produced from Great Plains. The FERC previously ruled that the costs
related to the Great Plains project are eligible for recovery through GSR and
other special recovery mechanisms and that the costs are eligible for recovery
for the duration of the term of the original gas purchase agreements. On
October 18, 1994, the FERC consolidated the four proceedings and set them for
hearing before an ALJ. The hearing, which concluded in July 1995, was limited
to the issue of whether the settlement agreements are prudent. The ALJ
concluded, in his initial decision issued in December 1995, that the
settlement was imprudent. TGP has filed exceptions to this initial decision.
Tenneco believes this decision will not impair TGP's recovery of the costs
resulting from this contract. On July 17, 1996, the FERC ordered oral
arguments to be heard in September 1996. Oral arguments were held before the
full FERC on September 25, 1996. A decision by the FERC is expected by the end
of 1996.
 
  Also related to TGP's GSR costs, in June 1996, TGP settled certain
litigation with ICA Energy, Inc. ("ICA") and TransTexas Gas Corporation
("TransTexas") by making a payment of $125 million. This payment is included
in the deferred GSR costs described in the preceding paragraph. In connection
with that litigation, certain royalty interest owners filed a claim in July
1996 against TGP in Webb County, Texas, alleging that they are sellers
entitled to tender gas to Tennessee under the settled contract. This claim
falls under the indemnification provisions of TGP's settlement agreement with
TransTexas, which requires TransTexas to defend and indemnify TGP on this
claim.
 
  TGP has been engaged in other settlement and contract reformation
discussions with other holders of certain gas purchase contracts who have sued
TGP. On August 1, 1995, the Texas Supreme Court affirmed a ruling of the Court
of Appeals favorable to TGP in one of these matters and indicated that it
would remand the case to the trial court. On April 18, 1996, however, the
Texas Supreme Court withdrew its initial opinion and issued an opinion
reversing the Court of Appeals opinion on the matter which was favorable to
TGP. In June 1996, TGP filed a motion for rehearing with the Texas Supreme
Court which was denied in August 1996. The Texas
 
                                      28
<PAGE>
 
Supreme Court's April 1996 ruling explicitly preserves TGP's defenses based on
bad faith conduct of the producers. Nothing in the Texas Supreme Court's
decision affects TGP's ability to seek recovery of its above-market costs of
purchasing gas under the contract from its customers as GSR costs in
proceedings currently pending before the FERC. In addition, TGP has initiated
two lawsuits against the holders of this gas purchase contract, seeking
damages related to their conduct in connection with that contract. TGP has
accrued amounts which it believes are appropriate to cover the resolution of
the litigation associated with its contract reformation efforts.
 
  As of June 30, 1996, TGP has deferred GSR costs yet to be recovered from its
customers of approximately $551 million, net of $380 million previously
recovered from its customers, subject to refund. The GSR Proceeding is
underway at the FERC with respect to the recovery of TGP's GSR costs.
Testimony has been completed in connection with Phase I of that proceeding
relating to the eligibility of GSR cost recovery; oral argument on eligibility
issues was originally set by a FERC ALJ for late October 1996. The Chief Judge
of the FERC has since issued orders (i) cancelling the October oral arguments,
(ii) convening settlement discussions which commenced on October 9, 1996, and
(iii) postponing scheduling an oral argument on eligibility issues.
 
  Phase II of the proceeding on the prudency of the costs to be recovered and
on certain contract specific eligibility issues has not yet been scheduled,
but will likely occur sometime after the ALJ's decision in Phase I is issued.
The FERC has generally encouraged pipelines to settle such issues through
negotiations with customers. Although the Order 636 transition cost recovery
mechanism provides for complete recovery by pipelines of eligible and
prudently incurred transition costs, certain customers have challenged the
prudence and eligibility of TGP's GSR costs and TGP has engaged in settlement
discussions with its customers concerning the amount of such costs in response
to the FERC statements acknowledging the desirability of such settlements. See
"Risk Factors--Rates and Regulation."
 
  Given the uncertainty over the results of ongoing discussions between TGP
and its customers related to the recovery of GSR costs and the uncertainty
related to predicting the outcome of its gas purchase contract reformation
efforts and the associated litigation, Tenneco is unable to predict the timing
or the ultimate impact that the resolution of these issues will have on the
combined financial position or results of operations of the Energy Business.
 
  On December 30, 1994, TGP filed the 1995 Rate Case. On January 25, 1995, the
FERC accepted the filing, suspended its effectiveness for the maximum period
of five months pursuant to 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 and Agreement was filed with an ALJ in this proceeding on April 5,
1996. This Stipulation, which is currently pending before the FERC, proposed
to resolve the rates subject to the 1995 Rate Case, including structural rate
design and increased revenue requirements, and TGP is reserving revenues it
believes adequate to cover the income impact from any refunds that may be
required upon final settlement of this proceeding. While Tenneco believes that
the Stipulation for the settlement of the 1995 Rate Case is likely to be
approved substantially in its current form, there can be no assurance that
there will not be changes which are adverse to the Energy Business.
 
  For a discussion of recent FERC proceedings relating to the recovery by the
Energy Business of certain environmental costs as a component of the rates
charged by its interstate pipeline operations see "--Environmental Matters."
 
  TGP, as with all interstate pipelines, is subject to FERC audit review of
its books and records. TGP currently has an open audit covering the years
1991-1994. The FERC audit staff is expected to issue an audit report by year
end.
 
 Competition
 
  The regulated natural gas pipeline industry is experiencing increasing
competition, which results from actions taken by the FERC to strengthen market
forces throughout the industry. In a number of key markets, the
 
                                      29
<PAGE>
 
interstate pipelines of the Energy Business face competitive pressure from
other major pipeline systems, enabling local distribution companies and end-
users to choose a supplier or switch suppliers based on the short term price
of gas and the cost of transportation. Competition between pipelines is
particularly intense in Midwestern's Chicago and Northern Indiana markets, in
East Tennessee's Roanoke, Chattanooga and Atlanta markets, and in TGP's supply
area, Louisiana and Texas. In some instances, pipelines of the Energy Business
have been required to discount their transportation rates in order to maintain
their market share. As noted above, transportation contracts representing
approximately 70% of firm interstate transportation capacity will be expiring
over the next five years, principally in the year 2000. The renegotiation of
these contracts may be impacted by these competitive factors.
 
 Gas Supply
 
  With full implementation of Order 636, TGP's firm sales obligations
requiring maintenance of long-term gas purchase contracts have declined from
over a 1.4 billion dekatherm maximum daily delivery obligation to less than a
200 million dekatherm maximum daily delivery obligation. TGP has substantially
reduced its natural gas purchase portfolio in line with these requirements
through termination and assignment to third parties. Although TGP's
requirements for purchased gas are substantially less than prior to its
implementation of Order 636, the Energy Business is pursuing the attachment of
gas supplies to TGP's pipeline system for transportation by others. Current
gas supply activities include development of offshore and onshore pipeline
gathering projects and utilization of production financing programs to spur
exploration and development drilling in areas adjacent to TGP's system. Major
gathering systems in the Gulf of Mexico were completed during the fourth
quarter of 1994.
 
GAS MARKETING, INTRASTATE PIPELINES AND RELATED SERVICES
 
  Tenneco Energy Resources Corporation("Tenneco Resources"), a wholly owned
subsidiary of Tenneco, and its subsidiaries are engaged primarily in the
businesses of marketing natural gas and owning and operating approximately
1,300 miles of pipelines that serve the Texas Gulf Coast and West Texas
markets.
 
  Tenneco Resources' interstate marketing operations buy, sell and contract
for the transportation of up to 1.5 billion cubic feet of natural gas per day
from approximately 200 suppliers, through 40 pipelines to about 400 customers,
marketers and end-users. Tenneco Resources offers a portfolio of products and
services which are intended to help distributors, end-users and producers
manage their entire gas sales and purchasing processes, from budget control
and risk management to flexible takes and daily balances. Tenneco Resources
also owns and manages gas gathering systems and natural gas processing plants
in Pennsylvania, Texas and Louisiana. Additionally, Tenneco Resources owns and
operates, either directly or through joint ventures, approximately 1,300 miles
of intrastate pipelines in the Texas Gulf Coast and West Texas markets. In
addition to offering transportation capacity, these intrastate pipeline
operations manage buying, selling and transportation services for almost one
billion cubic feet of natural gas per day, serving approximately 150 suppliers
and 50 customers and shippers. The intrastate pipeline operations also provide
swing storage services and access to major intrastate and interstate pipelines
in Texas. Revenues from the operations of Tenneco Resources accounted for
approximately 55%, 61% and 57% of the total revenue of the Energy Business for
1993, 1994 and 1995, respectively.
 
                                      30
<PAGE>
 
  The following table sets forth the volumes of gas, stated in BBtu, sold and
transported by Tenneco Resources for the periods indicated:
 
<TABLE>
<CAPTION>
                                                        1995     1994     1993
                                                       ------- --------- -------
      <S>                                              <C>     <C>       <C>
      Sales........................................... 642,096   739,432 741,800
      Transportation.................................. 229,415   273,587 235,940
                                                       ------- --------- -------
        Total......................................... 871,511 1,013,019 977,740
                                                       ======= ========= =======
</TABLE>
 
  In February 1994, the Energy Business sold a 20% interest in Tenneco
Resources to Ruhrgas AG, Germany's largest natural gas company. As part of the
sale, Tenneco agreed that neither it nor any of its affiliates would engage in
gas marketing activities in North America and certain gas processing and
gathering activities except through Tenneco Resources. The Energy Business
repurchased this 20% interest in Tenneco Resources in September 1996 for $41
million.
 
INTERNATIONAL, POWER GENERATION AND VENTURES
 
  The Energy Business is presently engaged in various other energy-related
businesses that are consistent with Tenneco Energy's overall goal of
diversifying its operations into businesses that are not regulated by the
FERC.
 
  International Operations. The Energy Business has recently undertaken
various activities to extend TGP's traditional activities in North American
pipelines to international pipeline, power, and energy-related projects, with
a current focus on activities in Latin America, Southeast Asia, Australia and
Europe.
 
  In 1995, the Energy Business was selected to construct, own and operate a
470-mile natural gas pipeline in Queensland, Australia at a total cost of $170
million. Construction of the pipeline commenced in late 1995 and completion is
scheduled for December 1996. It is estimated that, as of June 30, 1996,
completion of the Queensland pipeline would require an additional $56 million
of capital expenditures. Additionally, in June 1995 Tenneco acquired the
natural gas pipeline assets of the Pipeline Authority of South Australia
("PASA"), which includes a 488-mile pipeline, for $225 million. El Paso and
Tenneco are currently working together to monetize certain of Tenneco's
Australian assets as part of the Refinancing Transactions. See "--Operation of
the Energy Business After the Merger" and "Unaudited Pro Forma Consolidated
Financial Information." The Energy Business also has interests in a consortium
pursuing the development of a natural gas pipeline from Bolivia to Brazil and
related gas-fired electric generation plants. In December 1995, the Energy
Business was selected by the Beijing Natural Gas Transportation Company
("BGTC") to serve as a paid technical advisor for the construction of China's
first major onshore natural gas pipeline. BGTC, a joint venture between the
Chinese National Petroleum Corporation and the city of Beijing, will build a
600-mile line linking the Jingbian gas field in central China's Eerdous Basin
with Beijing. Construction commenced in March 1996, with an in-service date
scheduled for October 1997.
 
  Power Generation Operations. The Energy Business' power unit is involved in
developing, building, owning, operating and acquiring energy-related
infrastructure domestically and internationally, by capitalizing on the
experience of the Energy Business in major project development and gas
technologies, transportation and supply. Areas targeted for development
include Australia, Southeast Asia, central and eastern Europe and Latin
America.
 
  Tenneco Power Generation Company ("Tenneco Power") has a 17.5% interest in a
240 megawatt power plant in Springfield, Massachusetts, and 50% interests in
two additional cogeneration projects in Florida which have a combined capacity
of 220 megawatts. El Paso and Tenneco are currently working together to
monetize the Energy Business interests in one of these Florida cogeneration
projects. See "--Operation of the Energy Business After the Merger" and
"Unaudited Pro Forma Consolidated Financial Information." In May 1996, Tenneco
Power acquired from Energy Equity Corp., Ltd., an Australian company, a 50%
interest in two of its subsidiaries which participate in a joint venture to
construct a 135 megawatt gas-fired power plant in Indonesia.
 
 
                                      31
<PAGE>
 
  Tenneco Ventures. Tenneco Gas Production Corporation ("Tenneco Production")
and Tenneco Ventures Corporation ("Tenneco Ventures"), subsidiaries of
Tenneco, together with institutional investors and partners, invest in oil and
gas properties and finance independent producers engaged in exploration and
development projects. Tenneco Ventures and Tenneco Production hold various
ownership interests in oil and gas fields located primarily in the Gulf of
Mexico, Texas and Louisiana. Tenneco Ventures is also involved in Tenneco
Energy's international projects through exploration and development of gas
reserves in Indonesia, Poland and Bolivia. It is presently expected that,
after consummation of the Merger, El Paso will sell Tenneco Ventures and
Tenneco Production, the proceeds of which sale will be used to repay Tenneco
debt. See "--Operation of the Energy Business After the Merger" and "Unaudited
Pro Forma Consolidated Financial Information."
 
DISCONTINUED AND OTHER OPERATIONS
 
  In addition to the operating assets and liabilities of the Energy Business,
upon consummation of the Merger and the other components of the Transaction,
including the Distributions, Tenneco (which will then be a subsidiary of El
Paso) will continue to hold certain limited assets and be responsible for the
liabilities of the existing and discontinued operations and businesses of
Tenneco and its subsidiaries other than those relating to the Industrial
Business or the Shipbuilding Business. These assets and liabilities consist
primarily of Tenneco's remaining interests in various discontinued operations
which were engaged in (i) natural gas pipeline transmission, gathering and
processing, (ii) chemicals production, (iii) the manufacture of farm and
construction equipment through Case Corporation ("Case") and related
companies, (iv) the extraction of minerals and other natural resources, (v)
oil and gas exploration, production and marketing through Tenneco Oil Company
and other companies, (vi) agricultural and urban development, and (vii)
insurance. Tenneco has established reserves which it believes are adequate to
cover these liabilities related to the various discontinued operations of
Tenneco for which it will remain liable following consummation of the
Transaction. See Note 13 to the Combined Financial Statements of the Energy
Business included elsewhere in this Prospectus and "--Environmental Matters."
 
EMPLOYEES
 
  As of June 30, 1996, the Energy Business had approximately 3,200 full-time
employees.
 
PROPERTIES
 
  Tenneco believes that substantially all of the facilities and equipment of
the Energy Business are, in general, well maintained and in good operating
condition. They are considered adequate for present needs and as supplemented
by planned construction are expected to remain adequate for the near future.
Tenneco also believes that it has generally satisfactory title to the
properties owned and used in the Energy Business, subject to liens for current
taxes and easements, restrictions and other liens which do not materially
detract from the value of such property or the interests therein or the use of
such properties in its businesses.
 
OPERATION OF THE ENERGY BUSINESS AFTER THE MERGER
 
  General. El Paso is currently engaged in a comprehensive review of the
business and operations of the Energy Business. Following the completion of
such review and the Merger, El Paso has indicated that it plans to integrate,
for the most part, the operations of the Energy Business with those of El Paso
to increase operating and administrative efficiency through consolidation and
reengineering of facilities, workforce reductions and coordination of
purchasing, sales and marketing activities. El Paso has indicated that it
anticipates that the complementary interstate and intrastate pipeline
operations and gas marketing activities of El Paso and the Energy Business
should provide the combined company with increased operating flexibility and
access to additional customers and markets.
 
  Refinancing Transactions. El Paso has indicated that it intends to undertake
the Refinancing Transactions in order to reduce the amount of outstanding
Tenneco debt after consummation of the Transaction. Accordingly, El Paso and
Tenneco currently are working together to monetize certain assets of the
Energy Business through asset
 
                                      32
<PAGE>
 
sales and non-recourse project financings which currently are expected to
provide net proceeds to Tenneco of $500 million. El Paso has indicated that
these proceeds will be used to repay outstanding borrowings under the Tenneco
Credit Facility. Assets to be sold include Tenneco Ventures and Tenneco
Production and a 50% interest in Tenneco's Australian pipeline operations.
Project financings include one of Tenneco's U.S. cogeneration facilities and
the Australian pipeline operations.
 
  Subject to market conditions, El Paso also currently intends to undertake a
public offering of common stock at some time after the Merger for anticipated
net proceeds of approximately $200 million. With the proceeds of this
offering, El Paso will purchase from Tenneco approximately $200 million of
Subordinated Junior Preferred Stock (that will be subordinate to the Junior
Preferred Stock issued in the NPS Issuance). The proceeds to Tenneco from any
offering of such Subordinated Junior Preferred Stock would be used to repay
outstanding borrowings under the Tenneco Credit Facility.
 
  In addition, as market conditions may allow, El Paso may refinance Tenneco's
post-Transaction debt through a sale of senior debt securities of Tenneco
and/or Tennessee to the public. See "Risk Factors--Consummation of Refinancing
Transactions."
 
ENVIRONMENTAL MATTERS
 
  Since 1988, TGP has been engaged in an internal project to identify and deal
with the presence of polychlorinated biphenyls ("PCBs") and other substances
of concern, including substances on the U.S. Environmental Protection Agency
("EPA") List of Hazardous Substances ("HS List") at compressor stations and
other facilities operated by both its interstate and intrastate natural gas
pipeline systems. While conducting this project, TGP has been in frequent
contact with federal and state regulatory agencies, both through informal
negotiation and formal entry of consent orders, in order to assure that its
efforts meet regulatory requirements.
 
  Tenneco has established a reserve for TGP's environmental expenses, which
includes: (i) expected remediation expense and associated onsite, offsite and
groundwater technical studies; (ii) legal fees; and (iii) settlement of third-
party and governmental litigation, including civil penalties. Through June 30,
1996, Tenneco has charged approximately $156 million against the environmental
reserve, excluding recoveries related to TGP's environmental settlement as
discussed below. Of the remaining reserve, $24 million has been recorded on
the combined balance sheet under "Payables-trade" and $132 million under
"Deferred credits and other liabilities."
 
  Due to the current uncertainty regarding the further activity necessary for
TGP to address the presence of the PCBs, the substances on the HS List and
other substances of concern on its sites, including the requirements for
additional site characterization, the actual amount of such substances at the
sites, and the final, site-specific cleanup decisions to be made with respect
to cleanup levels and remediation technologies, Tenneco cannot at this time
accurately project what additional costs, if any, may arise from future
characterization and remediation activities. While there are still many
uncertainties relating to the ultimate costs which may be incurred, based upon
TGP's evaluation and experience to date, Tenneco continues to believe that the
recorded estimate for the reserve is adequate.
 
  Following negotiations with its customers, TGP in May 1995 filed with the
FERC a separate Stipulation and Agreement (the "Environmental Stipulation")
that establishes a mechanism for recovering a substantial portion of the
environmental costs. In November 1995, the FERC issued an order approving the
Environmental Stipulation. Although one shipper filed for rehearing, the FERC
denied rehearing of its order on February 20, 1996. This shipper filed a
Petition for Review on April 22, 1996 in the D.C. Circuit Court of Appeals;
TGP believes the FERC order approving the Environmental Stipulation will be
upheld on appeal. The effects of the Environmental Stipulation, which was
effective as of July 1, 1995, have been recorded with no material effect on
the combined financial position or results of operations of the Energy
Business. As of June 30, 1996, the balance of the regulatory asset is $61
million.
 
 
                                      33
<PAGE>
 
  The Energy Business has completed settlements with and has received payments
from the majority of its liability insurance policy carriers for remediation
costs and related claims. Tenneco believes that the likelihood of recovery of
a portion of these remediation costs and claims against the remaining carriers
in its pending litigation is reasonably possible. In addition, TGP has settled
its pending litigation against and received payment from the manufacturer of
the PCB-containing lubricant. These recoveries have been considered in TGP's
recording of its environmental settlement with its customers.
 
  TGP is a party in proceedings involving federal and state authorities
regarding the past use by TGP of a lubricant containing PCBs in its starting
air systems. TGP has executed a consent order with the EPA governing the
remediation of certain of its compressor stations and is working with the
Pennsylvania and New York environmental agencies to specify the remediation
requirements at the Pennsylvania and New York stations. Remediation activities
in Pennsylvania are essentially complete; in addition, pursuant to the Consent
Order dated August 1, 1995, between Tenneco and the Pennsylvania Department of
Environmental Protection, Tenneco funded an environmentally beneficial project
for $450,000 in April 1996. Remediation and characterization work at the
compressor stations under its consent order with the EPA and the jurisdiction
of the New York Department of Environmental Conservation is ongoing. Tenneco
believes that the ultimate resolution of these matters will not have a
material adverse effect on the combined financial position or results of
operations of the Energy Business.
 
  TGP sold its subsidiary which owns a 13.2% general partnership interest in
Iroquois to ANR Iroquois Inc., a subsidiary of The Coastal Corporation.
Iroquois owns an interstate gas pipeline from the Canadian border through the
states of New York and Connecticut to Long Island. TGP is still under contract
to provide gas dispatching as well as post-construction field operation and
maintenance services for the operator of Iroquois, but TGP is not the operator
and is not an affiliate of the operator of Iroquois' pipeline system. A global
settlement was entered into during the second quarter of 1996 by Iroquois and
the operator of Iroquois' pipeline system with the Federal and New York State
authorities resolving all criminal, civil and administrative enforcement
actions contemplated by such authorities as a result of their investigation of
alleged environmental violations which occurred during the construction of the
pipeline. Due to the sale of Tenneco's interest in Iroquois, Tenneco believes
that any environmental matters relating to the construction and operation of
the pipeline system by Iroquois will not have a material adverse effect on the
combined financial position or results of operations of the Energy Business.
 
  Tenneco has identified other sites in its various operating divisions
included within the Energy Business where environmental remediation expense
may be required should there be a change in ownership, operations or
applicable regulations. These possibilities cannot be predicted or quantified
at this time and accordingly, no provision has been recorded. However,
provisions have been made for all instances where it has been determined that
the incurrence of any material remedial expense is reasonably possible.
Tenneco believes that the provisions recorded for environmental exposures are
adequate based on current estimates.
 
  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 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. Counsel for Tenneco are
unable to express an opinion as to the ultimate outcome. Tenneco believes that
the resolution of this issue will not have a material adverse effect on the
combined financial position or results of operations of the Energy Business.
 
  Certain of the entities included in the Energy Business 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
potentially responsible parties with respect to 26 "Superfund" sites (of which
24 are related to discontinued
 
                                      34
<PAGE>
 
operations included within the Energy Business). The Energy Business has
sought to resolve its liability with respect to these sites through
indemnification by third parties and/or settlements which provide for payment
of the Energy Business' allocable share of remediation costs. Tenneco has
estimated the Energy Business' share of the remediation costs at these sites
to be between $7 million and $41 million and has provided reserves that it
believes are adequate for such costs. Because the cleanup costs are estimates
and are subject to revision as more information becomes available about the
extent of remediation required, Tenneco's estimate of the Energy Business'
share of remediation costs could change. Moreover, liability under the federal
Superfund statute (the Comprehensive Environmental Response, Compensation and
Liability Act) is joint and several, meaning that the Energy Business could be
required to pay in excess of its pro rata share of remediation costs.
Tenneco's understanding of the financial strength of other potentially
responsible parties has been considered, where appropriate, in its
determination of the Energy Business' estimated liability as described herein.
Tenneco presently believes that the costs associated with the current status
of such Energy Business entities as potentially responsible parties at the
Superfund sites referenced above will not have a material adverse effect on
the combined financial position or results of operations of the Energy
Business.
 
  In addition, the Energy Business includes liabilities to remediate a number
of formerly owned or leased sites, and certain other sites associated with the
discontinued operations included in the Energy Business, pursuant to state and
federal laws enacted for the protection of the environment. Tenneco estimates
that the Energy Business' share of the remediation costs at these sites to be
between $23 million and $43 million and has provided reserves that it believes
are adequate for such costs. Because the cleanup costs are estimates and are
subject to revision as more information becomes available about the extent of
remediation required, Tenneco's estimate of the Energy Business' share of
remediation costs could change. Tenneco presently believes that the costs to
remediate these sites will not have a material adverse effect on the combined
financial position or results of operations of the Energy Business.
 
  For additional information concerning environmental matters, see the caption
"Environmental Matters" under Note 15 in the notes to the Combined Financial
Statements of the Energy Business included elsewhere in this Prospectus.
 
  For a discussion of various regulatory proceedings involving cost recovery
and contract reformation in connection with the interstate pipeline operations
of the Energy Business, see "--Interstate Pipeline Operations--Federal
Regulation."
 
LEGAL PROCEEDINGS
 
  In addition to the proceedings described under "--Environmental Matters" and
"--Interstate Pipeline Operations--Federal Regulation," Tenneco and its
subsidiaries are parties to numerous other legal proceedings relating to the
Energy Business and arising from their present and former operations. Tenneco
believes that the outcome of these other proceedings, individually and in the
aggregate, will have no material adverse effect on the combined financial
condition or results of operations of the Energy Business.
 
TENNECO CREDIT FACILITY
 
  Tenneco intends to enter into a new credit facility in connection with the
Transaction (the " Tenneco Credit Facility") under which a syndicate of banks
(the "Lenders") will commit to provide up to $3 billion of financing to
Tenneco on an unsecured basis. It is expected Chase Securities Inc. will
arrange the Tenneco Credit Facility and The Chase Manhattan Bank will act as
agent for the Lenders. The Tenneco Credit Facility is expected to be a 364-day
revolving credit facility, with a two year term thereafter, the proceeds of
which will be used to effect the Debt Realignment and for other general
corporate purposes, and, upon consummation of the Merger, will be guaranteed
by El Paso.
 
                                      35
<PAGE>
 
  Initial borrowings under the Tenneco Credit Facility are expected to occur
shortly before the Merger Effective Time. See "--Unaudited Pro Forma Combined
Financial Information" for a description of the application of the proceeds of
such borrowings. The borrowings under the Tenneco Credit Facility are expected
to mature on       , 1999.
 
  Borrowings under the Tenneco Credit Facility are expected to bear interest
at a rate per annum equal to, at Tenneco's option, either
 
    (a) the highest of (i) the rate from time to time publicly announced by
  The Chase Manhattan Bank in New York City as its prime rate, (ii) the
  federal funds effective rate from time to time plus 1/2 of 1%, and (iii)
  the secondary market rate for certificates of deposit plus 1/2 of 1% (such
  higher rate, the "Alternate Base Rate"), plus in each case, the Applicable
  Margin (as defined herein), or
 
    (b) the average of the rates at which eurodollar deposits for one, two,
  three or six months or, subject to availability to each lender, nine or 12
  months (as selected by Tenneco) are offered in the interbank eurodollar
  market in the approximate amount of the relevant loan (the "Eurodollar
  Rate"), plus the Applicable Margin.
 
It is expected that the "Applicable Margin" will mean initially for loans made
at the Alternate Base Rate,    %, and for loans made at the Eurodollar Rate,
   %; provided, that such margins will be adjustable up or down based on El
Paso's senior long-term debt rating or, if El Paso's debt is not rated, each
rating agency will be assumed to have assigned its lowest rating.
 
  It is expected that the Tenneco Credit Facility will require that El Paso's
ratio of total indebtedness to total indebtedness plus net worth not exceed
70%. Failure to satisfy the foregoing minimum requirement will be a default
under the Tenneco Credit Facility that will enable the Lenders to refuse to
loan funds to Tenneco and to accelerate the indebtedness thereunder.
 
  It's also expected that the Tenneco Credit Facility will impose prohibitions
or limitations on liens (other than agreed permitted liens), subsidiary
indebtedness and guarantee obligations, asset dispositions (with certain
permitted exceptions) and dividends, among others.
 
  It is expected that the Tenneco Credit Facility will contain certain default
provisions, including, among other things, (i) nonpayment of any amount due to
the lenders under the Tenneco Credit Facility, (ii) material breach of
representations and warranties, (iii) default in the performance of covenants,
(iv) bankruptcy or insolvency, (v) cross-default with respect to indebtedness
for borrowed money and related guaranty obligations in excess of $100 million,
and (vi) a judgment suffered by El Paso in excess of $50 million not covered
by insurance and which judgment shall not have been vacated, discharged,
stayed or bonded pending appeal within 60 days.
 
 
                                      36
<PAGE>
 
MANAGEMENT AFTER THE TRANSACTION
 
  Pursuant to the Merger Agreement, the directors of El Paso Subsidiary as of
the Merger Effective Time will become the initial directors of Tenneco upon
consummation of the Merger. In addition, the executive officers of El Paso
Subsidiary as of the Merger Effective Time will become the executive officers
of Tenneco upon consummation of the Merger. El Paso has advised Tenneco that
the following individuals will be the executive officers and directors of the
El Paso Subsidiary as of the Merger Effective Time and will become the
executive officers and directors of Tenneco upon consummation of the Merger:
 
<TABLE>
<CAPTION>
              NAME                AGE                  POSITION
              ----                ---                  --------
<S>                               <C> <C>
William A. Wise..................  51 Chairman of the Board, President and Chief
                                       Executive Officer
H. Brent Austin..................  42 Senior Vice President, Chief Financial
                                       Officer and Director
Joel Richards III................  49 Senior Vice President and Director
Britton White, Jr................  53 Senior Vice President, General Counsel and
                                       Director
Thomas C. Livengood..............  41 Vice President and Treasurer and Director
Jeffrey I. Beason................  47 Vice President and Controller
</TABLE>
 
EXECUTIVE OFFICERS AND DIRECTORS
 
  WILLIAM A. WISE--Upon consummation of the Merger, Mr. Wise will become the
Chairman of the Board, President and Chief Executive Officer of Tenneco. Mr.
Wise has been Chairman of the Board of El Paso since January 1994 and the
President and Chief Executive Officer of El Paso since January 1990. He was
President and Chief Operating Officer of El Paso from April 1989 to December
1989. From March 1987 until April 1989, Mr. Wise was an Executive Vice
President of El Paso. From January 1984 to February 1987, he was a Senior Vice
President of El Paso. He is a member of the Board of Directors of Battle
Mountain Gold Company.
 
  H. BRENT AUSTIN--Upon consummation of the Merger, Mr. Austin will become the
Senior Vice President, Chief Financial Officer and a Director of Tenneco. Mr.
Austin has been Executive Vice President of El Paso since May 1995 and he has
been Chief Financial Officer of El Paso since April 1992. He was Senior Vice
President of El Paso from April 1992 to April 1995. He was Vice President,
Planning and Treasurer of Burlington Resources, Inc. ("BR") from November 1990
to March 1992 and Assistant Vice President, Planning of BR from January 1989
to October 1990.
 
  JOEL RICHARDS III--Upon consummation of the Merger, Mr. Richards will become
the Senior Vice President and a Director of Tenneco. Mr. Richards has been
Senior Vice President of El Paso since January 1991 and he was Vice President
from June 1990 to December 1990. He was Senior Vice President, Finance and
Human Resources of Meridian Minerals Company, a wholly owned subsidiary of BR,
from October 1988 to June 1990.
 
  BRITTON WHITE, JR.--Upon consummation of the Merger, Mr. White will become
the Senior Vice President, General Counsel and a Director of Tenneco. Mr.
White has been Senior Vice President and General Counsel of El Paso since
March 1991 and from March 1991 to April 1992, he was also Corporate Secretary
of El Paso. For more than five years prior to that time, Mr. White was a
partner in the law firm of Holland & Hart.
 
  THOMAS C. LIVENGOOD--Upon consummation of the Merger, Mr. Livengood will
become the Vice President and Treasurer, and a Director, of Tenneco. Mr.
Livengood joined TGP in April 1989 and has served in several executive
capacities. He is currently Vice President and Chief Financial Officer of
Tennessee.
 
  JEFFREY I. BEASON--Upon consummation of the Merger, Mr. Beason will become
the Vice President and Controller of Tenneco. Mr. Beason has been Vice
President, Controller and Treasurer of El Paso since April 1996 and from
September 1993 to April 1996 he was Senior Vice President of Administration
for Mojave Pipeline Operating Company, a subsidiary of El Paso. For more than
five years prior to September 1993, Mr. Beason was Director of Financial
Reporting for El Paso.
 
                                      37
<PAGE>
 
  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                       OPERATIONS OF THE ENERGY BUSINESS
 
  The following review of the financial condition and results of operations of
the Energy Business should be read in conjunction with the Combined Financial
Statements of the Energy Business and the notes thereto included elsewhere in
this Prospectus. Such review includes certain forward-looking statements,
which should be read in conjunction with the factors identified in "Risk
Factors" herein.
 
PROPOSED MERGER WITH EL PASO
 
  In the first quarter of 1996, Tenneco announced its intention to focus on
its automotive parts and packaging businesses. This strategic action included
the spin-off of Newport News to the holders of Tenneco Common Stock and the
development of options to separate the Energy Business from the packaging and
automotive parts divisions. On June 19, 1996, Tenneco announced that it had
signed the Merger Agreement, pursuant to which El Paso Subsidiary would be
merged with and into Tenneco, with Tenneco surviving the Merger as a
subsidiary of El Paso. Prior to the Merger, Tenneco will spin off New Tenneco
and Newport News to the holders of Tenneco common stock as separate public
companies.
 
  The Merger represents a total value for Tenneco stockholders of
approximately $4 billion which includes:
 
  .  New shares of El Paso equity to be issued to Tenneco stockholders valued
     at approximately $750 million (subject to the effect of a collar on the
     market price of the El Paso Common Stock issuable in connection with the
     Merger).
 
  .  Retention by Tenneco after the Distributions and the Merger of
     approximately $2.65 billion (subject to adjustment as more fully
     described herein under "Debt and Cash Realignment") of Tenneco Energy
     Consolidated Debt and the Junior Preferred Stock to be issued in the NPS
     Issuance.
 
  .  Other payments and certain liability retentions by El Paso which El Paso
     has estimated at an aggregate of approximately $600 million. See "The
     Merger."
 
  Upon consummation of the Transaction, holders of Tenneco Common Stock will
own equity securities of three separate, publicly held companies--New Tenneco,
Newport News and El Paso (which will include Tenneco Energy as a subsidiary)--
and holders of $4.50 Cumulative Preferred Stock, without par value, of Tenneco
(the "$4.50 Preferred Stock") and $7.40 Cumulative Preferred Stock, without
par value, of Tenneco (the "$7.40 Preferred Stock") will hold El Paso Common
Stock.
 
  The consummation of the Transaction is subject to certain conditions,
including receipt of a favorable ruling from the IRS that the spin-offs of
Newport News and New Tenneco will be tax-free for federal income tax purposes
to Tenneco and its stockholders and approval of the Transaction by Tenneco
stockholders at the Tenneco Special Meeting and of the Distributions and the
Charter Amendment by the holders of the Junior Preferred Stock issued in the
NPS Issuance (if issued prior to the Charter Amendment becoming effective).
See "The Distribution--Conditions to Consummation of the Distribution" and
"The Merger--Conditions Precedent."
 
REFINANCING TRANSACTIONS
 
  El Paso has indicated that it currently intends to monetize certain assets
of the Energy Business in order to pay down certain post-Transaction debt of
Tenneco for anticipated net proceeds of approximately $500 million. See "--
Operation of Energy Business After the Merger," and "Unaudited Pro Forma
Consolidated Financial Statements."
 
                                      38
<PAGE>
 
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
 
  Net income for the 1996 first half of $103 million increased significantly
compared with $47 million in the first half of 1995.
 
<TABLE>
<CAPTION>
                                                                     SIX MONTHS
                                                                     ENDED JUNE
                                                                         30,
                                                                     -----------
                                                                      1996  1995
                                                                     ------ ----
                                                                     (MILLIONS)
      <S>                                                            <C>    <C>
      Revenues...................................................... $1,370 $939
      Operating income..............................................    188  140
</TABLE>
 
NET SALES AND OPERATING REVENUES
 
  Revenues for the 1996 first half were $1.37 billion, an increase of 46
percent compared with $939 million for the prior year period.
 
  Revenues from the operations of the Energy Business which are subject to
regulation by the FERC (generally referred to herein as its "regulated"
operations) increased to $423 million, or 21 percent, primarily due to a new
rate structure implemented by TGP in July 1995, which increased revenues by
approximately $30 million, higher transportation volumes resulting in a $35
million increase, and non-recurring regulatory settlements of $8 million that
had no operating income impact. Revenues from the energy-related operations of
the Energy Business which are not generally subject to regulation by the FERC
(generally referred to herein as its "non-regulated" operations) increased 61
percent to $943 million, primarily the result of higher gas prices resulting
in a $300 million revenue increase, an increase in gas volumes increasing
revenues by $28 million, the acquisition of the assets of the Pipeline
Authority of South Australia ("PASA") in June 1995 which contributed $18
million in revenues and new processing and gathering projects which increased
revenues by $10 million. Revenues from other operations were $4 million
compared with $2 million in the prior year period.
 
INCOME BEFORE INTEREST EXPENSE AND INCOME TAXES (OPERATING INCOME)
 
  Operating income from regulated operations in the U.S. rose $32 million to
$166 million. The increase included $15 million for a favorable legal
settlement in addition to a $4 million gain on the sale of TGP's interest in
Iroquois. Higher transportation rates, which contributed a $30 million
increase, more than compensated for the absence of earnings contributed by
Kern River, which contributed $16 million in the prior year period. The Energy
Business' 50 percent interest in Kern River was sold in late 1995.
 
  Nonregulated operating income increased to $19 million in the first half of
1996 from $14 million in the 1995 first half due to higher operating income
from Tenneco Ventures' oil and gas production of $10 million and acquisition
of PASA in June 1995 which contributed $10 million. Partially offsetting the
nonregulated earnings increase was lower operating income of $3 million due to
depressed margins on marketing activities resulting from increased
competition, $5 million in unfavorable legal settlements and other
nonregulated activities resulting in decreases of $7 million.
 
  The other operations of the Energy Business reported operating income of $3
million during the first half of 1996 compared with an operating loss of $8
million in the 1995 first half. The increase is due to the recognition of a
$32 million deferred gain on the sale of the Energy Business' investment in
Cummins Engine Company stock offset by lower interest income from the rolloff
of Case retail receivables.
 
INTEREST EXPENSE (NET OF INTEREST ALLOCATED TO AFFILIATES)
 
  Tenneco's historical practice has been to incur indebtedness for its
consolidated group at the parent company level or at a limited number of
subsidiaries, rather than at an operating company level and to centrally
manage various cash functions. Consequently, the corporate debt of Tenneco and
its related interest expense have been allocated to New Tenneco and Newport
News based upon the portion of Tenneco's investment in New
 
                                      39
<PAGE>
 
Tenneco and Newport News which is deemed to be debt, generally based upon the
ratio of New Tenneco's and Newport News' net assets to Tenneco consolidated
net assets plus debt. Interest expense was allocated at a rate equivalent to
the weighted average cost of all corporate debt, which was 7.7 percent, 8.3
percent and 7.4 percent for 1995, 1994 and 1993, respectively. Total pre-tax
interest expense allocated to New Tenneco and Newport News in 1995, 1994 and
1993 was $180 million, $120 million and $124 million, respectively. New
Tenneco and Newport News have also been allocated tax benefits approximating
35 percent of the allocated pre-tax interest expense. Although interest
expense and the related tax effects have been allocated to New Tenneco and
Newport News for financial reporting on a historical basis, New Tenneco and
Newport News have not been billed for these amounts. The changes in allocated
corporate debt and the after-tax allocated interest expense have been included
as a component of the combined equity of the Energy Business. Although
management believes that the historical allocation of corporate debt and
interest is reasonable, it is not necessarily indicative of what the debt and
interest expense of the Energy Business will be upon completion of the Debt
Realignment and the other components of the Transaction. For additional
information, see "Debt and Cash Realignment."
 
  Interest expense increased from $61 million in the 1995 first half to $63
million in the 1996 first half. The increase was primarily attributable to
higher levels of debt.
 
INCOME TAXES
 
  Income tax expense for the first half of 1996 was $22 million compared with
$32 million for the 1995 first half. The effective tax rate for the first half
of 1996 was 18 percent compared with 41 percent in the prior year first half.
 
CHANGES IN ACCOUNTING PRINCIPLES
 
  In June 1996, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("FAS") No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities," which
establishes new accounting and reporting standards for transfers and servicing
of financial assets and extinguishment of liabilities. The statement is
effective for transactions occurring after December 31, 1996. The impact of
the new standard has not been determined.
 
  The Energy Business adopted FAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of," in the first
quarter of 1996. FAS No. 121 establishes new accounting standards for
measuring the impairment of long-lived assets. The adoption of the new
standard did not have a material effect on the combined financial position or
results of operations of the Energy Business.
 
LIQUIDITY AND CAPITAL RESOURCES
 
CASH FLOW
 
<TABLE>
<CAPTION>
                                                           SIX MONTHS ENDED
                                                               JUNE 30,
                                                           ------------------
      CASH PROVIDED (USED) BY:                               1996      1995
      ------------------------                             --------  --------
                                                              (MILLIONS)
      <S>                                                  <C>       <C>
      Operating activities................................ $   (185) $    174
      Investing activities................................      117      (266)
      Financing activities................................      (81)       63
</TABLE>
 
  Operating results, combined with proceeds from sales of assets and
businesses, supplemented by net contributions from affiliates and borrowings,
have provided funds for acquisitions and capital investments in existing
businesses, to repurchase Tenneco common stock and to retire long-term debt.
 
                                      40
<PAGE>
 
OPERATING ACTIVITIES
 
  Operating cash flow for the first six months of 1996 declined due to lower
sales of customer receivables compared with the first half of 1995. This
decrease was due primarily to trade receivables sold to Asset Securitization
Cooperative Corporation, which were $140 million lower in the first half of
1996 compared with the first half of 1995. Operating cash flow in the first
half of 1996 also declined as a result of higher tax payments compared with
the first half of 1995 due to the settlement of 1987 through 1989 federal tax
liabilities and TGP's gas contract settlement with ICA and TransTexas for $125
million.
 
INVESTING ACTIVITIES
 
  The sale of other businesses and assets, primarily the Energy Business' 50
percent interest in Kern River, generated an additional $278 million of cash
during the first half of 1996. The acquisition of assets, primarily the
acquisition of PASA, required $225 million of cash during the first half of
1995.
 
  The Energy Business invested $164 million in capital expenditures in its
existing businesses during the first half of 1996. Capital expenditures were
$113 million during the first half of 1995.
 
FINANCING ACTIVITIES
 
  Cash used by financing activities was $81 million during the first six
months of 1996, a $144 million decrease from the same period in 1995. Tenneco
repurchased $122 million in common stock in the first half of 1996, down $328
million from the previous year. Tenneco had short term debt outstanding at the
end of June 1996 of $130 million more than 1996 compared to 1995. Tenneco also
retired $292 million of long term debt in the first six months of 1996
compared to $180 million retired in 1995. Finally, Tenneco received $301
million in cash contributions from affiliates, down from $786 million received
in the first six months of 1995. Cash contributions from affiliates vary based
on cash generated by affiliates from operations net of cash required for
operating and investing activities.
 
CAPITALIZATION
 
<TABLE>
<CAPTION>
                                                           JUNE 30, DECEMBER 31,
                                                             1996       1995
                                                           -------- ------------
                                                                (MILLIONS)
      <S>                                                  <C>      <C>
      Short-term debt and current maturities..............  $  521     $  456
      Long-term debt......................................   1,519      1,811
      Minority interest...................................      18         19
      Preferred stock.....................................     112        130
      Combined equity.....................................   1,054        687
                                                            ------     ------
      Total capitalization................................  $3,224     $3,103
                                                            ======     ======
</TABLE>
 
  Debt decreased $227 million at June 30, 1996 compared with December 31,
1995. For additional information on corporate debt allocation, see "--Interest
Expense (net of interest allocated to affiliates)."
 
LIQUIDITY
 
  Historically, excess net cash flows from operating and investing activities
have been used to meet consolidated debt and other obligations. Conversely,
when cash requirements of the Energy Business have been in excess of cash
flows from operations, Tenneco has utilized its consolidated credit facilities
to fund the Energy Business' obligations. Also, depending on market and other
conditions, the Energy Business has utilized external sources of capital to
meet specific funding requirements. However, during 1995, Tenneco made cash
distributions of approximately $1.3 billion, in the aggregate, to its Tenneco
Automotive, Tenneco Packaging and Newport News subsidiaries to fund strategic
acquisitions and capital spending. The disposition of the chemical operations
of Albright & Wilson, plc and the sales of Case common stock and other assets
provided approximately $1.6 billion for these cash distributions.
 
                                      41
<PAGE>
 
  Prior to the Transaction, Tenneco will restructure its consolidated
indebtedness for money borrowed pursuant to the Debt Realignment through a
series of tender offers, exchange offers, payments, defeasances, and
prepayments. In connection with the Debt Realignment, Tenneco will enter into
the Tenneco Credit Facility, which will consist of a one-year committed
revolving credit facility. Initial borrowings under the Tenneco Credit
Facility will be used to finance certain aspects of the Debt Realignment. For
additional information, see "The Energy Business--Tenneco Credit Facility" and
"Debt and Cash Realignment."
 
  After giving effect to the Refinancing Transactions and based on El Paso's
representations regarding the operations of the Energy Business after the
Merger, Tenneco believes internally generated funds of the Energy Business and
the availability under the credit facility to be entered by Tenneco in
connection with the Transaction (the "Tenneco Credit Facility") will provide
adequate sources of funds to finance the future capital requirements of the
Energy Business including any payments associated with the settlement of the
GSR issues discussed herein.
 
RESULTS OF OPERATIONS FOR THE YEARS 1995 AND 1994
 
1995 STRATEGIC ACTIONS
 
  In December 1995, the Energy Business sold its 50 percent interest in Kern
River, a joint venture that owns a 904-mile pipeline extending from Wyoming to
California. The sales price was $206 million, resulting in a pre-tax gain of
$30 million.
 
  The Energy Business acquired the natural gas pipeline assets of PASA, which
include a 488-mile pipeline, in June 1995 for approximately $225 million and a
50 percent interest in two gas-fired cogeneration plants from ARK Energy in
November 1995 for approximately $65 million in cash and Tenneco common stock.
 
  During 1995, Tenneco completed the $500 million common stock repurchase
program announced in December 1994. Also, in 1995, Tenneco announced two
additional share buyback programs, one for up to 3 million shares and another
for 2.5 million shares. These programs were designed to offset the growth in
common shares resulting from shares issued pursuant to employee benefit plans.
The 3 million share repurchase program was completed in 1995. Since December
1994, Tenneco has repurchased a total of 14.3 million common shares at a cost
of $646 million.
 
RESULTS OF OPERATIONS--YEARS 1995 AND 1994
 
  Net income for 1995 of $157 million increased by three percent compared with
$153 million in 1994. The increased results occurred in both the regulated and
nonregulated businesses, all of which are discussed below.
 
  Significant transactions affecting the comparability of operating income
between 1995 and 1994 are:
 
  . Pre-tax gains on sales of assets and businesses of $11 million in 1995
    (primarily the Energy Business' interest in Kern River) compared with
    gains of $24 million in 1994 (primarily from the sale of a 20 percent
    interest in Tenneco Resources).
 
  . Reserves established in 1995 of $25 million for the liquidation of
    surplus real estate holdings and notes and $30 million for estimated
    regulatory and legal settlement costs at Tenneco Energy.
 
  . A gain from a 1994 contract settlement between Tenneco Energy and
    Columbia Gas Transmission Corporation ("Columbia Gas") of $11 million.
 
<TABLE>
<CAPTION>
                                                                    1995   1994
                                                                   ------ ------
                                                                    (MILLIONS)
   <S>                                                             <C>    <C>
   Revenues....................................................... $1,921 $2,381
   Operating income...............................................    268    367
</TABLE>
 
 
                                      42
<PAGE>
 
NET SALES AND OPERATING REVENUES
 
  The regulated portion of the Energy Business experienced a decline in
revenues from $918 million in 1994 to $761 million in 1995. Lower regulated
merchant gas sales caused a decline of approximately $135 million. Under FERC
Order 636, customers assume the responsibility for acquiring their gas
supplies, reducing sales by the pipeline. Other non-recurring regulatory
settlements that had no operating income impact decreased revenue by $24
million. The $11 million contract settlement reached with Columbia Gas in 1994
as part of its bankruptcy proceedings, along with other contract expirations,
reduced contract volumes, contributing $17 million to the transportation
revenue decline in 1995. Partially offsetting these declines was an increase
in revenues of $30 million due to the implementation by Tenneco Energy of a
new rate structure.
 
  Revenues in the nonregulated operations of the Energy Business were $1,155
million, down $305 million compared with 1994. Average natural gas prices were
lower in 1995 compared with 1994, contributing approximately $175 million to
the revenue decrease. Furthermore, natural gas volumes declined, contributing
$148 million to the revenue decrease. Warmer weather in early 1995 resulted in
lower levels of storage activity during the year, decreasing demand for
natural gas and forcing prices lower. These effects were offset somewhat by
$18 million in revenues earned by the PASA assets which were acquired by the
Energy Business in June 1995.
 
  Revenues from the other operations of the Energy Business were $5 million
compared with $3 million in 1994.
 
INCOME BEFORE INTEREST EXPENSE AND INCOME TAXES (OPERATING INCOME)
 
  Operating income in the regulated portion of the Energy Business was down by
$27 million in 1995 as compared with 1994. The 1995 results included the $30
million pre-tax gain on the sale of the Energy Business' interest in Kern
River, a $7 million loss on the sale of Tenneco Energy's interest in Ozark Gas
Transmission, a $21 million reserve for estimated regulatory and legal
settlement costs while 1994 included the $11 million benefit from the Columbia
Gas contract settlement. Excluding these transactions, the Energy Business'
regulated business operating income decrease was primarily due to the
reduction of revenues of approximately $17 million related to the termination
or expiration of transportation contracts due to the operating environment
created by Order 636. This decrease was partially offset by the benefit TGP
realized of approximately $30 million through a new rate structure implemented
in July 1995.
 
  The 1995 operating income for the nonregulated business decreased $55
million compared with 1994. Operating income in 1994 included a $23 million
gain from the sale of a 20 percent interest in Tenneco Resources to Ruhrgas
AG. The remainder of the operating income decline was due to increased startup
and development costs on international programs of approximately $7 million, a
$9 million reserve for estimated legal settlement costs and lower margins and
volumes due to lower demand in gas marketing which resulted in a $9 million
decrease, an increase in administrative costs of approximately $5 million and
other non-recurring adjustments of $11 million. Operating results of the
Energy Business included $9 million in income from operating the PASA assets
during the last half of 1995.
 
  The Energy Business' other operations reported an operating loss of $65
million during 1995. This included a $25 million charge to establish a reserve
for liquidation of surplus real estate holdings and notes. During 1994, other
operations reported $48 million in operating losses.
 
INTEREST EXPENSE (NET OF INTEREST ALLOCATED TO AFFILIATES)
 
  Interest expense in 1995 was $122 million compared with $142 million in
1994. For a discussion of the historical allocation of indebtedness of Tenneco
and its subsidiaries, see "--Results of Operations for the Six Months Ended
June 30, 1996 and 1995--Interest Expense (net of interest allocated to
affiliates)."
 
INCOME TAXES
 
  Income tax benefit for 1995 was $11 million compared with income tax expense
of $72 million in 1994.
 
                                      43
<PAGE>
 
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE
 
  Effective January 1, 1994, Tenneco adopted FAS No. 112, "Employers'
Accounting for Postemployment Benefits," using the cumulative catch-up method.
It requires employers to account for postemployment benefits for former or
inactive employees after employment but before retirement on the accrual basis
rather than the "pay-as-you-go" basis. The adoption of this new standard had
no material impact on Tenneco Energy's financial position or results of
operations.
 
LIQUIDITY AND CAPITAL RESOURCES
 
CASH FLOW
 
<TABLE>
<CAPTION>
      CASH PROVIDED (USED) BY:                                   1995   1994
      ------------------------                                   -----  -----
                                                                 (MILLIONS)
      <S>                                                        <C>    <C>
      Operating activities...................................... $ 765  $(278)
      Investing activities......................................  (537)  (229)
      Financing activities......................................   (27)   426
</TABLE>
 
 
  Operating results, combined with proceeds from sales of assets and
businesses, and supplemented by contributions from affiliates and short-term
and long-term borrowings, have provided funds for acquisitions and capital
investments in existing businesses and to repurchase Tenneco common stock.
 
OPERATING ACTIVITIES
 
  Operating cash flow for 1995 improved as the Energy Business generated $783
million from the collection and sale of customer receivables compared with
$245 million in 1994. This increase was due primarily to trade receivables
sold to Asset Securitization Cooperative Corporation, which were $783 million
higher in 1995 compared with 1994. The increase in collections of receivables
was also due in part to the collection of approximately $300 million of Case
retail receivables in 1995. In addition, rate refund payments of approximately
$250 million were made to pipeline customers in 1994. The working capital
increase of $652 million were made to pipeline customers in 1994. The working
capital increase of $652 million in 1994 resulted primarily from the reduction
of the pipeline rate refund liability of approximately $250 million and lower
tax accruals of $252 million. The lower tax accruals resulted from the
utilization of capital losses related to the sale of assets.
 
INVESTING ACTIVITIES
 
  Cash used for business acquisitions during 1995 totaled $241 million. This
included the acquisition of PASA for approximately $225 million. Further, the
Energy Business invested $337 million in capital expenditures in its existing
businesses during the year. During 1994, the Energy Business' other cash
sources included $68 million in proceeds from the sale of assets. Capital
expenditures were $345 million for continuing operations.
 
FINANCING ACTIVITIES
 
  In addition to business expansion, the Energy Business used its cash flow
during the year for the scheduled retirement of $497 million in long-term
debt, to reacquire Tenneco common stock for $655 million and to pay $286
million in dividends on Tenneco stock. During 1994, the Energy Business had a
net reduction of $605 million in debt and paid dividends on Tenneco Stock of
$318 million. Other cash sources included net contributions from affiliates of
$1,367 million.
 
                                      44
<PAGE>
 
CAPITALIZATION
<TABLE>
<CAPTION>
                                                                   1995   1994
                                                                  ------ ------
                                                                   (MILLIONS)
      <S>                                                         <C>    <C>
      Short-term debt and current maturities..................... $  456 $  399
      Long-term debt.............................................  1,811  2,242
      Minority interest..........................................     19     19
      Preferred stock............................................    130    147
      Combined equity............................................    687    382
                                                                  ------ ------
      Total capitalization....................................... $3,103 $3,189
                                                                  ====== ======
</TABLE>
 
  Debt decreased $374 million at December 31, 1995 compared with December 31,
1994. For additional information on corporate debt allocation, see "--Results
of Operations for the Six Months Ended June 30, 1996 and 1995--Interest
Expense (net of interest allocated to affiliates)".
 
RESULTS OF OPERATIONS FOR THE YEARS 1994 AND 1993
 
NET SALES AND OPERATING REVENUES
 
  Revenues for 1994 were $2.38 billion, down from $2.87 billion in 1993. The
revenues of the Energy Business were down $485 million or 17 percent as
customers shifted from sales to transportation service in the regulated
business which resulted in a decrease of approximately $325 million, and gas
prices in the nonregulated gas marketing business which decreased revenues by
$122 million. The regulated and nonregulated businesses reported a net volume
decrease which resulted in decreased revenues of $13 million and other
miscellaneous activities resulting in a $6 million decrease, partially offset
by the contract settlement with Columbia Gas of $11 million. 1993 included
increased revenues for non-recurring regulatory settlements that had no
operating income impact of approximately $30 million.
 
INCOME BEFORE INTEREST EXPENSE AND INCOME TAXES (OPERATING INCOME)
 
  The Energy Business reported operating income of $367 million in 1994
compared with $419 million in 1993.
 
  The energy operations reported operating income for 1994 of $415 million,
compared with $411 million in 1993. Special items in 1994 included a $23
million gain on the sale of a 20 percent interest in Tenneco Resources to
Ruhrgas AG and an $11 million contract settlement with Columbia Gas. Special
items in 1993 included $31 million gain on the sale of Viking Gas Transmission
and Dean Pipeline partially offset by $3 million related to regulatory and
legal settlements. When non-recurring items in both years are excluded,
operating income in 1994 declined slightly, compared with 1993. Significant
growth in the nonregulated businesses which contributed $24 million, including
an increase in Tenneco Ventures, was offset by declines in the regulated
business caused by implementing FERC Order 636 resulting in a $16 million
decrease and declines in nonregulated gas marketing prices resulting in an $11
million decrease and $2 million in other miscellaneous activities.
 
  The other operations of the Energy Business reported an operating loss of
$48 million in 1994, compared with operating income of $8 million for 1993.
The 1993 operating income included a gain of $39 million from contributing the
investment of the Energy Business in Cummins Engine Company to the Case
Corporation Pension Plan for Hourly Paid Employees.
 
INTEREST EXPENSE (NET OF INTEREST ALLOCATED TO AFFILIATES)
 
  Net interest expense increased $15 million from $127 million in 1993 to $142
million in 1994. For additional information on corporate debt allocation, see
"--Results of Operations for the Six Months Ended June 30, 1996 and 1995--
Interest Expense (net of interest allocated to affiliates)".
 
                                      45
<PAGE>
 
INCOME TAXES
 
  Income tax expense for 1994 was $72 million compared with $104 million
reported for 1993. The lower tax expense in 1994 was primarily the result of
lower pre-tax earnings.
 
EXTRAORDINARY LOSS
 
  Extraordinary loss for 1993 was $25 million, net of income tax benefit of
$13 million. This was the result of redemption premiums from prepaying high
interest-bearing long-term debt.
 
LIQUIDITY & CAPITAL RESOURCES
 
OPERATING ACTIVITIES
 
  Net cash used by operating activities was $278 million for the year 1994,
compared with net cash provided of $209 million for 1993, a decrease of $487
million. This decrease was due in part to lower sales of receivables in 1994.
Trade receivables sold to Asset Securitization Cooperative Corporation were
$313 million less in 1994 compared with 1993. In addition, rate refund
payments of approximately $250 million were made to pipeline customers in
1994. The working capital increase of $652 million for 1994 resulted primarily
from the reduction of the pipeline rate refund liability of approximately $250
million and lower tax accruals of $252 million. The lower tax accruals
resulted from the utilization of capital losses related to the sale of assets.
 
INVESTING ACTIVITIES
 
  Net cash used by investing activities in 1994 was $229 million, compared
with net cash used of $35 million in 1993. Net proceeds from the sale of
businesses and assets were $68 million in 1994. Net proceeds from the sale of
businesses in 1993 of $114 million resulted from the sales of Dean Pipeline
Company and Viking.
 
  Expenditures for plant, property and equipment from continuing operations
for 1994 were $345 million, compared with $171 million for 1993.
 
FINANCING ACTIVITIES
 
  Cash provided by financing activities was $426 million in 1994 compared to
cash used of $49 million in 1993. During 1993, Tenneco issued $1.2 billion of
common stock which was used to retire long term debt. In 1994, Tenneco issued
stock for $188 million, received cash from affiliates of $1.4 billion,
including approximately $700 million in proceeds from sales of assets by
affiliates, and retired debt of $508 million.
 
FERC MATTERS
 
  TGP has deferred certain costs it has incurred associated with renegotiating
GSR costs as a result of FERC Order 636. For a discussion of TGP's ongoing
settlement and contract reformation discussions with holders of long-term gas
purchase contracts, ongoing discussions between TGP and its customers related
to the recovery of GSR costs and various FERC proceedings relating to TGP cost
recovery of transition costs incurred pursuant to implementation of FERC Order
636, see "The Energy Business--Interstate Pipeline Operations--Federal
Regulation" contained herein.
 
ENVIRONMENTAL MATTERS
 
  Tenneco Energy and certain of its subsidiaries are subject to various
environmental claims and proceedings relating to its current businesses and
discontinued operations. See "The Energy Business--Environmental Matters."
 
                                      46
<PAGE>
 
                                THE TRANSACTION
 
  The Distributions, Merger and Charter Amendment are separate parts of the
Transaction, none of which will be consummated unless the Transaction as a
whole is approved at the Tenneco Special Meeting (although Tenneco may elect
subsequently to proceed with one or more of the transactions included in the
Transaction which do not require stockholder approval if the Transaction is
not approved). The Distributions will not be consummated until all other
conditions to the Merger have been satisfied (or can be contemporaneously
satisfied), other than the filing of a Certificate of Merger with the
Secretary of State of Delaware.
 
  The principal transactions which will be undertaken to consummate the
Transaction include the (i) NPS Issuance, (ii) Debt Realignment, (iii)
Corporate Restructuring Transactions, (iv) Cash Realignment (as defined), (v)
Charter Amendment, (vi) Distributions, and (vii) Merger.
 
  The Transaction is being submitted as a single, unified proposal to
Tenneco's existing stockholders for consideration at the Tenneco Special
Meeting. Approval of the Transaction requires the affirmative vote of (i)
holders of a majority of the outstanding shares of the Tenneco Common Stock
and Tenneco $7.40 Preferred Stock, voting together as a class, and (ii)
holders of a majority of the shares of $7.40 Preferred Stock and $4.50
Preferred Stock, voting together as a class. If the Junior Preferred Stock to
be issued in the NPS Issuance is issued prior to effectiveness of the Charter
Amendment, the holders thereof will be entitled to vote on the Distributions
and the Charter Amendment. In such event, Tenneco will obtain the consent of
the initial record holders of such Junior Preferred Stock to the Distributions
and the Charter Amendment in connection with the NPS Issuance.
 
                                      47
<PAGE>
 
  The following sections entitled "The NPS Issuance," "Debt and Cash
Realignment," "Corporate Restructuring Transactions," "The Distributions" and
"The Merger" contain descriptions of certain provisions of the Distribution
Agreement and Merger Agreement. These descriptions are only summaries and do
not purport to be complete. These descriptions are qualified in their entirety
by reference to the complete text of the Distribution Agreement and Merger
Agreement. Copies of the Distribution Agreement and Merger Agreement as
currently in effect are filed as exhibits to the Registration Statement of
which this Prospectus is a part.
 
                               THE NPS ISSUANCE
 
  Prior to the Merger, Tenneco will issue new shares of Junior Preferred Stock
in one or more series pursuant to the NPS Issuance in an amount calculated to
have, to the extent possible, an aggregate value as of the Merger Effective
Time that is equal to approximately 25% (but in any event more than 20%) of
the total value of all shares of Tenneco capital stock then outstanding.
Holders of the Junior Preferred Stock issued pursuant to the NPS Issuance will
possess the right to elect, voting as a class, a number of directors of
Tenneco representing one-sixth of the members of the Board of Directors of
Tenneco and the Tenneco Board of Directors will be set at six or an integral
multiple of six. The NPS Issuance Proceeds are estimated to be approximately
$275 million. Tenneco expects to use the net NPS Issuance Proceeds (presently
expected to be approximately $265 million) to repay a portion of the
outstanding Tenneco Energy Consolidated Debt pursuant to the Debt Realignment.
 
  Under the existing terms of the Tenneco Charter, the approval of a majority
of the outstanding Junior Preferred Stock will be required to effect the
Distributions and the approval of two-thirds of the outstanding Junior
Preferred Stock will be required to effect the Charter Amendment if the Junior
Preferred Stock is issued prior to the Charter Amendment becoming effective
(which is expected to occur immediately following the Tenneco Special Meeting,
assuming its approval thereat). Accordingly, if the NPS Issuance occurs prior
to the effectiveness of the Charter Amendment, as part of the NPS Issuance,
the Charter Amendment and Distributions will be submitted for approval by the
initial record holders of the Junior Preferred Stock issued pursuant to the
NPS Issuance (which will be the underwriters for the public offering) by
written consent in lieu of a meeting. Notwithstanding such approval, persons
who become record holders of the Junior Preferred Stock on or prior to the
date of the Tenneco Special Meeting will have the right to demand appraisal of
their shares of Junior Preferred Stock at or prior to the Special Meeting.
 
  The shares of Junior Preferred Stock issued pursuant to the NPS Issuance
will not be converted or otherwise exchanged in the Merger and will remain
outstanding immediately following consummation thereof (held by the persons
who were the holders of such shares prior to the Merger), and the holders
thereof will receive no consideration in respect thereof in connection with
the Merger. See "The Charter Amendment."
 
                                      48
<PAGE>
 
                           DEBT AND CASH REALIGNMENT
 
  In general, from and after the Distributions each of Tenneco, New Tenneco
and Newport News will be responsible for the debts, liabilities and
obligations related to the business or businesses that it owns and operates
following consummation of the Corporate Restructuring Transactions. See
"Corporate Restructuring Transactions" and "The Distributions." Tenneco's
historical practice, however, has been to generally incur indebtedness for its
consolidated group at the parent company level or at a limited number of
subsidiaries, rather than at the operating company level, and to centrally
manage various cash functions. Accordingly, the Merger Agreement, Distribution
Agreement, and Ancillary Agreements provide for (i) the pre-Distribution
restructuring of the Tenneco Energy Consolidated Debt pursuant to the Debt
Realignment, (ii) the allocation among each of Tenneco, New Tenneco and
Newport News of the total amount of cash and cash equivalents on hand as of
the Merger Effective Time pursuant to the Cash Realignment and (iii) the
allocation of responsibility for certain capital expenditures related to the
Energy Business.
 
DEBT REALIGNMENT
 
  The Merger Agreement requires Tenneco to, or to cause its relevant
subsidiaries to, obtain the requisite consents of the various lenders to
permit consummation of the Transaction and tender for, exchange, redeem,
prepay, defease or let mature the Tenneco Energy Consolidated Debt prior to
the Distributions.
 
  The Debt Realignment is intended to reduce the total amount of the Tenneco
Energy Consolidated Debt to an amount that, when added to the total amount of
certain other obligations of the Energy Business outstanding, as of the Merger
Effective Time (the "Actual Energy Debt Amount"), is equal to $2.65 billion,
less the NPS Issuance Proceeds and subject to certain other specified
adjustments (the "Base Debt Amount"). As of June 30, 1996, the total book
value of Tenneco Energy Consolidated Debt was $4,443 million, including $624
million of short-term debt (excluding the current portion of long-term debt),
$75 million of non-public debt and $3,734 million book value ($3,955 million
principal amount) of publicly traded debt (the "Public Debt"). The short-term
debt consists primarily of commercial paper and bank borrowings under
Tenneco's current credit facilities. The Public Debt includes an aggregate of
$2,619 million, $436 million and $679 million book value ($2,625 million, $650
million and $680 million principal amount) of Public Debt issued in various
series under several different indentures by Tenneco, and by its subsidiaries
TGP and Tenneco Credit Corporation ("TCC"), respectively.
 
  The short-term debt will be retired with cash and some of the non-public
debt is expected to remain in place subject to the consent of the lenders. In
addition, Tenneco and its subsidiaries will defease or let mature
approximately $428 million of Public Debt, New Tenneco will offer to exchange
debt obligations of New Tenneco (the "New Tenneco Debt") for $1.95 billion of
aggregate principal amount of Public Debt (the "Debt Exchange Offers") and
Tenneco will offer to purchase for cash approximately $1.58 billion of
aggregate principal amount of Public Debt pursuant to a series of tender
offers (the "Debt Tender Offers"). The defeasances, Debt Tender Offers and
related extinguishments described above, as well as the retirement of existing
short-term and non-public debt, will be financed by internally generated cash,
borrowings by Tenneco under the Tenneco Credit Facility (the "Tenneco
Revolving Debt"), the net NPS Issuance Proceeds, the sale of certain TCC
receivables and a cash dividend of $600 million to be paid by Newport News to
Tenneco or one of its subsidiaries principally using borrowings under one or
more credit facilities and/or financings to be entered into by Newport News in
connection with the Transaction (the "Newport News Financings"). The balance
of the funding will be financed by a cash dividend to be paid by New Tenneco
to Tenneco principally using borrowings under a new credit facility to be
entered into by New Tenneco in connection with the Transaction (the "New
Tenneco Credit Facility"). Upon consummation of the Debt Exchange Offers,
Tenneco will purchase for cash (and subsequently extinguish) the Public Debt
held by New Tenneco (which cash will then be distributed back to Tenneco as a
dividend). Upon consummation of the Debt Tender Offers, the Public Debt
acquired thereby will be extinguished.
 
 
                                      49
<PAGE>
 
  Accordingly, after giving effect to the Debt Realignment, Tenneco and its
remaining subsidiaries after giving effect to the Transaction (the "Energy
Group") will remain responsible for all of the Tenneco Energy Consolidated
Debt which remains outstanding and any Tenneco Revolving Debt, Newport News
will be responsible for all borrowings under the Newport News Financings and
New Tenneco will be responsible for the New Tenneco Debt and all borrowings
under the New Tenneco Credit Facility. Completion of the Debt Realignment is a
condition of the obligation of Tenneco and El Paso to consummate the Merger.
 
  The Debt and Cash Allocation Agreement to be entered into among Tenneco, New
Tenneco and Newport News in connection with the Distributions (the "Debt and
Cash Allocation Agreement") contemplates that, as of the Merger Effective
Time, the Actual Energy Debt Amount be limited to the Base Debt Amount. The
Base Debt Amount will equal $2.65 billion less the NPS Issuance Proceeds, (i)
plus the sum of: (a) the amount of all cash payments made by Tenneco and its
subsidiaries during the period from June 19, 1996 to the Merger Effective Time
(the "Merger Interim Period") in respect of gas purchase contracts as a result
or in respect of any settlement, judgment or satisfaction of a bond in excess
of the market price for gas received under such contracts by Tenneco and its
subsidiaries reduced by the amount of any cash payments received by Tenneco
and its subsidiaries from customers, insurers or other third parties in
respect of any such settlement, judgment or satisfaction of a bond (other than
ones refunded prior to the Merger Effective Time) or with respect to any GSR
costs recovered (and not refunded) on or prior to the Merger Effective Time,
(b) the amount of any purchase price paid by Tenneco or its subsidiaries
during the Merger Interim Period to acquire an additional interest in certain
existing pipeline operations, and (c) the amount of all cash payments made by
Tenneco and any of the Energy Subsidiaries during the Merger Interim Period in
settlement of any significant claim, action, suit or proceeding to the extent
such matter would be an Energy Liability and with the consent of El Paso,
which shall not be arbitrarily withheld, reduced by the amount of any payments
by or recoveries from third parties received by Tenneco or its subsidiaries
during the Merger Interim Period relating to any such settlement, and (ii)
less the amount, calculated as of the Merger Effective Time, of any rate
refunds, including interest, which become payable to customers pursuant to the
finally approved settlement at FERC Docket RP95-112 and which have not been
paid as of the Merger Effective Time, whether such amounts are to be paid to
customers or credited against GSR costs pursuant to such settlement. The
Actual Energy Debt Amount will include the following amounts, as of the Merger
Effective Time: (i) outstanding amounts under the Tenneco Revolving Debt (plus
accrued and accreted interest and fees), (ii) the value of any remaining
Public Debt, (iii) the outstanding amount of other Tenneco Energy Consolidated
Debt (plus accrued and accreted interest and fees), (iv) the unpaid amount of
Transaction expenses incurred by Tenneco and its subsidiaries, (v) any sales
and use, gross receipt or other transfer taxes applicable to the Transaction,
(vi) certain income taxes resulting from the Transaction, (vii) the
outstanding amount of any off balance sheet indebtedness incurred after the
date of the Merger Agreement to finance the acquisition by Tenneco of an
additional interest in the pipeline operations referred to above, and (viii)
unpaid dividends on Tenneco stock which have a record date before the Merger
Effective Time.
 
  Pursuant to the Debt Cash Adjustment, if the post-Transaction audit
conducted by the parties determines that the Actual Energy Debt Amount as of
the Merger Effective Time exceeds the Base Debt Amount, New Tenneco will be
required to pay the excess to Tenneco in cash. Likewise, Tenneco will be
required to pay to New Tenneco in cash the amount, if any, by which such
Actual Energy Debt Amount is less than the Base Debt Amount.
CAPITAL EXPENDITURE ADJUSTMENT
 
  Also in connection with the Debt Realignment, Tenneco has agreed that, (i)
the indebtedness for borrowed money of Tenneco and its direct and indirect
subsidiaries after giving effect to the Distributions as of the Merger
Effective Time (other than the Tenneco Revolving Debt) will contain only
specified financial and operational covenants, and (ii) with respect to the
Public Debt for which Tenneco and the Energy Subsidiaries will remain liable
after the Merger, there shall be no extension of maturity or average life,
increase in interest rates or adverse change in defeasance or redemption
provisions.
 
 
                                      50
<PAGE>
 
  As part of the Debt Tender Offers and the Debt Exchange Offers, Tenneco or
New Tenneco, as the case may be, will solicit the consent of the holders of
certain of the Public Debt to make various amendments to the indentures of
Tenneco, TGP and TCC governing such Public Debt. The approval of a majority in
aggregate principal amount of all series of Public Debt of Tenneco taken
together as a single class is necessary to amend the indenture under which
Public Debt was issued by Tenneco. The approval of 66 2/3% in aggregate
principal amount of the series of Public Debt of TGP is subject to a Debt
Tender Offer is necessary to amend the indenture under which such Public Debt
was issued. The approval of 66 2/3% in aggregate principal amount of all
series of the senior TCC Public Debt that are subject to the Debt Tender
Offers, taken together, and all series of the TCC subordinated Public Debt
that are subject to the Debt Tender Offers, taken together, are necessary to
amend the indentures under which such Public Debt was issued.
 
  The obligation of Tenneco to consummate the Debt Tender Offers and the
obligation of New Tenneco to consummate the Debt Exchange Offers, are
conditioned upon sufficient Public Debt being tendered and/or exchanged such
that the necessary amendments to the relevant indentures have been approved
and such tenders have not been withdrawn (which condition may be waived).
 
  The offering of the New Tenneco Debt in the Debt Exchange Offer will be made
by means of a separate prospectus that constitutes a part of New Tenneco's
Registration Statement on Form S-4 which will be filed with the Commission.
The Debt Tender Offers will be made only by means of an offer to purchase made
by Tenneco.
 
CAPITAL EXPENDITURE ADJUSTMENT
 
  Also as part of the Debt Realignment, Tenneco has agreed to make certain
minimum capital expenditures with respect to the Energy Business pending
consummation of the Transaction. If the actual amount of such capital
expenditures exceeds the required amount, after consummation of the
Transaction Tenneco will be required to pay the excess to New Tenneco in cash.
Likewise, New Tenneco will be required to pay to Tenneco in cash the amount,
if any, by which such actual capital expenditures are less than the required
amount. The required amount of Energy Business capital expenditures is equal
to $333,200,000 for 1996, plus $27,750,000 per month for each month (or pro
rata portion) from January 1, 1997 to the Merger Effective Time.
 
CASH REALIGNMENT
 
  The total amount of cash and cash equivalents of Tenneco and its
consolidated subsidiaries (which, as of June 30, 1996, totalled approximately
$229 million), as of the Merger Effective Time will be allocated $25 million
to Tenneco, $5 million to Newport News and the balance to New Tenneco (the
"Cash Realignment"). Following the post-Transaction audit described above, New
Tenneco will be required to pay to Tenneco or Newport News, as the case may
be, the amount of any shortfall as of the Merger Effective Time from the
above-reflected allocation. Likewise, Tenneco and Newport News will each be
required to pay to New Tenneco any excess cash and cash equivalents as of the
Merger Effective Time determined pursuant to such audit.
 
                     CORPORATE RESTRUCTURING TRANSACTIONS
 
  Pursuant to the Distribution Agreement, prior to consummation of the
Distributions, Tenneco will effect the Corporate Restructuring Transactions
through a series of intercompany transfers and distributions. Upon completion
of the Corporate Restructuring Transactions, Tenneco's existing businesses and
assets will be restructured, divided and separated so that, upon consummation
of the Distributions, substantially all of the assets, liabilities and
operations of (i) the Industrial Business will be owned and operated, directly
and indirectly, by New Tenneco, and (ii) the Shipbuilding Business will be
owned and operated, directly and indirectly, by Newport News. As a result of
the Corporate Restructuring Transactions, upon consummation of the
Distributions the remaining assets, liabilities and operations of Tenneco and
its remaining subsidiaries will consist solely of
 
                                      51
<PAGE>
 
those related to the Energy Business, which includes liabilities and limited
assets relating to discontinued Tenneco operations not related to the
Industrial Business or the Shipbuilding Businesses.
 
  The assets which will be owned by New Tenneco upon consummation of the
Corporate Restructuring Transactions (the "Industrial Assets") are generally
those related to the past and current conduct of the Industrial Business, as
reflected on the New Tenneco June 30, 1996 pro forma balance sheet attached as
an exhibit to the Distribution Agreement (plus any subsequently acquired asset
which is of a nature or type that would have resulted in such asset being
included thereon had it been acquired prior to the date thereof), plus all
rights expressly allocated to New Tenneco and its subsidiaries under the
Distribution Agreement or any Ancillary Agreement. As part of the Corporate
Restructuring Transactions, New Tenneco will acquire various corporate assets
of Tenneco such as the "Tenneco" trademark and associated rights, other
intellectual property and certain office space and related equipment. The
assets which will be owned by Newport News (the "Shipbuilding Assets") upon
consummation of the Corporate Restructuring Transactions are generally those
related to the past and current conduct of the Shipbuilding Business, as
reflected on the Newport News June 30, 1996 pro forma balance sheet attached
as an exhibit to the Distribution Agreement (plus any subsequently acquired
asset which is of a nature or type that would have resulted in such asset
being included thereon had it been acquired prior to the date thereof), plus
all rights expressly allocated to Newport News and its subsidiaries under the
Distribution Agreement or any Ancillary Agreement. The remaining assets of
Tenneco (the "Energy Assets") will continue to be owned and operated by
Tenneco following the Transaction. See "The Energy Business."
 
  The liabilities to be retained or assumed by New Tenneco pursuant to the
Distribution Agreement (the "Industrial Liabilities") generally include (i)
those liabilities related to the Industrial Assets and the current and past
conduct of the Industrial Business, including liabilities reflected on the New
Tenneco June 30, 1996 pro forma balance sheet which remain outstanding as of
the Distribution Date (plus subsequently incurred or accrued liabilities
determined on a basis consistent with the determination of liabilities
thereon), and (ii) those liabilities expressly allocated to New Tenneco or its
subsidiaries under the Distribution Agreement or any Ancillary Agreement.
 
  The liabilities to be retained or assumed by Newport News pursuant to the
Distribution Agreement (the "Shipbuilding Liabilities") generally include (i)
those liabilities related to the Shipbuilding Assets and the current and past
conduct of the Shipbuilding Business, including liabilities reflected on the
aforementioned Newport News June 30, 1996 pro forma balance sheet which remain
outstanding as of the Distribution Date (plus subsequently incurred or accrued
liabilities determined on a basis consistent with the determination of
liabilities thereon), and (ii) those liabilities expressly allocated to
Newport News or its subsidiaries under the Distribution Agreement or any
Ancillary Agreement.
 
  The liabilities to be retained or assumed by Tenneco pursuant to the
Distribution Agreement (the "Energy Liabilities") generally include (i) those
liabilities related to the Energy Assets and the current and past conduct of
the Energy Business, including liabilities reflected on the Energy Business
June 30, 1996 pro forma balance sheet attached as an exhibit to the
Distribution Agreement and included elsewhere herein which remain outstanding
as of the Distribution Date (plus subsequently incurred or accrued liabilities
determined on a basis consistent with the determination of liabilities
thereon), (ii) those liabilities expressly allocated to Tenneco or its
subsidiaries under the Distribution Agreement or any Ancillary Agreement, and
(iii) all other liabilities of Tenneco or any other member of the Energy Group
which do not constitute Industrial Liabilities or Shipbuilding Liabilities.
 
  For a description of certain liabilities that will be expressly allocated
among Tenneco, New Tenneco and Newport News by the Distribution Agreement and
Ancillary Agreements, including liabilities for the Tenneco Energy
Consolidated Debt, taxes and certain employee benefits, see "Debt and Cash
Realignment," "The Distributions--Certain Other Pre-Distribution Transactions"
and "The Distributions--Relationship Among Tenneco, New Tenneco and Newport
News After the Distributions."
 
                                      52
<PAGE>
 
                               THE DISTRIBUTIONS
 
MANNER OF DISTRIBUTION
 
  Pursuant to the Distribution Agreement, the Tenneco Board of Directors will
declare the special distribution to effect the Distributions and will set the
Distribution Date (which should be immediately prior to the Merger Effective
Time). Subject to the conditions summarized below, on the Distribution Date
Tenneco will distribute pro rata to all holders of record of Tenneco Common
Stock (i) one share of New Tenneco Common Stock for every share of Tenneco
Common Stock so held, and (ii) one share of Newport News Common Stock for
every five shares of Tenneco Common Stock so held. Pursuant to the
Distribution Agreement, as soon as practicable on or after the Distribution
Date, Tenneco will deliver to First Chicago Trust Company of New York, as
distribution agent for holders of Tenneco Common Stock as of the Distribution
Date, certificates representing such shares of New Tenneco Common Stock and
Newport News Common Stock as are required for the Distributions.
 
CERTAIN OTHER PRE-DISTRIBUTION TRANSACTIONS
 
  Settlement of Intercompany Accounts. Pursuant to the Distribution Agreement,
all intercompany receivables, payables and loans (unless specifically provided
for in any Ancillary Agreement) between entities which will be the members of
separate business groups following consummation of the Distributions must be
settled, capitalized or converted into ordinary trade accounts as of the close
of business on the Distribution Date. Further, all intercompany agreements
between members of different business groups (other than those contemplated by
the Transaction) will be terminated.
 
  Certain Consent Requirements. Pursuant to the Distribution Agreement, each
party has agreed to use its best efforts to obtain any third-party consents or
approvals that are required to consummate the transactions contemplated
thereby. Consent of the holders of certain of the Tenneco Energy Consolidated
Debt will be required and sought in connection with the Distributions. See
"Debt and Cash Realignment." Tenneco presently believes that it will be able
to obtain in a timely manner all required third-party consents with respect to
its material contractual obligations in connection with the Distributions.
 
  Other. The Distribution Agreement also requires that a variety of other
actions be taken by Tenneco and/or its subsidiaries prior to consummation of
the Distributions including, without limitation, (i) certain corporate
organizational actions with respect to New Tenneco and Newport News, (ii) the
transfer and assignment of certain licenses and permits among Tenneco and its
subsidiaries after giving effect to the Transaction, New Tenneco and its
subsidiaries after giving effect to the Transaction (the "Industrial Group")
and Newport News and its subsidiaries after giving effect to the Transaction
(the "Shipbuilding Group"), (iii) assignment and assumption of agreements that
relate exclusively to the Energy Business, Industrial Business or Shipbuilding
Business to the Energy Group, Industrial Group or Shipbuilding Group, as
appropriate (with joint agreements to be assigned and assumed in part), and
(iv) the preparation and filing of NYSE listing applications and necessary
federal and state securities laws filings.
 
RELATIONSHIP AMONG TENNECO, NEW TENNECO AND NEWPORT NEWS AFTER THE
DISTRIBUTIONS
 
  Tenneco, New Tenneco and Newport News have entered into the Distribution
Agreement, which governs certain aspects of their relationships both prior to
and following the Distributions. See "--Certain Other Pre-Distribution
Transactions." In addition, prior to the Distributions, Tenneco, New Tenneco
and/or Newport News (and their appropriate subsidiaries) will enter into the
Ancillary Agreements which are intended to further effect the disaffiliation
of the Energy Business, Industrial Business and the Shipbuilding Business and
to govern certain additional aspects of their ongoing relationships.
 
  Terms of the Distribution Agreement. In addition to providing for the terms
of the Distributions and the various actions to be taken prior to the
Distributions, the Distribution Agreement contains other agreements
 
                                      53
<PAGE>
 
governing the relationship among Tenneco, New Tenneco and Newport News prior
to and following the Distributions.
 
  The Distribution Agreement provides that, from and after the Distribution
Date, (i) Tenneco shall (and shall cause the other members of the Energy Group
to) assume, pay, perform and discharge all Energy Liabilities in accordance
with their terms, (ii) New Tenneco shall (and shall cause the other members of
the Industrial Group to) assume, pay, perform and discharge all Industrial
Liabilities in accordance with their terms, and (iii) Newport News shall (and
shall cause the other members of the Shipbuilding Group to) assume, pay,
perform and discharge all Shipbuilding Liabilities in accordance with their
terms.
 
  In addition, the Distribution Agreement provides for cross-indemnities that
require (i) Tenneco to indemnify New Tenneco and Newport News (and their
respective subsidiaries and certain other related parties) against all losses
arising out of or in connection with the Energy Liabilities or the breach of
the Distribution Agreement or any Ancillary Agreement by Tenneco, (ii) New
Tenneco to indemnify Tenneco and Newport News (and their respective
subsidiaries and certain other related parties) against all losses arising out
of or in connection with the Industrial Liabilities or the breach of the
Distribution Agreement or any Ancillary Agreement by New Tenneco, and (iii)
Newport News to indemnify Tenneco and New Tenneco (and their respective
subsidiaries and certain other related parties) against all losses arising out
of or in connection with the Shipbuilding Liabilities or the breach of the
Distribution Agreement or any Ancillary Agreement by Newport News.
 
  Pursuant to the Distribution Agreement, each of the parties has agreed to
use all reasonable efforts to take or cause to be taken all action, and do or
cause to be done all things, reasonably necessary, proper or advisable to
consummate the transactions contemplated by and carry out the purposes of the
Distribution Agreement. As such, the Distribution Agreement provides that if
any contemplated pre-Transaction transfers and assignments have not been
effected on or prior to the Distribution Date, the parties will cooperate to
effect such transfers as quickly thereafter as practicable. The entity
retaining any asset or liability which should have been transferred prior to
the Distribution Date will continue to hold that asset for the benefit of the
party entitled thereto or that liability for the account of the party required
to assume it, and must take such other action as may be reasonably requested
by the party to whom such asset was to be transferred or by whom such
liability was to be assumed in order to place such party, insofar as
reasonably possible, in the same position as would have existed had such asset
or liability been transferred or assumed as contemplated by the Distribution
Agreement.
 
  The Distribution Agreement provides for the transfer of books and records
among Tenneco, New Tenneco and Newport News and their respective subsidiaries
and grants to each party access to certain information in the possession of
the others (subject to certain confidentiality requirements). In addition, the
Distribution Agreement provides for the allocation of shared privileges with
respect to certain information and requires each party to obtain the consent
of the others prior to waiving any shared privilege.
 
  Terms of the Ancillary Agreements. Below are descriptions of the principal
Ancillary Agreements to be entered into by Tenneco, New Tenneco and/or Newport
News (and, in certain circumstances, their appropriate subsidiaries) prior to
consummation of the Distributions.
 
  Benefits Agreement
 
   The Benefits Agreement to be entered into by and among Tenneco, New Tenneco
 and Newport News (the "Benefits Agreement") will define certain labor,
 employment, compensation and benefit matters in connection with the
 Distributions and the transactions contemplated thereby. Pursuant to the
 Benefits Agreement, from and after the Distribution Date each of Tenneco, New
 Tenneco and Newport News will continue employment of each of their respective
 retained employees (subject to their rights to terminate said employees) with
 the same compensation as prior to the Distribution Date, continue to honor
 all related existing collective bargaining agreements, recognize related
 incumbent labor organizations and continue sponsorship of hourly employee
 benefit plans. New Tenneco will become the sole sponsor of the Tenneco Inc.
 Retirement Plan (the "TRP") and of the Tenneco Inc. Thrift Plan (the "Tenneco
 Thrift Plan") from and after the
 
                                      54
<PAGE>
 
 Distribution Date, and Tenneco and Newport News will establish defined
 contribution plans for the benefit of each of their respective employees to
 which the account balances of retained and former employees of Tenneco and
 Newport News in the Tenneco Thrift Plan will be transferred. The benefits
 accrued by Tenneco and Newport News employees in the TRP will be frozen as of
 the last day of the calendar month including the Distribution Date, and New
 Tenneco will amend the TRP to provide that all benefits accrued through that
 day by Tenneco and Newport News employees are fully vested and non-
 forfeitable. Tenneco will retain and assume employment contracts with certain
 individuals. All liabilities under the Tenneco Inc. Benefit Equalization Plan
 and the Supplemental Executive Retirement Plan will be assumed by New Tenneco
 pursuant to the Benefits Agreement; however, New Tenneco is entitled to
 reimbursement for certain payments thereunder from Tenneco and Newport News.
 Generally, each of Tenneco, New Tenneco and Newport News will retain
 liabilities with respect to the welfare benefits of its current and former
 employees and their dependents, but Tenneco will assume all liabilities for
 retiree medical benefits of the employees of discontinued operations and
 their dependents. In addition, as of the Distribution Date, participation by
 retained and former employees of Tenneco and Newport News in the Tenneco Inc.
 Deferred Compensation Plan and the 1993 Deferred Compensation Plan will be
 discontinued.
 
  Debt and Cash Allocation Agreement
 
   The Debt and Cash Allocation Agreement will govern the allocation among the
 parties of the cash and cash equivalents of Tenneco and its consolidated
 subsidiaries on hand as of the Merger Effective Time and responsibility for
 certain capital expenditures related to the Energy Business, as described
 above under "Debt and Cash Realignment." The Debt and Cash Allocation
 Agreement will also (i) require Newport News to make a $600 million dividend
 to Tenneco or one of its subsidiaries to be used in connection with the Debt
 Realignment, (ii) govern certain terms of the Tenneco Revolving Debt, (iii)
 govern the conduct of the post-Transaction audit to be undertaken to
 ascertain the Actual Energy Debt Amount and the amount of cash and cash
 equivalents held by each of Tenneco, New Tenneco and Newport News upon
 consummation of the Transaction, and (iv) require New Tenneco to pay in cash
 to Tenneco the amount, if any, by which the Actual Energy Debt Amount exceeds
 the Base Debt Amount (and require Tenneco to pay in cash to New Tenneco the
 amount, if any, by which the Actual Energy Debt Amount is less than the Base
 Debt Amount). See "Debt and Cash Realignment."
 
  Insurance Agreement
 
   Tenneco has historically maintained at the parent-company level various
 insurance policies for the benefit or protection of itself and its
 subsidiaries. The Insurance Agreement to be entered into among Tenneco,
 Newport News and New Tenneco (the "Insurance Agreement") in connection with
 the Distributions will provide for the respective continuing rights and
 obligations from and after the Distribution Date of the parties with respect
 to these insurance policies (other than directors' and officers' liability
 insurance policies, which are addressed by the Merger Agreement).
 
   Pursuant to the Insurance Agreement, in general, following consummation of
 the Transaction policies which relate exclusively to the Energy Business or a
 member of the Energy Group will be retained by Tenneco, policies which relate
 exclusively to the Industrial Business or a member of the Industrial Group
 will be retained by New Tenneco and policies which relate exclusively to the
 Shipbuilding Business or a member of the Shipbuilding Group will be retained
 by Newport News.
 
   Pursuant to the Insurance Agreement, any non-exclusive Tenneco policies
 which are in effect as of the Distribution Date (other than those which are
 cost plus, fronting, high deductible or retrospective premium programs, as
 described below) will either be transferred into the name of New Tenneco or
 cancelled, at New Tenneco's option. In general, "go-forward" coverage under
 these policies for the Energy Group and Shipbuilding Group (and certain
 related persons) will be terminated as follows: (i) coverage under "claims-
 made" policies (i.e., those policies which provide coverage for claims made
 during a specified period) will be terminated on the Distribution Date for
 any claims not made prior thereto, and (ii) coverage under
 
                                      55
<PAGE>
 
 "occurrence-based" policies (i.e., those policies which provide coverage for
 acts or omissions occurring during a specified period) will be terminated on
 the Distribution Date for acts or omissions occurring thereafter. However,
 the Energy Group, Industrial Group and Shipbuilding Group (and certain
 related persons) will all continue to have access to these policies ("go-
 backward" coverage) for claims made prior to the Distribution Date, in the
 case of claims-made policies, and for acts or omissions which occurred prior
 to the Distribution Date, in the case of occurrence-based policies (subject
 to certain obligations to replace exhausted policy limits). Each respective
 group will be liable for and get the benefit of premiums, costs and charges
 under these policies that relate to its coverage thereunder.
 
   Pursuant to the Insurance Agreement, policies which are cost plus,
 fronting, high deductible or retrospective premium programs will be retained
 by the Energy Group following the Distributions and shall provide no go-
 forward coverage to the Industrial Group or Shipbuilding Group. However, go-
 backward coverage will continue to be available to these groups, subject to
 an obligation to reimburse Tenneco for premiums, costs and charges under
 these policies related to their respective coverages following the
 Distributions. Following the Distributions, Tenneco will be required to
 maintain in place certain letters of credit and surety bonds securing
 obligations under these policies.
 
  Tax Sharing Agreement
 
   The Tax Sharing Agreement to be entered into among Tenneco, Newport News,
 New Tenneco and El Paso (the "Tax Sharing Agreement") will provide for the
 allocation among the parties of tax liabilities arising prior to, as a result
 of, and subsequent to the Distributions. As a general rule, Tenneco will be
 liable for all taxes not specifically allocated to New Tenneco or Newport
 News under the specific terms of the Tax Sharing Agreement. Generally, New
 Tenneco will be liable for taxes imposed exclusively on the Industrial Group,
 and Newport News will be liable for taxes imposed exclusively on the
 Shipbuilding Group (including for pre-Distribution periods, taxes imposed on
 Newport News, formerly known as Tenneco InterAmerica Inc.). Federal income
 taxes imposed on the combined activities of Tenneco, the Industrial Group,
 and the Shipbuilding Group will be allocated among the business groups
 according to their respective shares of consolidated taxable income, except
 that (i) tax benefits attributable to the Debt Realignment ("Debt Discharge
 Items"), presently anticipated to total approximately $120 million, will be
 specifically allocated to the Industrial Group, and (ii) tax benefits
 attributable to certain items included in the Base Debt Amount ("Base Debt
 Amount Adjustment Items") will be specifically allocated to Tenneco. In the
 case of state income taxes imposed on the combined activities of the business
 groups, Tenneco will be responsible for payment of the combined tax to the
 state tax authority, and New Tenneco and Newport News will pay Tenneco a
 deemed tax equal to the tax that would be imposed if the Industrial Group and
 the Shipbuilding Group had filed combined returns for their respective
 groups, except that Debt Discharge Items and Base Debt Amount Adjustment
 Items will be specifically allocated to New Tenneco and Tenneco,
 respectively.
 
   In general, Tenneco will be responsible for any taxes imposed on or
 resulting from the Transaction ("Transaction Taxes"). New Tenneco will be
 responsible for any Transaction Taxes resulting from any inaccuracy in
 factual statements or representations in connection with the IRS Ruling
 Letter or the tax opinion to be received by Tenneco in connection with the
 Transaction (the "Tax Opinion") to the extent attributable to facts in
 existence prior to the Merger, but excluding facts relating to the
 Shipbuilding Group or El Paso. Newport News and El Paso will each be
 responsible for the accuracy of any factual statements or representations
 relating to them or their respective affiliates. Each of New Tenneco, Newport
 News, and El Paso will be responsible for any Transaction Tax to the extent
 such tax is attributable to action taken by that entity which is inconsistent
 with tax treatment contemplated in the IRS Ruling Letter or Tax Opinion.
 Certain Transaction Taxes (i.e., transfer taxes, and federal and state income
 taxes imposed on those Corporate Restructuring Transactions which are known
 to be taxable) are included in the determination of the Actual Energy Debt
 Amount and consequently may be economically borne by New Tenneco (because New
 Tenneco must pay to Tenneco in cash the amount, if any, by which the Actual
 Energy Debt Amount exceeds the Base Debt Amount). If between the date of the
 Merger Agreement and the Merger Effective Time, there is a change
 
                                      56
<PAGE>
 
 in law (as defined in the Tax Sharing Agreement) and as a result of such
 change in law Tenneco is required to restore certain deferred gains to
 income, then any resulting tax shall be shared equally between New Tenneco
 and Tenneco.
 
  Transition Services Agreement
 
   Tenneco Business Services Inc. ("TBS") currently provides certain
 administrative services to Tenneco, including mainframe computing services,
 backup, recovery and related operations, consulting services and payroll
 services. Under the Transition Services Agreement entered into among Tenneco,
 TBS and El Paso (the "Transition Services Agreement"), at the request of El
 Paso at least 45 days prior to the Merger Effective Time TBS (which will,
 following the Distributions, be a subsidiary of New Tenneco) will continue to
 provide the services specified in El Paso's request for a period of 12 months
 from the Merger Effective Time at a price to be negotiated among the parties
 and based on the market rate for comparable services. If elected, any or all
 of the services may be terminated by Tenneco on 45 days notice to TBS.
 
   Additionally, as described above, a separate Service Agreement may also be
 entered into with Tenneco for transition services to be supplied by TBS to
 Tenneco and its subsidiaries. The services covered and compensation for such
 services would depend on the services elected by Tenneco, and the negotiation
 among the parties, pursuant to the Transition Services Agreement.
 
  Trademark Transition License Agreements
 
   Upon consummation of the Corporate Restructuring Transactions, New Tenneco
 will hold the rights to various trademarks, servicemarks, tradenames and
 similar intellectual property, including rights in the marks "Tenneco" "Ten"
 and "Tenn" (but not "Tennessee"), alone and in combination with other terms
 and/or symbols and variations thereof (collectively, the "Trademarks"), in
 the United States and elsewhere throughout the world. In connection with the
 Distributions, Trademark Transition License Agreements will be entered into
 as of the Distribution Date between both (i) New Tenneco and Tenneco, and
 (ii) New Tenneco and Newport News. Pursuant to these agreements, New Tenneco
 will grant to each of Tenneco and Newport News a limited, non-exclusive,
 royalty-free license to use the Trademarks, with respect to specified goods
 and services as follows: (a) Tenneco and Newport News will be permitted to
 use the Trademarks in their corporate names for 30 days after the date of the
 agreements (and, pursuant to the Distribution Agreement, each have agreed to
 remove the Trademarks from such corporate names within 30 days after the
 Distribution Date), (b) Tenneco and Newport News will be permitted to use
 their existing supplies and documents which have the Trademarks imprinted on
 them for 6 months after the date of the agreements, and (c) Tenneco and
 Newport News will be permitted to use the Trademarks on existing signs,
 displays or other identifications for a period of two years (in the case of
 Tenneco) and one year (in the case of Newport News) after the date of the
 agreements. However, so long as Tenneco or Newport News continues to use the
 Trademarks, it must maintain certain quality standards prescribed by New
 Tenneco in the conduct of business operations in which the Trademarks are
 used. In addition, under these agreements each of Tenneco and Newport News
 will agree to indemnify New Tenneco from any claims that arise as a result of
 its use of the Trademarks or any breach of its agreement and neither Tenneco
 nor Newport News may adopt or use at any time a word or mark likely to be
 similar to or confused with the Trademarks. Each Transition Trademark License
 Agreement shall be immediately terminable by New Tenneco upon a material
 breach of the agreement by Tenneco or Newport News, as the case may be.
 
CONDITIONS TO CONSUMMATION OF THE DISTRIBUTIONS
 
  The Distributions are conditioned on, among other things, approval of the
Distributions by the holders of Tenneco stock at the Tenneco Special Meeting
and by the holders of Junior Preferred Stock, if issued prior to the
effectiveness of the Charter Amendment, and formal declaration of the
Distributions by the Tenneco Board of Directors. Other conditions to the
Distributions include (i) execution and delivery of certain of the Ancillary
Agreements and consummation of the various pre-Distribution transactions (such
as the Corporate Restructuring
 
                                      57
<PAGE>
 
Transactions and the Debt Realignment), (ii) receipt of the IRS Ruling Letter
to the effect that for federal income tax purposes the Distributions will be
tax-free to Tenneco and its stockholders under Section 355 of the Code and
that certain internal spin-off transactions involving Tenneco or its
subsidiaries to be effected pursuant to the Corporate Restructuring
Transactions will also be tax-free, (iii) approval for listing on the NYSE of
the New Tenneco Common Stock and Newport News Common Stock to be distributed,
(iv) registration of the New Tenneco Common Stock and Newport News Common
Stock under the Exchange Act, (v) receipt of all material consents to the
Corporate Restructuring Transactions, the Distributions and transactions
contemplated in the Distribution Agreement, (vi) performance of the various
covenants required to be performed prior to the Distribution Date (see "--
Certain Other Pre-Distribution Transactions" and "--Relationship Among
Tenneco, New Tenneco and Newport News After the Distributions") and (vii) lack
of prohibition of the Distributions by any law or governmental authority. Even
if all the conditions to the Distributions are satisfied, Tenneco has reserved
the right to, under certain circumstances, amend or terminate the Distribution
Agreement and the transactions contemplated thereby. The Tenneco Board of
Directors has not attempted to identify or establish objective criteria for
evaluating the particular types of events or conditions that would cause the
Tenneco Board of Directors to consider amending or terminating the
Distributions. See "--Amendment or Termination of the Distributions." Although
the foregoing conditions may be waived by Tenneco to the extent permitted by
law, the Tenneco Board of Directors presently has no intention to proceed with
the Distributions unless each of these conditions is satisfied.
 
AMENDMENT OR TERMINATION OF THE DISTRIBUTIONS
 
  Prior to the Distributions, the Distribution Agreement may be terminated and
the Distributions may be amended, modified or abandoned by Tenneco without the
approval of its stockholders or New Tenneco or Newport News, subject to the
consent of El Paso as described below. If any amendment or modification prior
to the termination of the Merger Agreement or consummation of the Merger
adversely affects the Energy Business (other than to a de minimis extent) or
materially delays or prevents the consummation of the Merger, such amendment
can be effectuated only with prior consent of El Paso. Termination of the
Distribution Agreement prior to the termination of the Merger Agreement or
consummation of the Merger can be effectuated only with the prior written
consent of El Paso.
 
  After consummation of the Distributions, the Distribution Agreement may be
amended or terminated only by a written agreement signed by Tenneco, New
Tenneco and Newport News. Certain amendments or terminations after the
Distributions also require the consent of third-party beneficiaries to the
extent that the Distribution Agreement has expressly guaranteed them such
rights.
 
                                      58
<PAGE>
 
                                  THE MERGER
 
CLOSING OF THE MERGER
 
  On June 19, 1996 the respective Boards of Directors of El Paso, El Paso
Subsidiary and Tenneco each approved, and El Paso, El Paso Subsidiary and
Tenneco each executed and delivered, the Merger Agreement. The Merger
Agreement provides that, at the Merger Effective Time, El Paso Subsidiary will
be merged with and into Tenneco, with Tenneco continuing as the surviving
corporation of the Merger and as a subsidiary of El Paso, and the separate
existence of El Paso Subsidiary will cease.
 
  The consideration to be paid by El Paso in the Merger consists of (i) the
retention by Tenneco of any outstanding Tenneco Energy Consolidated Debt as of
the Merger Effective Time (subject to the Debt Cash Adjustment) and Tenneco's
obligations to the holders of the Junior Preferred Stock issued in the NPS
Issuance, (ii) the retention by Tenneco after the Merger of liabilities
related to certain discontinued businesses of Tenneco estimated by El Paso at
approximately $600 million, and (iii) the issuance of El Paso equity
securities with an aggregate value equal to approximately $750 million
(subject to the effect of a collar on the market price of El Paso Common
Stock), to the holders of Tenneco Common Stock, $7.40 Preferred Stock and
$4.50 Preferred Stock (collectively, the "Tenneco Stock").
 
  Pursuant to the provisions of the Merger Agreement (unless the parties
otherwise agree), as soon as practicable (and in any event within two business
days) after the satisfaction or waiver of certain conditions summarized
herein, the closing of the transactions contemplated by the Merger Agreement
will take place (the "Closing") and a Certificate of Merger will be prepared,
executed and acknowledged and thereafter delivered to the Secretary of State
of Delaware for filing pursuant to the DGCL. The Merger shall become effective
at the Merger Effective Time, which shall be the time of the filing of the
Certificate of Merger with the Secretary of State of Delaware (or such later
date or time set forth therein). As used herein, the term "Closing Date"
refers to the date on which the Closing occurs.
 
EFFECTS OF THE MERGER
 
  The Merger will have the effects specified in the DGCL. In addition, the
Merger Agreement provides that the Tenneco Charter will be amended as of the
Merger Effective Time, altering the authorized capital stock of Tenneco,
eliminating the class of Preferred Stock and renaming the Junior Preferred
Stock as Preferred Stock, eliminating certain restrictions on business
combinations with interested stockholders, modifying the number of members of
and the structure of the Tenneco Board of Directors, and eliminating
provisions regarding transactions between Tenneco and members of its Board of
Directors with interests in the transactions. The Merger Agreement also
provides that the bylaws of El Paso Subsidiary, as in effect immediately prior
to the Merger Effective Time and amended to include specified provisions
regarding the indemnification of and advancement of expenses to directors and
officers, shall become the bylaws of Tenneco. In addition, the Merger
Agreement provides that the directors of El Paso Subsidiary at the Merger
Effective Time will be the initial directors of Tenneco after the Merger.
 
CERTAIN OTHER PRE-MERGER TRANSACTIONS
 
  The Merger Agreement requires that the Distributions be consummated before
the Merger Effective Time with only such changes or modifications as do not
adversely affect, other than to a de minimis extent, the Energy Business.
Accordingly, the pre-Distribution transactions and conditions must generally
be consummated or satisfied, as the case may be, substantially as described
herein prior to the Merger.
 
  Notwithstanding the foregoing, the Merger Agreement contemplates that under
certain circumstances Tenneco may enter into negotiations and/or an agreement
regarding a sale, merger or other disposition transaction involving either or
both of the Shipbuilding Business and Industrial Business, or any portion
thereof (an "S/I Transaction"), and thereby abandon one or both of the
Distributions. With prior notice to El Paso,
 
                                      59
<PAGE>
 
Tenneco may enter into an S/I Transaction so long as such transaction is not
adverse, other than to a de minimis extent, to El Paso or the Energy Business
and would not render the Merger impossible or impracticable or materially
delay the consummation thereof. If the S/I Transaction would have any of the
foregoing effects, the transaction may nonetheless be pursued prior to
approval of the Merger by Tenneco stockholders if the Tenneco Board of
Directors determines in good faith after consultation with counsel that there
is a substantial risk that failure to do so would constitute a breach of its
fiduciary duties under applicable law.
 
EL PASO GUARANTY OF TENNECO PERFORMANCE
 
  Pursuant to the Merger Agreement and certain instruments to be executed in
connection therewith, from and after the Merger Effective Time, El Paso will
guarantee the full and timely payment and performance by Tenneco and the other
members of the Energy Group of their obligations under the Merger Agreement,
Distribution Agreement and each and every other agreement to be entered into
pursuant thereto. Such agreements will not require that El Paso guarantee any
of Tenneco's obligations under any of the Securities.
 
CONDITIONS PRECEDENT
 
 Conditions to Obligations of the Parties
 
  The respective obligations of each of Tenneco, El Paso and El Paso
Subsidiary to consummate the transactions contemplated by the Merger Agreement
are subject to the satisfaction, at or prior to the Closing, of the following
conditions, any or all of which may be waived, in whole or in part, to the
extent permitted by applicable law:
 
    (i) the Transaction shall have been approved and adopted by the requisite
  vote of the stockholders of Tenneco, in accordance with the DGCL and the
  Tenneco Charter;
 
    (ii) any waiting period applicable to the consummation of the
  transactions contemplated by the Merger Agreement under the Hart-Scott-
  Rodino Antitrust Improvements Act of 1976, as amended, shall have expired
  or been terminated (which condition has been satisfied);
 
    (iii) all authorizations, consents, orders and approvals of, and
  declarations or filings with, and expiration of waiting periods imposed by,
  any governmental authority or other person shall have been obtained or
  filed and shall be in full force and effect (although this shall not apply
  with respect to the GSR Ruling), other than those which if not obtained or
  filed would not have a material adverse effect on El Paso and its
  consolidated subsidiaries, the Energy Business or the ability of any party
  to consummate the transactions contemplated by the Merger Agreement prior
  to June 30, 1997 (the "Termination Date");
 
    (iv) no governmental authority shall have enacted, issued, promulgated,
  enforced or entered any statute or rule, regulation, injunction or other
  order (whether temporary, preliminary or permanent) which materially
  restricts, prevents or prohibits consummation of the Merger or the other
  transactions contemplated by the Merger Agreement;
 
    (v) the El Paso Common Stock and El Paso Preferred Depositary Shares (if
  any) shall have been approved for listing on the NYSE, subject to official
  notice of issuance;
 
    (vi) Tenneco shall have received (a) the IRS Ruling Letter as described
  under "The Distributions--Conditions to Consummation of the Distributions,"
  and (b) to the extent not covered by the IRS Ruling Letter, the Tax Opinion
  from the law firm of Jenner & Block (counsel to Tenneco) that, among other
  things, the Merger will qualify as a tax-free reorganization under Section
  368(a)(1)(B) of the Code;
 
    (vii) the Distributions, the Debt Realignment and the other transactions
  contemplated by the Distribution Agreement (including any S/I Transaction)
  shall have been effected; and
 
    (viii) the NPS Issuance shall have been consummated.
 
                                      60
<PAGE>
 
 Conditions to Obligations of Tenneco
 
  The obligations of Tenneco to consummate the transactions contemplated by
the Merger Agreement are also subject to the satisfaction, at the Closing, of
the following conditions, any or all of which may be waived, in whole or in
part, by Tenneco:
 
    (i) the representations and warranties of El Paso and El Paso Subsidiary
  in the Merger Agreement shall be true and correct as of the Closing Date
  with the same effect as if made on and as of the Closing Date (except for
  changes permitted by the Merger Agreement and failures to remain true and
  correct which do not have a material adverse effect on El Paso and its
  consolidated subsidiaries and will not prevent consummation of the
  transactions contemplated by the Merger Agreement by El Paso or El Paso
  Subsidiary prior to the Termination Date);
 
    (ii) each of El Paso and El Paso Subsidiary shall have performed in all
  material respects their respective obligations under the Merger Agreement
  to be performed at or prior to the Closing; and
 
    (iii) delivery to Tenneco by El Paso and El Paso Subsidiary of officers'
  certificates with respect to the matters identified in clauses (i) and (ii)
  and certain other corporate proceedings.
 
 Conditions to Obligations of El Paso and El Paso Subsidiary
 
  The obligations of El Paso and El Paso Subsidiary to effect the transactions
contemplated by the Merger Agreement are also subject to the satisfaction, at
the Closing, of the following conditions any or all of which may be waived, in
whole or in part, by El Paso and El Paso Subsidiary:
 
    (i) the representations and warranties of Tenneco contained in the Merger
  Agreement shall be true and correct as of the Closing Date with the same
  effect as if made on and as of the Closing Date (except for changes
  permitted by the Merger Agreement and failures to remain true and correct
  which do not have a material adverse effect on the Energy Business and will
  not prevent consummation of the transactions contemplated by the Merger
  Agreement by Tenneco prior to the Termination Date);
 
    (ii) Tenneco shall have performed in all material respects its
  obligations under the terms of the Merger Agreement to be performed at or
  prior to the Closing;
 
    (iii) El Paso shall not have reasonably determined, in good faith after
  consultation with Tenneco and its advisors, that as a result of an
  announcement or introduction of legislation by certain U.S. government
  officials identified in the Merger Agreement there exists a reasonable
  likelihood that the Distributions or the Merger would not be tax-free for
  federal income tax purposes to Tenneco and El Paso; and
 
    (iv) delivery to El Paso by Tenneco of officers' certificates with
  respect to the matters identified in clauses (i) and (ii) and certain other
  corporate proceedings.
 
EMPLOYEE BENEFITS
 
  The Merger Agreement requires Tenneco to enter into the Benefits Agreement
and to perform its obligations thereunder. See "The Distributions--
Relationship Among Tenneco, New Tenneco and Newport News After the
Distributions." In addition, pursuant to the Merger Agreement, El Paso has
agreed to provide (or cause Tenneco to provide) certain benefits to certain
employees and former employees of Tenneco and their dependents from and after
the Merger Effective Time.
 
  El Paso has agreed to provide severance benefits, vacation pay, outplacement
services and other benefits to certain employees of the Energy Business who
are terminated within one year of the Merger Effective Time (other than for
death, disability or cause). Pursuant to this agreement, approximately 50
high-level employees of the Energy Business would be eligible to receive
severance benefits ranging from 12 to 24 months' base pay and approximately
3,200 other employees of the Energy Business would be eligible to receive
severance benefits ranging from six to 52 weeks' base pay. Additionally, El
Paso has agreed to provide health care coverage to these employees on an
optional basis (with the costs being shared by the employee as are shared by
similarly situated active El Paso employees) for a period equal to the months
of pay received as severance, up to 12 months.
 
                                      61
<PAGE>
 
  El Paso has also agreed to provide retiree medical and life benefits for at
least ten years from the Merger Effective Time to former employees of Tenneco
and their dependents and to current employees who are eligible to retire as of
the Merger Effective Time and who retire within a window period after the
Merger Effective Time to be selected by El Paso, which will be not less than
six months. However, El Paso may institute changes to the retiree medical plan
to implement appropriate cost containment features and other methods of
providing comparable benefits.
 
  El Paso has further agreed to provide retention payments to key and other
Energy Business employees. Under the executive retention program, certain key
employees will be paid an aggregate of $9 million if they cooperate with the
effort to sell the Energy Business and remain full-time active employees until
the Merger Effective Time. Additionally, a separate retention program will
implemented for approximately 200 lower management and staff level employees
with similar conditions and an aggregate of $4 million in payments.
 
  Employees of the Energy Business will also receive credit for past service
with Tenneco in determining entitlements under certain El Paso benefit
programs. El Paso has also agreed to satisfy certain obligations owed by
Tenneco to specific individuals.
 
AMENDMENT OR TERMINATION OF THE MERGER AGREEMENT
 
  The Merger Agreement may be terminated at any time prior to the Merger
Effective Time, whether before or after the approval of the Merger Agreement
or the Merger by the stockholders of Tenneco and the approval of the Stock
Issuance by the stockholders of El Paso (which is being submitted to such
stockholders at a special meeting to be held on or about       , 1996), by (i)
the mutual written consent of El Paso and Tenneco authorized by their
respective boards of directors; (ii) El Paso or Tenneco, if the Merger is not
consummated by the Termination Date (other than for the terminating party's
failure to observe any of the covenants, agreements and conditions of the
Merger Agreement to be performed or observed by such party prior to the
Closing Date), (iii) El Paso or Tenneco, if there has been a material breach
on the part of the other party of any covenant, representation or warranty set
forth in the Merger Agreement, or any failure on the part of the other party
to comply with its obligations under the Merger Agreement, or any other
circumstances have occurred such that the conditions to El Paso's or Tenneco's
consummation of the Merger, respectively, could not be satisfied on or prior
to the Termination Date; (iv) El Paso or Tenneco, if the stockholders of
Tenneco at the Tenneco Special Meeting do not approve the Transaction; (v) El
Paso, if the Board of Directors of Tenneco withdraws, amends or modifies in a
manner adverse to El Paso its favorable recommendation to its stockholders of
the Transaction or promulgates any favorable recommendation with respect to
certain business combination transactions not involving El Paso (other than in
response to a situation described in clause (iii) above); (vi) Tenneco, if the
Board of Directors of El Paso withdraws, amends or modifies in a manner
adverse to Tenneco its favorable recommendation to its stockholders or
approves an agreement for or recommends to its stockholders a business
combination transaction not involving Tenneco (other than in response to a
situation described in clause (iii) above); (vii) El Paso or Tenneco, under
certain circumstances where, prior to approval of the Transaction by Tenneco
stockholders, Tenneco enters into an S/I Transaction which would adversely
impact El Paso or the Energy Business, or render the Merger impossible or
impracticable or prevent or materially delay consummation of the Merger;
(viii) El Paso, if there has occurred any event, change or effect which, in
the aggregate with all other events, changes or effects, reduces the value of
the Energy Business by more than $75 million (excluding negative events,
changes or effects which result from (A) any action by El Paso or certain
affiliated parties, (B) changes in general economic, financial markets or
industrial conditions, or (C) matters related to the GSR Ruling); (ix) Tenneco
if there has occurred any event, change or effect which, in the aggregate with
all other events, changes or effects, reduces the value of El Paso by more
than $75 million (excluding negative events, changes or effects which result
from (A) any action by Tenneco or certain affiliated parties, or (B) changes
in general economic, financial markets or industrial conditions); (x) El Paso,
if the GSR Ruling has a specified adverse effect on the Energy Business, so
long as El Paso has not materially breached its obligations under the Merger
Agreement to cooperate with Tenneco in working towards a favorable resolution
thereof; or (xi) Tenneco or El Paso (but only prior to approval of the
Transaction by Tenneco's stockholders) if Tenneco receives a
 
                                      62
<PAGE>
 
Higher Proposal (which is a proposal for an acquisition or similar transaction
involving Tenneco and/or the Energy Business if (A) it is reasonably likely to
result in the consummation of such a transaction which is more favorable, from
a financial point of view, to Tenneco stockholders and (B) Tenneco's Board of
Directors determines, in good faith after consultation with independent legal
counsel, that there is a substantial risk that failure to pursue such
transaction would be found to constitute a breach of its fiduciary duties
under applicable law) that it advises El Paso in writing that it wishes to
accept and El Paso does not make, within five business days of receipt of such
written notice, an offer that the Board of Directors of Tenneco believes, in
good faith after consultation with its financial advisors, is at least as
favorable, from a financial point of view, to the stockholders of Tenneco as
the Higher Proposal.
 
  If the Merger Agreement is terminated as permitted above, the Merger
Agreement will become void and there will be no liability or obligation on the
part of the terminating party, or the directors, officers, stockholders,
employees, agents, consultants or representatives of such party, except that
(a) such termination shall not relieve any other party of any damages or other
amounts for which it would otherwise be liable, and (b) such termination shall
not relieve Tenneco of its obligation to pay to El Paso the Termination Fee
(as defined) under certain circumstances. See "--Termination Fee" and "--
Consulting Arrangement."
 
  Prior to the Merger Effective Time, whether before or after approval and
adoption of the Transaction by the stockholders of Tenneco, the provisions of
the Merger Agreement may be amended by a written agreement executed and
delivered by the parties thereto, subject to applicable law. After the Merger
Effective Time, the provisions of the Merger Agreement may be amended only by
a written agreement executed and delivered by El Paso, Tenneco (as the
surviving corporation of the Merger) and New Tenneco.
 
WAIVER
 
  Any time prior to the Merger Effective Time any party to the Merger
Agreement may, by action of its Board of Directors set forth in writing, to
the extent legally permissible, extend the time for performance of any of the
obligations or other acts of the other parties thereto, waive any inaccuracies
in the representations and warranties of the other parties contained therein
or in any document delivered pursuant thereto, and waive compliance by any of
the other parties thereto with any of the agreement or conditions contained
therein.
 
TERMINATION FEE
 
  The Merger Agreement requires Tenneco to pay to El Paso a termination fee of
$25 million (the "Termination Fee"), plus up to $10 million in actual out-of-
pocket expenses incurred and payable to third parties by El Paso, if the
Merger Agreement is terminated (i) by El Paso or Tenneco, if prior to approval
of the Transaction by Tenneco stockholders Tenneco enters into an S/I
Transaction which would adversely impact El Paso or the Energy Business or
would prevent or materially delay consummation of the Merger upon a good faith
determination (after consultation with and based upon advice of independent
counsel) by Tenneco's Board of Directors that there is a substantial risk that
the failure to do so would result in a breach of its fiduciary duties under
applicable law; (ii) by El Paso or Tenneco if the holders of Tenneco stock do
not adopt and approve the Transaction; or (iii) by Tenneco or El Paso (but
only prior to approval of the Transaction by Tenneco's stockholders), if
Tenneco receives a Higher Proposal that it advises El Paso in writing that it
wishes to accept and El Paso does not make, within five business days of
receipt of such written notice, an offer that the Board of Directors of
Tenneco believes, in good faith after consultation with its financial
advisors, is at least as favorable, from a financial point of view, to the
stockholders of Tenneco as the Higher Proposal. The Termination Fee shall be
payable by Tenneco in exchange for a complete release of any liabilities from
El Paso.
 
CONSULTING ARRANGEMENT
 
  Tenneco and El Paso have entered into a consulting agreement (the
"Consulting Agreement") pursuant to which El Paso is providing certain
consulting services to Tenneco for the six-month term of the Consulting
Agreement with respect to enhancing the Energy Business' relationships with
customers, plaintiffs in material
 
                                      63
<PAGE>
 
litigation and regulatory authorities. As consideration for these services, El
Paso is entitled to an aggregate consulting fee of $60 million. Under the
terms of the Consulting Agreement, however, this fee is due and payable by
Tenneco only if the Merger Agreement is terminated by El Paso or Tenneco in
the manner described in either clause (i) or (iii) under "--Termination Fee,"
or the manner described in (ii) under "--Termination Fee" if Tenneco's Board
of Directors withdraws, amends or modifies its recommendation of the
Transaction.
 
APPRAISAL RIGHTS
 
  Holders of shares of $4.50 Preferred Stock and, in the event the NPS
Issuance is consummated prior to approval of the Transaction at the Tenneco
Special Meeting, Junior Preferred Stock (hereinafter together referred to as
"Eligible Stock") will be entitled to appraisal rights in connection with the
Merger under Section 262 of the DGCL. No other stockholders of Tenneco are
entitled to such appraisal rights.
 
  THE FOLLOWING DISCUSSION IS NOT A COMPLETE STATEMENT OF THE LAW PERTAINING
TO APPRAISAL RIGHTS UNDER THE DGCL AND IS QUALIFIED IN ITS ENTIRETY BY SECTION
262, A COPY OF WHICH IS ATTACHED HERETO AS APPENDIX A. ALL REFERENCES IN
SECTION 262 AND IN THIS SUMMARY TO A "STOCKHOLDER" ARE TO THE RECORD HOLDER OF
THE SHARES OF ELIGIBLE STOCK AS TO WHICH APPRAISAL RIGHTS ARE ASSERTED. A
PERSON HAVING A BENEFICIAL INTEREST IN SHARES OF ELIGIBLE STOCK HELD OF RECORD
IN THE NAME OF ANOTHER PERSON, SUCH AS A BROKER OR NOMINEE, MUST ACT PROMPTLY
TO CAUSE THE RECORD HOLDER TO FOLLOW THE STEPS SUMMARIZED BELOW PROPERLY AND
IN A TIMELY MANNER TO PERFECT APPRAISAL RIGHTS.
 
  Under the DGCL, holders of shares of Eligible Stock who follow the
procedures set forth in Section 262 will be entitled to have their shares of
Eligible Stock appraised by the Delaware Court of Chancery and to receive
payment of the "fair value" of such shares, exclusive of any element of value
arising from the accomplishment or expectation of the Merger, together with a
fair rate of interest, as determined by such court.
 
  Under Section 262, where a merger is to be submitted for approval at a
meeting of stockholders, as in the case of the Tenneco Special Meeting, the
corporation, not less than 20 days prior to the meeting, must notify each of
its stockholders entitled to appraisal rights that such appraisal rights are
available and include in such notice a copy of Section 262. The applicable
statutory provisions are attached hereto as Appendix A. Any holder of Eligible
Stock who wishes to exercise such appraisal rights or who wishes to preserve
his, her or its right to do so, should review the following discussion and
such Appendix A carefully because failure to timely and properly comply with
the procedures specified will result in the loss of appraisal rights under the
DGCL.
 
  A holder of shares of Eligible Stock wishing to exercise his, her or its
appraisal rights must deliver to Tenneco, before the vote on the Transaction
(which includes the Merger) at the Tenneco Special Meeting, a written demand
for appraisal of his, her or its shares of Eligible Stock and must not vote in
favor of the Merger (which is being submitted as a part of the Transaction).
Because a duly executed proxy which does not contain voting instructions will,
unless revoked, be voted for the Transaction, a holder of shares of $4.50
Preferred Stock who votes by proxy and who wishes to exercise his, her or its
appraisal rights must (i) vote against the Transaction, or (ii) abstain from
voting on the Transaction. A vote against the Transaction, in person or by
proxy, will not in and of itself constitute a written demand for appraisal
satisfying the requirements of Section 262. In addition, a holder of shares of
Eligible Stock wishing to exercise his, her or its appraisal rights must hold
of record such shares on the date the written demand for appraisal is made and
must continue to hold such shares of record until the Merger Effective Time.
If any holder of shares of Eligible Stock fails to comply with any of these
conditions and the Merger becomes effective, the holder of shares of Eligible
Stock will be entitled to receive the consideration (if any) receivable with
respect to such shares in the absence of a valid assertion of appraisal rights
in accordance with the Merger Agreement.
 
  Only a holder of record of shares of Eligible Stock is entitled to assert
appraisal rights for the shares of Eligible Stock registered in that holder's
name. A demand for appraisal should be executed by or on behalf of the holder
of record, fully and correctly, as his, her or its name appears on his, her or
its stock certificates, and must state that the stockholder intends thereby to
demand appraisal of his, her or its shares in connection with
 
                                      64
<PAGE>
 
the Merger. If the shares of Eligible Stock are owned of record in a fiduciary
capacity, such as by a trustee, guardian or custodian, execution of the demand
should be made in that capacity, and if the shares of Eligible Stock are owned
of record by more than one person, as in a joint tenancy and tenancy in
common, the demand should be executed by or on behalf of all joint owners. An
authorized agent, including two or more joint owners, may execute a demand for
appraisal on behalf of a holder of record; however, the agent must identify
the record owner or owners and expressly disclose the fact that, in executing
the demand, the agent is agent for such owner or owners. A record holder such
as a broker who holds shares of Eligible Stock as nominee for several
beneficial owners may exercise appraisal rights with respect to the shares of
Eligible Stock held for one or more beneficial owners while not exercising
such rights with respect to the shares of Eligible Stock held for other
beneficial owners; in such case, however, the written demand should set forth
the number of shares of Eligible Stock as to which appraisal is sought and
where no number of shares of Eligible Stock is expressly mentioned the demand
will be presumed to cover all shares of Eligible Stock held in the name of the
record owner. Stockholders who hold their shares of Eligible Stock in
brokerage accounts or other nominee forms and who wish to exercise appraisal
rights are urged to consult with their brokers to determine the appropriate
procedures for the making of a demand for appraisal by such a nominee.
 
  All written demands for appraisal pursuant to Section 262 should be sent or
delivered to Tenneco at 1275 King Street, Greenwich, Connecticut 06831,
Attention: Corporate Secretary.
 
  Within 10 days after the Merger Effective Time, Tenneco, as the surviving
corporation of the Merger, must notify each holder of Eligible Stock who has
complied with Section 262 and has not voted in favor of or consented to the
Merger of the date that the Merger has become effective. Within 120 days after
the Merger Effective Time, but not thereafter, Tenneco or any holder of
Eligible Stock who has so complied with Section 262 and is entitled to
appraisal rights under Section 262 may file a petition in the Delaware Court
of Chancery demanding a determination of the fair value of his, her or its
shares of $4.50 Preferred Stock or Junior Preferred Stock, as the case may be.
Tenneco is under no obligation to and has no present intention to file such a
petition. Accordingly, it is the obligation of the holders of $4.50 Preferred
Stock and Tenneco Junior Preferred Stock, respectively, to initiate all
necessary action to perfect their appraisal rights within the time prescribed
in Section 262.
 
  Within 120 days after the Merger Effective Time, any holder of Eligible
Stock who has complied with the requirements for exercise of appraisal rights
will be entitled, upon written request, to receive from Tenneco a statement
setting forth the aggregate number of shares of $4.50 Preferred Stock or
Junior Preferred Stock, as the case may be, not voted in favor of the Merger
and with respect to which demands for appraisal have been received and the
aggregate number of holders of such shares. Such statement must be mailed
within 10 days after a written request therefor has been received by Tenneco.
 
  If a petition for an appraisal is timely filed by a holder of shares of
$4.50 Preferred Stock or Junior Preferred Stock, as the case may be, and a
copy thereof is served upon Tenneco, Tenneco will then be obligated within 20
days to file with the Delaware Register in Chancery a duly verified list
containing the names and addresses of all holders of $4.50 Preferred Stock or
Junior Preferred Stock, as the case may be, who have demanded an appraisal of
their shares and with whom agreements as to the value of their shares have not
been reached. After notice to such stockholders as required by the Court, the
Delaware Court of Chancery is empowered to conduct a hearing on such petition
to determine those holders of $4.50 Preferred Stock or Junior Preferred Stock,
as the case may be, who have complied with Section 262 and who have become
entitled to appraisal rights thereunder. The Delaware Court of Chancery may
require the holders of shares of Eligible Stock who demanded payment for their
shares to submit their stock certificates to the Register in Chancery for
notation thereon of the pendency of the appraisal proceeding; and if any
stockholder fails to comply with such direction, the Court of Chancery may
dismiss the proceedings as to such stockholder.
 
  After determining the holders of Eligible Stock entitled to appraisal, the
Delaware Court of Chancery will appraise the "fair value" of their shares of
$4.50 Preferred Stock or Junior Preferred Stock, as the case may be, exclusive
of any element of value arising from the accomplishment or expectation of the
Merger, together with a
 
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<PAGE>
 
fair rate of interest, if any, to be paid upon the amount determined to be the
fair value. Holders of Eligible Stock considering seeking appraisal should be
aware that the fair value of their shares of Eligible Stock as determined in
an appraisal proceeding under Section 262 could be more than, the same as or
less than the value of the shares they would receive or continue to hold, as
the case may be, pursuant to the Merger if they did not seek appraisal of
their shares of Eligible Stock and that investment banking opinions as to
fairness from a financial point of view are not necessarily opinions as to
fair value under Section 262. The Delaware Supreme Court has stated that
"proof of value by any techniques or methods which are generally considered
acceptable in the financial community and otherwise admissible in court"
should be considered in the appraisal proceeding. In addition, Delaware courts
have decided that the statutory appraisal remedy, depending on factual
circumstances, may or may not be a dissenter's exclusive remedy. The Court of
Chancery will also determine the amount of interest, if any, to be paid upon
the amounts to be received by persons whose shares of Eligible Stock have been
appraised. The costs of the action may be determined by the Court and taxed
upon the parties as the Court deems equitable. The Court may also order that
all or a portion of the expenses incurred by any stockholder in connection
with an appraisal, including, without limitation, reasonable attorneys' fees
and the fees and expenses of experts utilized in the appraisal proceeding, be
charged against the value of all the shares of Eligible Stock entitled to be
appraised.
 
  Any holder of shares of Eligible Stock who has duly demanded an appraisal in
compliance with Section 262 will not, after the Merger Effective Time, be
entitled to vote the shares of Eligible Stock subject to such demand for any
purpose or be entitled to the payment of dividends or other distributions on
those shares of Eligible Stock (except dividends or other distributions
payable to holders of record of Eligible Stock as of a record date prior to
the Merger Effective Time).
 
  If any stockholder who demands appraisal of his, her or its shares of
Eligible Stock under Section 262 fails to perfect, or effectively withdraws or
loses, his, her or its right to appraisal, as provided in the DGCL, the shares
of $4.50 Preferred Stock or Junior Preferred Stock, as the case may be, of
such stockholder will be converted into the right to receive shares of El Paso
Common Stock or remain outstanding as shares of Junior Preferred Stock,
respectively, pursuant to the Merger Agreement as described herein (without
interest). A stockholder will fail to perfect, or effectively loses or
withdraws, his, her or its right to appraisal if no petition for appraisal is
filed within 120 days after the Merger Effective Time, or if the stockholder
delivers to Tenneco a written withdrawal of his, her, or its demand for
appraisal and an acceptance of the Merger, except that any such attempt to
withdraw made more than 60 days after the Merger Effective Time will require
the written approval of Tenneco and, once a petition for appraisal is filed,
the appraisal proceeding may not be dismissed as to any holder absent court
approval.
 
  FAILURE TO FOLLOW THE STEPS REQUIRED BY SECTION 262 OF THE DGCL FOR
PERFECTING APPRAISAL RIGHTS MAY RESULT IN THE LOSS OF SUCH RIGHTS.
 
  Pursuant to the Merger Agreement, from and after the Merger Effective Time
Tenneco will be solely responsible for (and shall indemnify New Tenneco and
Newport News against) the payment of any and all consideration that may be
determined pursuant to Section 262 to be due to the holders of Eligible Stock
who have perfected their rights to appraisal as described herein. El Paso has
agreed to establish an escrow consisting of $      million to fund any such
payments.
 
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<PAGE>
 
          CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION
 
  The following is a summary description of the material federal income tax
consequences of the Transaction. This summary is for general informational
purposes only and is not intended as a complete description of all of the tax
consequences of the Transaction and does not discuss tax consequences under
the laws of state or local governments or of any other jurisdiction.
 
  THE FOLLOWING DISCUSSION IS BASED ON CURRENTLY EXISTING PROVISIONS OF THE
CODE, EXISTING, PROPOSED AND TEMPORARY TREASURY REGULATIONS THEREUNDER AND
CURRENT ADMINISTRATIVE RULINGS AND COURT DECISIONS. ALL OF THE FOREGOING ARE
SUBJECT TO CHANGE WHICH MAY OR MAY NOT BE RETROACTIVE, AND ANY SUCH CHANGES
COULD AFFECT THE VALIDITY OF THE FOLLOWING DISCUSSION. SEE "--POSSIBLE FUTURE
LEGISLATION" BELOW.
 
TAX RULINGS AND OPINIONS
 
  Consummation of the Distributions is conditioned upon Tenneco's receipt of
the IRS Ruling Letter, reasonably acceptable to Tenneco and El Paso, to the
effect that:
 
    (a) the Distribution of New Tenneco Common Stock will be tax-free for
  federal income tax purposes to Tenneco under Section 355(c)(1) of the Code
  and to the Tenneco stockholders under Section 355(a) of the Code;
 
    (b) the Distribution of Newport News Common Stock will be tax-free for
  federal income tax purposes to Tenneco under Section 355(c)(1) of the Code
  and to the Tenneco stockholders under Section 355(a) of the Code; and
 
    (c) the following distributions to be effected as part of the Corporate
  Restructuring Transactions will be tax-free for federal income tax purposes
  to the respective transferor corporations under Section 355(c)(1) or 361(a)
  of the Code and to the respective stockholders of the transferor
  corporations under Section 355(a) of the Code: (i) the distribution by
  Newport News of the capital stock of Tenneco Packaging Inc. to Tenneco
  Corporation; (ii) the distribution by Tenneco Corporation of the capital
  stock of Newport News and New Tenneco to TGP; and (iii) the distribution by
  TGP of the capital stock of Newport News and New Tenneco to Tenneco.
 
  A ruling from the IRS, while generally binding on the IRS, may under certain
circumstances be retroactively revoked or modified by the IRS. The rulings
obtained from the IRS will be based on certain facts and representations, some
of which will have been made by El Paso. Generally, the IRS Ruling Letter
would not be revoked or modified retroactively provided that (i) there has
been no misstatement or omission of material facts, (ii) the facts at the time
of the Transaction are not materially different from the facts upon which the
IRS Ruling Letter was based, and (iii) there has been no change in the
applicable law.
 
  Consummation of the Merger is conditioned upon receipt of the foregoing
rulings and, to the extent not covered by the IRS Ruling Letter, receipt of
the Tax Opinion of Jenner & Block, as counsel to Tenneco, to the effect that:
 
    (a) the Merger will qualify as a tax-free reorganization within the
  meaning of Section 368(a)(1)(B) of the Code, and Tenneco, El Paso and El
  Paso Subsidiary will each be a "party to a reorganization" within the
  meaning of Section 368(b) of the Code;
 
    (b) El Paso will not recognize any gain or loss upon receipt of Tenneco
  Stock, solely in exchange for El Paso Common Stock and El Paso Preferred
  Depositary Shares (if any), as set forth in the Merger Agreement;
 
    (c) El Paso's basis in the Tenneco Stock will, in each case, be equal to
  the basis of such stock in the hands of Tenneco stockholders immediately
  prior to the Merger;
 
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<PAGE>
 
    (d) El Paso's holding period for the Tenneco Common Stock, $7.40
  Preferred Stock and $4.50 Preferred Stock will, in each case, include the
  period during which such stock was held by the Tenneco stockholders;
 
    (e) the holders of the Tenneco Common Stock, $7.40 Preferred Stock and
  $4.50 Preferred Stock (the "Tenneco Stockholders") will not recognize any
  gain or loss upon the exchange of such stock for El Paso Common Stock and
  El Paso Preferred Depositary Shares (if any);
 
    (f) the basis of the El Paso Common Stock and El Paso Preferred
  Depositary Shares (if any) to be received by the holders of the Tenneco
  Common Stock, $7.40 Preferred Stock and $4.50 Preferred Stock will be the
  same as the basis of the Tenneco Stock surrendered in exchange therefor;
  and
 
    (g) the holding period for the El Paso Common Stock and El Paso Preferred
  Depositary Shares (if any) to be received by the holders of the Tenneco
  common stock, $7.40 Preferred Stock and $4.50 Preferred Stock will include
  the holding period for the Tenneco Stock surrendered in exchange therefor,
  provided that the Tenneco Stock surrendered is held as a capital asset on
  the closing date of the Merger.
 
  The Tax Opinion also is to cover certain other federal tax matters addressed
below in this section of the Prospectus.
 
  An opinion of counsel is not binding on the IRS or the courts. Moreover, the
Tax Opinion of Jenner & Block will be based upon, among other things, current
law and certain representations as to factual matters made by Tenneco and El
Paso, which representations if incorrect or incomplete in certain material
respects, would jeopardize the conclusions reached in the opinion. With
respect to both the IRS Ruling Letter and the Tax Opinion, representations as
to factual matters will include a representation that there is no stockholder
of Tenneco who beneficially owns five percent or more of Tenneco's capital
stock, and to the best knowledge of Tenneco management, there is no plan or
intention on the part of the remaining Tenneco stockholders to sell, exchange
or otherwise dispose of a number of shares of El Paso Common Stock or El Paso
Preferred Depositary Shares received in the Merger that would reduce the
Tenneco Stockholders' ownership of El Paso Common Stock and El Paso Preferred
Depositary Shares to a number of shares having a value, as of the Merger
Effective Time, of less than 50 percent of the value of all of the shares of
Tenneco Stock formerly outstanding as of the Merger Effective Time. For
purposes of the foregoing representation, shares of Tenneco Stock surrendered
by holders who demand appraisal rights or exchanged for cash in lieu of
fractional shares of El Paso Common Stock or El Paso Preferred Depositary
Shares will be treated as outstanding Tenneco Stock as of the Merger Effective
Time. Moreover, shares of Tenneco Stock, El Paso Common Stock and El Paso
Preferred Depositary Shares held by Tenneco Stockholders and otherwise sold,
redeemed or disposed of prior to or subsequent to the Merger Effective Time
will be considered in making the foregoing representation.
 
  Representations as to factual matters will also include, among other things,
that (i) El Paso has no plan or intention to liquidate Tenneco, to merge
Tenneco into another corporation, to cause Tenneco to sell or otherwise
dispose of its assets, other than certain assets unrelated to (or immaterial
in relation to) Tenneco's interstate pipeline or natural gas marketing
businesses, or to sell or otherwise dispose of Tenneco Stock acquired in the
Merger (except as described in Section 368(a)(2)(C) of the Code), (ii)
immediately following the Merger, El Paso will continue the Energy Business or
use a significant portion of the assets of the Energy Business in a business,
(iii) El Paso has no plan or intention to reacquire any El Paso Common Stock
or El Paso Preferred Depositary Shares issued to Tenneco stockholders in the
Merger, (iv) immediately following the Merger, El Paso will be in control of
Tenneco within the meaning of Section 368(c) of the Code, and (v) except as
set forth in the Merger Agreement, Tenneco, El Paso, El Paso Subsidiary and
the Tenneco stockholders will pay their own expenses, if any, incurred in
connection with the Merger.
 
  The receipt of the Tax Opinion will not be a condition to consummation of
the Merger to the extent the matters referred to in the opinion are covered by
rulings obtained by Tenneco from the IRS. In this regard, Tenneco has
requested rulings from the IRS on certain tax matters to be covered in the Tax
Opinion.
 
 
                                      68
<PAGE>
 
THE DISTRIBUTIONS
 
  It is expected that the Distributions will qualify as tax-free distributions
under Section 355 of the Code. Assuming that the Distributions so qualify, (i)
the holders of Tenneco Common Stock will not recognize gain or loss upon
receipt of shares of Newport News Common Stock or shares of New Tenneco Common
Stock, (ii) each holder of Tenneco common stock will allocate his, her or its
aggregate tax basis in such Tenneco common stock immediately before the
Distributions among the Tenneco common stock, Newport News Common Stock and New
Tenneco Common Stock in proportion to their respective fair market values,
(iii) the holding period of each holder of Tenneco common stock for the Newport
News Common Stock and the New Tenneco Common Stock will include the holding
period for his, her or its Tenneco common stock, provided that the Tenneco
common stock is held as a capital asset at the time of the Distributions, and
(iv) Tenneco will not recognize any gain or loss on its distribution of the New
Tenneco Common Stock or Newport News Common Stock to its stockholders.
 
  If the Distributions were not to qualify as tax-free distributions under
Section 355 of the Code, then, in general, a corporate level federal income tax
would be payable by the consolidated group of which Tenneco is the common
parent, which tax (assuming the internal spin-off transactions included in the
Corporate Restructuring Transactions also failed to qualify under Code Section
355) would be based upon the gain (computed as the difference between the fair
market value of the stock distributed and the distributing corporation's
adjusted basis in such stock) realized by each of the distributing corporations
upon its distribution of the stock of one or more controlled corporations to
its stockholders in the Transaction. Under the terms of the Tax Sharing
Agreement, neither New Tenneco nor Newport News will be liable to indemnify
Tenneco for any additional taxes incurred by reason of the Distributions being
taxable, unless the Distributions fail to qualify for tax-free treatment under
Section 355 of Code as a result of the inaccuracy of certain factual statements
or representations made in connection with the request for the IRS Ruling
Letter or Tax Opinion or New Tenneco or Newport News take any action which is
inconsistent with any factual statements or representations or the tax
treatment of the Transaction as contemplated in the IRS Ruling Letter request
or the Tax Opinion. See the discussion of the Tax Sharing Agreement under "The
Distributions--Relationship Among Tenneco, New Tenneco and Newport News After
the Distributions."
 
  Various of the Corporate Restructuring Transactions are intended to be tax-
free for federal income tax purposes, although Tenneco has sought an IRS ruling
to that effect only with respect to certain of such transactions. Except as
otherwise provided in the Tax Sharing Agreement, Tenneco will be liable for any
unintended gain recognized in connection with the Corporate Restructuring
Transactions, other than such gains which are the result of the failure of New
Tenneco or Newport News to comply with certain tax-related representations and
covenants to refrain from taking action which is inconsistent with certain
factual statements or representations or the tax treatment of the Transaction
as contemplated in the IRS Ruling Letter request or in the Tax Opinion. See
"The Distributions--Relationship Among Tenneco, New Tenneco and Newport News
After the Distributions."
 
THE MERGER
 
  It is expected that the Merger will constitute a reorganization within the
meaning of Section 368(a)(1)(B) of the Code. If the Merger so qualifies, (i)
Tenneco Stockholders will not recognize gain or loss upon the receipt of El
Paso Common Stock and El Paso Preferred Depositary Shares (if any) in exchange
for their Tenneco Stock, (ii) each Tenneco Stockholder's tax basis in the
Tenneco Stock (as determined immediately following the Distributions) will
carry over to the El Paso Common Stock and El Paso Preferred Depositary Shares
(if any), (iii) each Tenneco Stockholder's holding period for Tenneco Stock
will carry over to the El Paso Common Stock and/or El Paso Preferred Depositary
Shares (if any), provided that the Tenneco Stock is held as a capital asset
immediately prior to the Merger Effective Time, and (iv) any Tenneco
Stockholder receiving cash in lieu of fractional shares or any fractional El
Paso Preferred Depositary Shares will recognize capital gain or loss (provided
the shares of Tenneco surrendered are held as capital assets immediately prior
to the Merger Effective Time) equal to the difference between the amount of
cash received and the portion of such stockholder's basis in
 
                                       69
<PAGE>
 
the shares of Tenneco Stock allocable to such fractional share interests and
such capital gain or loss will be long-term capital gain or loss if the
holding period for such shares is more than one year.
 
  In addition, holders of $4.50 Preferred Stock and Junior Preferred Stock who
properly demand appraisal in accordance with the terms of Delaware law and
receive cash in an appraisal proceeding will be treated as having received
that cash as a distribution in redemption of such stock subject to the
provisions and limitations of Section 302 of the Code. Any such holder who
holds no El Paso stock, directly or by reason of attribution under Section 318
of the Code, will be treated as having a complete termination of such holder's
interests within the meaning of Section 302(b)(3) of the Code, the cash
received will be treated as a distribution in full payment in exchange for
their $4.50 Preferred Stock or Junior Preferred Stock, as the case may be,
under Section 302(a) of the Code, and such holder will recognize capital gain
or loss, provided such stock is held as a capital asset at the Merger
Effective Time, in an amount equal to the difference between the amount of the
cash received and such holder's basis in the shares surrendered and such
capital gain or loss will be long-term capital gain or loss if the holding
period for such shares is more than one year. Any such holder who holds El
Paso stock, directly or indirectly by reason of attribution under Section 318
of the Code, will also be entitled to capital gain treatment unless the
receipt of the cash is considered to have the effect of a dividend
distribution under Section 302 of the Code. In this event, the cash such
holder receives is treated as a dividend to the extent of such holder's
ratable share of applicable current and/or accumulated earnings and profits.
For a stockholder taxed as a domestic corporation (other than an S
corporation), if the cash received is treated as a dividend, such holder may,
subject to the conditions set forth in Section 243 and 246 of the Code, be
entitled to deduct an amount equal to 70 percent of the amount taxed as a
dividend. In general, the receipt of cash or other property will not be
considered to have the effect of a dividend distribution if (a) it is
"substantially disproportionate" with respect to such holder, or (b) it is
"not essentially equivalent to a dividend" with respect to such holder.
Tenneco Stockholders should consult their own tax advisors with respect to the
issue of constructive ownership and the possibility of satisfying the
"substantially disproportionate" or "not essentially equivalent to a dividend"
tests.
 
POSSIBLE FUTURE LEGISLATION
 
  The Administration's Budget Proposal issued March 19, 1996 contains several
revenue proposals, including a proposal (the "Anti-Morris Trust Proposal")
which would require a distributing corporation in a transaction otherwise
qualifying as a tax-free distribution under Section 355 of the Code to
recognize gain on the distribution of the stock of the controlled corporation
unless the direct and indirect stockholders of the distributing corporation
own more than 50 percent of the distributing corporation and controlled
corporations at all times during the four year period commencing two years
prior to the distribution. The Anti-Morris Trust Proposal would apply to any
distributions occurring after March 19, 1996, unless such distribution was (i)
pursuant to a binding contract on such date, (ii) described in a ruling
request submitted to the IRS on or before such date, or (iii) described in a
public announcement or Commission filing on or before such date.
 
  On March 29, 1996, Senator William V. Roth, Chairman of the Senate Finance
Committee and Congressman Bill Archer, Chairman of the House Ways & Means
Committee, issued a joint statement (the "Roth-Archer Statement") to the
effect that should certain of the revenue proposals included in the
Administration's Budget including the Anti-Morris Trust Proposal, be enacted,
that its effective date will be no earlier than the date of "appropriate
Congressional action." As of the date of this Prospectus, no legislation has
been introduced relating to the Anti-Morris Trust Proposal. On June 27, 1996,
Tenneco submitted its request for rulings (including rulings on the tax-free
treatment of the Distributions) to the IRS. Accordingly, in view of the Roth-
Archer Statement, any future Anti-Morris Trust legislation should not apply to
the Distributions assuming that the effective date of such legislation
contains a grandfather clause for transactions for which a ruling request has
been filed with the IRS prior to the date of "appropriate Congressional
action." Nevertheless, there can be no assurances that Congress will not adopt
Anti-Morris Trust Proposal legislation which would apply retroactively to the
Distributions. In the event such legislation is announced or introduced prior
to the consummation of the Transaction, under the terms of the Merger
Agreement El Paso may elect not to proceed with the Merger if it reasonably
determines that there exists a reasonable likelihood that the Distributions or
the
 
                                      70
<PAGE>
 
Merger would not be tax-free for federal income tax purposes. If El Paso
elects to proceed with the Merger notwithstanding the announcement or
introduction of Anti-Morris Trust legislation, the Distributions, if
ultimately subject to such legislation, may result in significant taxable gain
to Tenneco under Section 355(c) of the Code. Although Tenneco Stockholders
would not recognize taxable gain or loss on the receipt of the stock of New
Tenneco and Newport News under the current Anti-Morris Trust Proposal, the
taxable gain required to be recognized by Tenneco under Code Section 355(c)
would significantly reduce the value of the El Paso Common Stock and El Paso
Preferred Depositary Shares (if any) received by the Tenneco Stockholders in
the Merger.
 
                                      71
<PAGE>
 
                         DESCRIPTION OF CAPITAL STOCK
 
GENERAL
 
  Under the existing Certificate of Incorporation, as amended, of the Company
(the "Certificate of Incorporation"), the authorized capital stock of the
Company consists of 15,000,000 shares of Preferred Stock, without par value
("Preferred Stock"); 50,000,000 shares of Junior Preferred Stock, without par
value ("Junior Preferred Stock"); and 350,000,000 shares of Common Stock, par
value $5.00 per share ("Common Stock"). Upon consummation of the Merger, the
Certificate of Incorporation will be amended to provide that the authorized
capital stock of the Company will consist of    ,000,000 shares of Preferred
Stock and    ,000,000 shares of Common Stock, and the Junior Preferred Stock
will thereafter be identified as the Preferred Stock.
 
  As of September 30, 1996, the following shares of capital stock were
outstanding:    shares of $7.40 Preferred Stock,     shares of $4.50 Preferred
Stock and     shares of Common Stock. Upon consummation of the Merger, the
outstanding shares of $7.40 Preferred Stock and $4.50 Preferred Stock will be
converted into the right to receive common stock of El Paso, and all
outstanding shares of Common Stock other than shares owned by El Paso, the
Company, and their respective wholly owned subsidiaries will be converted into
the right to receive El Paso Common Stock (or, if the Stock Issuance is not
approved, depositary shares representing fractional interests in El Paso's
Adjustable Rate Cumulative Preferred Stock, par value $.01 per share. No
shares of Junior Preferred Stock were issued and outstanding on September 30,
1996, although 3,500,000 shares of Series A Participating Junior Preferred
Stock have been authorized for issuance pursuant to a Rights Agreement (the
"Rights Agreement") between the Company and First Chicago Trust Company of New
York, as rights agent, which is described under the subcaption "--Certain
Anti-Takeover Provisions--Rights Agreement." The rights issued pursuant to the
Rights Agreement will expire upon the effectiveness of the Merger. Junior
Preferred Stock issued prior to the Merger will not be converted or otherwise
exchanged in the Merger and will remain outstanding immediately following
consummation thereof (held by the persons who were the holders of such shares
prior to the Merger), the holders thereof will receive no consideration in
respect thereof in connection with the Merger.
 
  The Certificate of Incorporation currently provides that holders of Junior
Preferred Stock with various rights, powers and preferences, all of which will
be removed from the Certificate of Incorporation if the Charter Amendment is
adopted. These rights, powers and preferences include the requirement that
Tenneco obtain the consent of the holders of the Junior Preferred Stock before
taking certain actions, including but not limited to (i) creating a class of
stock, or increasing the amount of any existing class of stock, which ranks
prior to or on parity with the Junior Preferred Stock in respect of dividends
or distribution of assets on liquidation, (ii) amending the Certificate of
Incorporation in a manner which adversely affects the holders of the Junior
Preferred Stock, and (iii) transferring all or substantially all of the
Company's assets or merging with another company unless the Company is the
surviving corporation.
 
  As described above, upon consummation of the Merger, the Certificate of
Incorporation will be amended to eliminate the current class of Preferred
Stock and to change the name of the Junior Preferred Stock to Preferred Stock.
In addition, the Certificate of Incorporation will be further amended in the
Merger to eliminate or amend various provisions applicable to all of the
Company's stockholders. For a description of these additional amendments to
the Certificate of Incorporation. See "The Merger--Effects of the Merger".
 
  The summaries of the terms of the Preferred Stock, the Junior Preferred
Stock and Common Stock contained herein do not purport to be complete and are
subject to, and qualified in their entirety by reference to, all the
provisions of the Certificate of Incorporation and the Certificates of
Designation of Preferences and Rights of the $7.40 Preferred Stock and the
$4.50 Preferred Stock filed as exhibits to the Registration Statement of which
this Prospectus is a part.
 
                                      72
<PAGE>
 
JUNIOR PREFERRED STOCK
 
  The Board of Directors of the Company may authorize from time to time the
issuance in series of additional shares of Junior Preferred Stock. The
relative rights, references and limitations of the respective series of the
Junior Preferred Stock offered hereby will be set forth in the respective
Certificates of Designation for each series. The Certificate of Incorporation
contains certain rights, powers and preferences of the Junior Preferred Stock
in addition to those to be contained in the Certificates of Designation, which
additional rights, powers and preferences will be eliminated upon the adoption
of the Charter Amendment. The shares of Junior Preferred Stock, when issued
and sold, will be fully paid and nonassessable.
 
  The following description of the terms of the Junior Preferred Stock sets
forth certain general terms and provisions of the Junior Preferred Stock to
which a Prospectus Supplement relates. The number of shares and all of the
terms and conditions of the relative rights, preferences and limitations of
the respective series of Junior Preferred Stock as established by the Board of
Directors will be set forth in the Prospectus Supplement accompanying this
Prospectus relating to the particular series of Junior Preferred Stock being
offered thereby. The terms of particular series of Junior Preferred Stock may
differ, among other things, in (i) the number of shares that constitute such
series, (ii) the dividend rate (or the method of calculation thereof) on the
shares of such series, (iii) the dividend periods (or the method of
calculation thereof), (iv) the stated value of the shares of such series, (v)
the voting rights, if any, of the shares of such series, (vi) the preferences
and rights of the shares of such series upon any liquidation or winding-up of
the Company, (vii) whether or not and on what terms the shares of such series
will be subject to redemption at the option of the Company and (viii) the
other rights and privileges and any qualifications, limitations or
restrictions of such rights or privileges of such series.
 
  The following statements are brief summaries of certain provisions that are
contained in a Certificate of Incorporation, do not purport to be complete and
are qualified in their entirety by reference to such Certificate of
Designation.
 
  Rank. Prior to the Merger, the Junior Preferred Stock will rank, as to
payment of dividends and amounts payable on liquidation, prior to the Common
Stock (see "--Common Stock" below) and junior to the $4.50 Preferred Stock and
the $7.40 Preferred Stock. Upon consummation of the Merger, the Junior
Preferred Stock will rank, as to payment of dividends and amounts payable on
liquidation, prior to the Common Stock.
 
  Dividends. The Certificate of Incorporation currently provides that holders
of shares of the Junior Preferred Stock will be entitled to receive, when and
as declared by the Board of Directors out of funds legally available for
payment, cumulative cash dividends at an annual rate determined by the Board
of Directors therefor as set forth in the resolution of the Board of Directors
fixing the terms of such series. In addition, unless full cumulative dividends
on the outstanding shares of Junior Preferred Stock have been paid, or
declared and set apart for payment, and the full dividend for the current
period shall have been paid or declared and set apart for payment, dividends
may not be paid or declared and other distributions may not be made upon the
Common Stock nor may any Common Stock be purchased, retired or otherwise
acquired by the Company. Upon adoption of the Charter Amendment, the
Certificate of Incorporation will no longer contain such provisions and the
holders of Junior Preferred Stock will have such rights only if provided for
in the Certificate of Incorporation applicable to such series.
 
  Prior to the Merger, if at any time the Company has failed to pay accrued
dividends on any outstanding shares of Preferred Stock at the time such
dividends are payable, the Company may not pay or declare any dividend or
other distribution on any series of Junior Preferred Stock or purchase,
retire, or otherwise acquire any shares of any series of Junior Preferred
Stock until such accumulated but unpaid dividends on such senior shares have
been paid (or declared and set aside for payment) in full by the Company. In
addition, the Company may not pay or declare any dividend or other
distribution on, or purchase, retire or otherwise acquire, any series of
Junior Preferred Stock unless the full dividend on each series of Junior
Preferred Stock for the current dividend period has been paid or declared and
set apart.
 
 
                                      73
<PAGE>
 
  Liquidation Rights. Prior to the adoption of the Charter Amendment, the
Certificate of Incorporation will provide that, in the event of any
liquidation, dissolution or winding up of the Company, the holders of Junior
Preferred Stock will be entitled to receive out of the assets of the Company
available for distribution to stockholders, before any distribution is made to
holders of (i) any other shares of any other series ranking junior to the
Junior Preferred Stock as to rights upon liquidation, dissolution or winding
up that may be issued in the future or (ii) Common Stock, liquidating
distributions in an amount equal to the stated value per share of each series
of Junior Preferred Stock, as set forth in the applicable Prospectus
Supplement. Prior to the Merger, the holders of the shares of Junior Preferred
Stock will not be entitled to receive the liquidation price of such shares
until the liquidation preference of any Preferred Stock shall have been paid
(or a sum set aside therefor sufficient to provide for payment) in full. If
upon any liquidation, dissolution or winding up of the Company, the amounts
payable with respect to any series of Junior Preferred Stock are not paid in
full, the holders of all series of Junior Preferred Stock will share ratably
in any such distribution in proportion to the full respective preferential
amounts to which they are entitled. After payment of the full amount of the
liquidating distribution to which they are entitled, the holders of the Junior
Preferred Stock will not be entitled to any further participation in any
distribution of assets by the Company.
 
  Following the Merger, the Junior Preferred Stock, which will be re-named
Preferred Stock, will be the only authorized class of the Company's preferred
stock and will rank prior to the Common Stock with respect to rights upon
liquidation, dissolution or winding up of the Company.
 
  Redemption. The terms of any mandatory or optional redemption or sinking
fund provision applicable to a series of Junior Preferred Stock will be set
forth in the Certificate of Designation and described in the applicable
Prospectus Supplement. The Certificate of Incorporation currently provides
that no shares of Junior Preferred Stock may be purchased, redeemed or
otherwise acquired without the consent of the holders of at least a majority
of the number of shares of Junior Preferred Stock present at a meeting,
provided that a quorum, consisting of at least a majority of the outstanding
shares of Junior Preferred Stock, is present thereat. If fewer than all the
outstanding shares of a series of Junior Preferred Stock are to be redeemed,
the Company will select those to be redeemed pro rata, by lot or by a
substantially equivalent method. Upon adoption of the Charter Amendment, the
Certificate of Incorporation will no longer contain such provisions and the
holders of Junior Preferred Stock will have such rights only if provided for
in the Certificate of Designation applicable to such series.
 
  Voting Rights. Unless otherwise contained in the Certificate of Designation
providing for such series and except as required by law, following the
effectiveness of the Charter Amendment the holders of the Junior Preferred
Stock will not have any voting rights.
 
  The Certificate of Incorporation currently provides that the Company may not
amend any of the provisions of the Certificate of Incorporation so as to
affect adversely the rights, powers or preferences of the Junior Preferred
Stock (other than provisions relating exclusively to a particular series of
Junior Preferred Stock) without the consent of the holders of at least two-
thirds of the outstanding shares of Junior Preferred Stock, irrespective of
series, and the Company may not amend any such provisions of the Certificate
of Incorporation or of any resolutions relating exclusively to the rights of a
particular series of Junior Preferred Stock so as to affect adversely the
rights, powers or preferences of such series, without the consent of the
holders of at least two-thirds of the outstanding shares of such series. In
addition, the Company may not, without the consent of the holders of at least
a majority of the outstanding shares of Junior Preferred Stock, (a) create or
authorize any class of stock ranking prior to or on a parity with the Junior
Preferred Stock as to dividends or assets, or increase the authorized amount
of Junior Preferred Stock or any class of stock ranking prior to or on a
parity with the Junior Preferred Stock as to dividends or assets or create or
authorize any obligation or security convertible into shares of stock of any
class ranking prior to or on a parity with the Junior Preferred Stock as to
dividends or assets, or (b) transfer substantially all its property or
business, or consolidate with or merge into any other corporation; this
provision, however, does not apply to a merger of another corporation into the
Company or to mortgages of property of the Company. The Certificate of
Incorporation currently provides that the Company may not, without the
affirmative vote of at least a majority of the outstanding shares of Junior
Preferred Stock
 
                                      74
<PAGE>
 
present at an annual meeting or special meeting called for that purpose at
which at least a majority of the outstanding shares is present, redeem or
otherwise acquire for value any shares of Junior Preferred Stock or of any
other stock ranking on a parity with the Junior Preferred Stock in respect of
dividends or distribution of assets on liquidation during the continuance of
any default in the payment of dividends on the Junior Preferred Stock.
 
  Each of the foregoing provisions of the Certificate of Incorporation will be
eliminated upon the effectiveness of the Charter Amendment and the holders of
Junior Preferred Stock will have such rights only if provided for in the
Certificate of Designation relating to such series so described in the
Prospectus Supplement.
 
PREFERRED STOCK
 
  In addition to voting rights, redemption and conversion rights and other
terms and provisions fixed for each series of Preferred Stock by the Board of
Directors, the Certificate of Incorporation currently provides the preferences
and rights for the Preferred Stock as set forth below. Upon consummation of
the Merger, the shares of Preferred Stock currently outstanding will be
converted into the right to receive certain considerations in the Merger and
the Certificate of Incorporation will be amended to eliminate the class of
Preferred Stock.
 
  Dividends. The holders of Preferred Stock are entitled to receive, when and
as declared by the Board of Directors, out of the Company's assets legally
available therefor, cumulative preferential dividends at the rate per annum
fixed for the respective series. All shares of Preferred Stock rank on a
parity with respect to dividend rights, irrespective of series, and no
dividend may be declared or paid or set apart for payment on the Preferred
Stock of any series unless at the same time a dividend in like proportion to
the dividends accrued upon the Preferred Stock of each other series shall be
declared or paid or set apart for payment, as the case may be, on Preferred
Stock of each other series then outstanding. The dividend rate on the $7.40
Preferred Stock is $7.40 per share per annum and the dividend rate on the
$4.50 Preferred Stock is $4.50 per share per annum.
 
  No dividends whatsoever may be paid or declared, or any distribution made,
on any stock junior to the Preferred Stock, nor may any shares of such junior
stock be purchased, retired or otherwise acquired for valuable consideration
unless all past dividends on the Preferred Stock shall have been paid or
declared and set apart. In addition, the Company may not pay any such dividend
or distribution on, or purchase, retire or otherwise acquire, such junior
stock unless the full dividend on the shares of Preferred Stock for the
current dividend period has been paid or declared.
 
  Liquidation Rights. Holders of each series of Preferred Stock are entitled
to such liquidation preferences as are fixed for such series, provided that
such amount cannot exceed $100 per share in the event of involuntary
liquidation. If there are insufficient assets to permit full payment to
holders of the Preferred Stock of the amount to which they are entitled upon
liquidation, such assets will be distributed to holders of shares of Preferred
Stock pro rata in proportion to the amount payable upon each share thereof.
The amount payable to the holders of outstanding shares of Preferred Stock
upon liquidation will be paid before any distribution is made to the holders
of any class of stock of the Company ranking junior to the Preferred Stock.
The liquidation preference fixed for the $7.40 Preferred Stock is $100 per
share and the liquidation preference fixed for the $4.50 Preferred Stock is
$100 per share.
 
  Voting. The Company is not permitted to amend any of the provisions of the
Certificate of Incorporation so as to affect adversely the rights, powers or
preferences of the Preferred Stock (other than provisions relating exclusively
to a particular series of Preferred Stock) without the consent of the holders
of at least two-thirds of the outstanding shares of Preferred Stock,
irrespective of series, and the Company may not amend any such provisions of
the Certificate of Incorporation or of any resolutions relating exclusively to
the rights of a particular series of Preferred Stock so as to the affect
adversely the rights, powers or preferences of such series, without the
consent of the holders of at least two-thirds of the outstanding shares of
such series.
 
                                      75
<PAGE>
 
  The Company may not, without the consent of the holders of at least a
majority of the outstanding shares of Preferred Stock, (a) create or authorize
any class of stock ranking prior to or on a parity with the Preferred Stock as
to dividends or assets, or increase the authorized amount of Preferred Stock
or any class of stock ranking prior to or on a parity with the Preferred Stock
as to dividends or assets or create or authorize any obligation or security
convertible into shares of stock of any class ranking prior to or on a parity
with the Preferred Stock as to dividends or assets, or (b) transfer
substantially all its property or business, or consolidate with or merge into
any other corporation; this provision, however, does not apply to a merger of
another corporation into the Company or to mortgages of property of the
Company.
 
  The Company may not, without the affirmative vote of at least a majority of
the outstanding shares of Preferred Stock present at an annual meeting or
special meeting called for that purpose at which at least a majority of the
outstanding shares is present, redeem or otherwise acquire for value any
shares of Preferred Stock or of any other stock ranking on a parity with the
Preferred Stock in respect of dividends or distribution of assets on
liquidation during the continuance of any default in the payment of dividends
on the Preferred Stock.
 
  Holders of the $7.40 Preferred Stock and holders of the Common Stock are
entitled to vote together on the basis of one vote for each share held at all
meetings of shareholders of the Company. Holders of the $7.40 Preferred Stock
are not entitled to vote separately as a class except with regard to matters
relating exclusively to the rights of such series so as to adversely affect
the rights, powers or preferences of such series. In addition, holders of the
$7.40 Preferred Stock of the Company become entitled to elect two additional
members of the Board of Directors whenever dividends on such stock are in
arrears in an amount equal to six quarterly dividends thereon. Holders of any
other series of Preferred Stock that may be issued will be entitled to such
other voting rights, if any, as are fixed for such series. Except as otherwise
provided by the DGCL and except as set forth in the Certificate of
Incorporation with respect to the rights of holders of Preferred Stock to vote
on certain matters, holders of $4.50 Preferred Stock are not entitled to vote.
 
COMMON STOCK
 
  Dividends. Subject to the prior rights of the holders of the Preferred Stock
and the Junior Preferred Stock, and except as set forth below, such dividends
as may be determined by the Board of Directors of the Company may be declared
and paid on the Common Stock from time to time out of any funds legally
available therefor. No dividends or other distributions may be paid on the
Common Stock, nor may any shares of Common Stock be purchased, retired or
otherwise acquired by the Company, unless all past and current dividends on
the Preferred Stock and Junior Preferred Stock shall have been declared and
paid or declared and set apart. In addition, the Company may not pay any such
dividend or distribution on, or purchase, retire or otherwise acquire, such
Common Stock unless the full dividend on the shares of Preferred Stock and
Junior Preferred Stock for the current dividend period has been paid or
declared.
 
  Voting Rights. Holders of the $7.40 Preferred Stock and holders of the
Common Stock are entitled to vote together on the basis of one vote for each
share held at all meetings of shareholders of the Company. Holders of the
$7.40 Preferred Stock are not entitled to vote separately as a class except
with regard to matters relating exclusively to the rights of such series so as
to adversely affect the rights, powers or preferences of such series. Subject
to the right of the holders of the $7.40 Preferred Stock of the Company to
elect two additional members of the Board of Directors whenever dividends on
the outstanding $7.40 Preferred Stock are in arrears in an amount equal to six
quarterly dividends thereon, and subject to such additional voting rights as
may be provided for any other series of Preferred Stock or Junior Preferred
Stock in the resolution of the Board of Directors providing for the issuance
thereof, holders of Common Stock are entitled to one vote for each share held
at all meetings of stockholders.
 
  Liquidation. The holders of Common Stock, in the event of any liquidation,
dissolution or winding up of the affairs of the Company, are entitled to
receive pro rata the assets of the Company remaining after satisfaction of
corporate liabilities and the prior payment in full of all amounts which the
holders of the Preferred Stock and the Junior Preferred Stock are entitled to
receive.
 
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<PAGE>
 
  Miscellaneous. The holders of Common Stock have no preemptive rights,
cumulative voting rights or subscription rights.
 
  The Common Stock is listed on the NYSE and the Midwest, Pacific, Toronto,
London, Frankfurt, Dusseldorf, Basel, Geneva, Zurich and Paris Stock
Exchanges.
 
  The following banks are both Transfer Agents and Registrars for the Common
Stock: First Chicago Trust Company of New York, New York, New York; and First
Interstate Bank of California, Los Angeles, California. Additionally, Montreal
Trust Company, Toronto, Ontario, is a Transfer Agent for the Common Stock and
Canada Permanent Trust Company, Toronto, Ontario, is a Registrar for the
Common Stock.
 
CERTAIN ANTI-TAKEOVER PROVISIONS
 
  The Certificate of Incorporation, By-Laws and the Rights Agreement currently
contain provisions, summarized below, that could have the effect of delaying,
deferring or preventing a merger, tender offer or other takeover attempt of
the Company. Upon consummation of the Merger, these provisions will be
eliminated from Certificates of Incorporation and By-Laws and the rights
issued under the Rights Agreement will expire. The summary does not purport to
be complete and is subject to, and qualified in its entirety by, the
provisions of the Certificate of Incorporation, By-Laws and Rights Agreement
filed or incorporated as exhibits to the Registration Statement.
 
  Certificate of Incorporation. Election of Board of Directors. The Board of
Directors of the Company is divided into three classes of directors serving
staggered three-year terms, with a minimum of eight directors and a maximum of
sixteen directors constituting the entire Board of Directors. The directors
may be removed by the stockholders of the Company only for cause. The total
number of directors and the number of directors constituting each class of
directors (with each of the three classes being required to be equal as nearly
as possible) can be fixed or changed, from time to time, by the Board of
Directors within such authorized limits. Incumbent directors may fill any
vacancies on the Board of Directors, however occurring, whether by an increase
in the number of directors, death, resignation, retirement, disqualification,
removal from office or otherwise.
 
  Fair Price Provisions. The Certificate of Incorporation contains a "fair
price" provision which requires the approval of holders of at least 66 2/3% of
the Company's outstanding voting stock (excluding voting stock owned by any
Interested Stockholder, as defined below, and certain related parties) as a
condition to mergers, consolidations and certain other business combinations
and transactions ("Business Combinations") involving the Company or one of its
subsidiaries with, or proposed by or on behalf of, an Interested Stockholder
or certain related parties unless the Business Combination satisfies certain
minimum price and other procedural safeguards or unless the transaction is
approved by a majority of the Continuing Directors (as defined below).
Amendments to these provisions of the Certificate of Incorporation proposed by
an Interested Stockholder require the approval of holders of 66 2/3 percent of
the Company's voting stock voting together as a single class (excluding voting
stock owned by any Interested Stockholders and certain related parties) unless
such amendment is recommended by the Board of Directors if all such directors
are Continuing Directors.
 
  An "Interested Stockholder" is defined in the Certificate of Incorporation
to include any person who is or has announced or publicly disclosed a plan or
intention to become the beneficial owner of more than five percent of the
voting stock of the Company (other than the Company, its subsidiaries or
employee benefit plans of the Company and the trustees of such plans). A
person is the "beneficial owner" of voting stock of the Company which such
person and certain related parties, directly or indirectly, own or have the
right to acquire or vote such stock.
 
  A "Continuing Director" is any member of the Board of Directors of the
Company who is not affiliated with an Interested Stockholder and who either
was a director of the Company prior to the time any Interested Stockholder
became an Interested Stockholder or was recommended or elected by a majority
of the Continuing Directors.
 
  The fair price criteria require that, in a Business Combination in which
consideration is to be paid to the Company's stockholders, the consideration
required to be paid must be either cash or the same form of
 
                                      77
<PAGE>
 
consideration used by the Interested Stockholder in acquiring beneficial
ownership of the largest portion of its capital stock of the Company. In the
case of payments to holders of the Common Stock, the fair market value per
share of such payments would have to be at least equal to the higher value
determined under the following two alternatives: (i) the highest per share
price paid by or on behalf of the Interested Stockholder during the two years
prior to the public announcement of the proposed Business Combination (the
"Announcement Date") or in the transaction in which it became an Interested
Stockholder, whichever is higher, for any share of the Common Stock
beneficially owned by the Interested Stockholder, and (ii) the fair market
value per share of Common Stock on the Announcement Date or on the date on
which the Interested Stockholder became an Interested Stockholder (the
"Determination Date"), whichever is higher. In the case of payments to holders
of any shares of a series of class of capital stock of the Company other than
Common Stock, the fair market value per share of such payments would have to
be at least equal to the highest value determined under the following four
alternatives: (i) the highest per share price paid by or on behalf of the
Interested Stockholder during the two years prior to the Announcement Date or
in the transaction in which it became an Interested Stockholder, whichever is
higher, for any shares of such class or series beneficially owned by the
Interested Stockholder, (ii) the fair market value per share of such class or
series on the Announcement Date or Determination Date, whichever is higher,
(iii) such fair market value determined pursuant to the immediately preceding
clause multiplied by the ratio of (x) the highest per share price for such
class or series paid by or on behalf of the Interested Stockholder during the
two-year period prior to the Announcement Date for any shares of such class or
series beneficially owned by the Interested Stockholder to (y) the fair market
value per share of such class or series on the first day in such two-year
period on which, the Interested Stockholder acquired beneficial ownership of
any share of such class or series, and (iv) the highest voluntary or
involuntary liquidation amount for such class or series.
 
  In order to avoid the 66 2/3% stockholder vote requirement for Business
Combinations in which consideration is to be paid to the Company's
stockholders, the following procedural requirements would have to be complied
with, as well as the minimum price criteria described above, unless the
Business Combination was approved by a majority of the Continuing Directors.
 
    (i) The Company, after the Interested Stockholder became an Interested
  Stockholder, must not have failed to pay full quarterly dividends payable
  under the terms of any outstanding capital stock of the Company or have
  reduced the rate of dividends paid on its Common Stock, unless such failure
  or reduction was approved by a majority of the Continuing Directors.
 
    (ii) After the Interested Stockholder became an Interested Stockholder,
  the Interested Stockholder must not have acquired any additional shares of
  the Company's capital stock.
 
    (iii) After the Interested Stockholder became an Interested Stockholder,
  the Company must have increased the annual dividend rate on the Common
  Stock to reflect certain stock reclassifications, recapitalizations, and
  reorganizations of the Company unless such failure to increase the dividend
  was approved by a majority of the Continuing Directors.
 
    (iv) A proxy or information statement describing the proposed Business
  Combination must have been prepared and mailed by the Company to all
  stockholders of the Company at least 30 days prior to the consummation of
  the Business Combination.
 
    (v) The Interested Stockholder must not have made any major change in the
  Company's business or equity capital structure without the approval of a
  majority of Continuing Directors.
 
  In order to avoid the 66 2/3 percent vote requirement for a Business
Combination not involving the payment of consideration to the Company's
stockholders, the transaction would have to be approved by a majority of the
Continuing Directors. The foregoing voting requirements are in addition to any
vote required by law or otherwise required by the Certificate of
Incorporation.
 
  Other Provisions. In addition to the anti-takeover effects which may exist
in the above described provisions, the ability of the Board of Directors to
authorize the issuance of shares of Preferred Stock and Junior Preferred
Stock, as described under the caption "--General", might deter a third party
from attempting to
 
                                      78
<PAGE>
 
acquire the Company on a non-negotiated basis such as a tender offer. The
Board of Directors of the Company could issue authorized but unissued Common
Stock to a holder that might have sufficient voting power to make it difficult
for any proposal to accomplish certain Business Combinations opposed by a
majority of the Continuing Directors, or to receive the stockholder vote
required to amend the provisions of the Certificate of Incorporation relating
to such Business Combinations.
 
  By-Laws. The Company's By-Laws provide for (i) an advance notice procedure
with regard to (a) the nomination, other than by or at the direction of the
Board of Directors, of candidates for election as directors, and (b) certain
business to be brought before an annual meeting of stockholders of the Company
and (ii) procedures governing the use of written consents by stockholders. The
By-Laws may be altered, amended or repealed by the Board of Directors, by a
majority vote of stockholders at a meeting thereof (provided, in the case of
an annual meeting, that any stockholder proposing such action shall have given
the Company prior notice in accordance with the procedures prescribed by the
By-Laws), or by the holders of a majority of the outstanding shares of capital
stock of the Company entitled to vote thereon acting by written consent in
accordance with the consent procedures prescribed by the By-Laws.
 
  Rights Agreement. On June 10, 1988, the Company made a dividend distribution
to holders of Common Stock of one preferred share purchase right (a "Right")
for each outstanding share of Common Stock. Each Right entitles the registered
holder to purchase from the Company a unit consisting of one-hundredth of a
share (a "Unit") of Series A Participating Junior Preferred Stock
("Participating Junior Preferred Stock"), at a purchase price of $130 per Unit
(the "Purchase Price"), subject to adjustment from time to time to prevent
dilution. The description and terms of the Rights are set forth in the Rights
Agreement, which is filed as an exhibit to the Registration Statement of which
this Prospectus is a part. The Rights Agreement will terminate upon
effectiveness of the Merger.
 
  The Rights are not exercisable until the Rights Distribution Date (as
defined below) and will expire at the close of business on June 10, 1998,
unless earlier redeemed by the Company as described below.
 
  The Rights currently attach to all Common Stock certificates representing
the shares thereof outstanding, and no separate certificates evidencing the
Rights ("Rights Certificates") have been distributed. The Rights will separate
from the Common Stock and a distribution date (the "Rights Distribution Date")
will occur upon the earliest of (i) 10 business days following the first date
of public announcement (the "Stock Acquisition Date") that a person or group
of affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 20 percent or more of
the outstanding shares of Common Stock, (ii) 10 business days (or such later
date as may be determined by the Board of Directors) following the
commencement of a tender offer or exchange offer that would result in a person
or group beneficially owning 20 percent or more of such outstanding shares of
Common Stock and (iii) 10 business days after the Board of Directors
determines any person, alone or together with its affiliates and associates,
has become the beneficial owner of an amount of Common Stock which the Board
of Directors determines to be substantial (which amount shall in no event be
less than 10 percent of the shares of Common Stock outstanding) and at least a
majority of the Board of Directors who are not officers of the Company, after
reasonable inquiry and investigation, including consultation with such persons
as such directors shall deem appropriate, shall determine that (a) such
beneficial ownership by such person is intended to cause the Company to
repurchase the Common Stock beneficially owned by such person or to cause
pressure on the Company to take action or enter into a transaction or series
of transactions intended to provide such person with short-term financial gain
under circumstances where the Board of Directors determines that the best
long-term interests of the Company and its stockholders would not be served by
taking such action or entering into such transactions or series of
transactions at that time or (b) such beneficial ownership is causing or
reasonably likely to cause a material adverse impact (including, but not
limited to, impairment of relationships with customers or impairment of the
Company's ability to maintain its competitive position) on the business or
prospects of the Company (any such person being referred to herein and in the
Rights Agreement as an "Adverse Person").
 
 
                                      79
<PAGE>
 
  Until the Rights Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates issued after
June 10, 1988 will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.
 
  As soon a practicable after the Rights Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Rights Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except as
otherwise provided by the Board of Directors, only shares of Common Stock
issued prior to the Rights Distribution Date will be issued with Rights.
 
  In the event that (i) a person becomes the beneficial owner of 20 percent or
more of the then outstanding shares of Common Stock (except pursuant to an
offer for all outstanding shares of Common Stock that the independent
directors determine to be fair and otherwise in the best interests of the
Company and its stockholders), or (ii) the Board of Directors determines that
a person is an Adverse Person, each holder of a Right will thereafter have the
right to receive, upon exercise, Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal to two
times the exercise price of the Right. Upon the occurrence of either of the
events set forth in the preceding sentence, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person or Adverse Person (or certain related parties)
will be null and void. However, Rights are not exercisable following the
occurrence of either of such events set forth above until such time as the
Rights are no longer redeemable by the Company as set forth below.
 
  In the event that, at any time following the Stock Acquisition Date, (i) the
Company is acquired in a merger or other business combination transaction
(other than a merger meeting prescribed terms and conditions that follows an
offer described in the preceding paragraph) or (ii) more than 50 percent of
the Company's assets or earning power is sold or transferred, each holder of a
Right (except Rights that previously have been voided as set forth above)
shall thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of the
Right.
 
  The Purchase Price payable, and the number of Units of Participating Junior
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, Participating Junior Preferred Stock, (ii) if holders of
Participating Junior Preferred Stock are granted certain rights or warrants to
subscribe for Participating Junior Preferred Stock or convertible securities
at less than the current market price of Participating Junior Preferred Stock
or (iii) upon the distribution to holders of the Participating Junior
Preferred Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above).
 
  With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment
in cash will be made based on the market price of Participating Junior
Preferred Stock on the last trading date prior to the date of exercise.
 
  In general, at any time until ten business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in part,
at a price of $.02 per Right. The Company may not redeem the Rights if the
Board of Directors has previously declared a person to be an Adverse Person.
Immediately upon the action of the Board of Directors ordering redemption of
the Rights, the Rights will terminate and the only right of the holders of
Rights will be to receive the $.02 redemption price.
 
  Until a Right is exercised, the holder thereof, as such, has no rights as a
stockholder of the Company, including, without limitation, the right to vote
or to receive dividends.
 
 
                                      80
<PAGE>
 
  Other than those provisions relating to the principal economic terms of the
Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Rights Distribution Date. After
the Rights Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity to make changes that do
not adversely affect the interests of holders of Rights, or to shorten or
lengthen any time period under the Rights Agreement; provided however, that no
amendment to adjust the time period governing redemption shall be made at such
time as the Rights are not redeemable.
 
  The Rights will expire upon the effectiveness of the Merger.
 
PARTICIPATING JUNIOR PREFERRED STOCK
 
  In connection with the Rights Agreement, 3,500,000 shares of Series A
Participating Junior Preferred Stock of the Company (the "Participating Junior
Preferred Stock") have been authorized. No shares of the Participating Junior
Preferred Stock are outstanding. Upon consummation of the Merger, the
Participating Junior Preferred Stock will cease to be authorized. The
following summary of the terms of the Participating Junior Preferred Stock
which are in addition to those terms which apply to the Junior Preferred Stock
generally does not purport to be complete and is subject to, and qualified in
its entirety by reference to, all of the provisions of the Certificate of
Incorporation. Participating Junior Preferred Stock ranks junior to the
Preferred Stock and senior to the Common Stock with respect to payment of
dividends and distributions of assets on liquidation. See "--Junior Preferred
Stock."
 
  Dividends. Subject to the rights of the Preferred Stock, holders of the
Participating Junior Preferred Stock will be entitled to receive, when and as
declared by the Board of Directors, cumulative quarterly cumulative
preferential dividends equal to the greater of (i) $5.00 per share, or (ii)
100 times the amount of quarterly dividend paid on, or distributed with
respect to, the Common Stock (other than dividends payable in shares of Common
Stock or subdivisions of the Common Stock), subject to certain adjustments for
stock dividends, subdivisions and combinations.
 
  Liquidation. Subject to the prior rights of the holders of the Preferred
Stock, in the event of the voluntary or involuntary liquidation, dissolution
or winding up of the business of the Company, holders of the Series A
Participating Junior Preferred Stock will be entitled to receive an amount
equal to the greater of (i) $100 per share plus accrued and unpaid dividends
and (ii) 100 times the aggregate amount to be distributed per share to holders
of Common Stock, subject to certain adjustments for stock dividends,
subdivisions and combination.
 
  Redemption. The Company has the option to redeem, in whole or in part, the
Participating Junior Preferred Stock at any time at a redemption price equal
to 100 times the per share market price of the Common Stock, plus accrued and
unpaid dividends, subject to certain adjustments for stock dividends,
subdivisions or combinations. Such market price is the average closing price
on the New York Stock Exchange for the ten consecutive trading days
immediately prior to the date of mailing of the notice of redemption.
 
  Voting. Holders of Participating Junior Preferred Stock are entitled to 100
votes per share (subject to certain adjustments) on all matters submitted to a
vote of the stockholders of the Company and will vote with the Common Stock,
as a class, on such matters.
 
  Whenever the dividends on the Participating Junior Preferred Stock are in
arrears in an amount equal to six quarterly dividends thereon, holders of the
Participating Junior Preferred Stock have the right to elect two additional
directors until all accrued and unpaid dividends on the Participating
Preferred Stock are paid in full.
 
                                      81
<PAGE>
 
                             THE CHARTER AMENDMENT
 
  If the Transaction is approved at the Tenneco Special Meeting, the
Certificate of Incorporation will be amended to eliminate certain rights and
preferences of each authorized class of Junior Preferred Stock.
 
  The Charter Amendment would eliminate from the Certificate of Incorporation
certain existing provisions which, if there are shares of the Junior Preferred
Stock outstanding, require the consent of the holders of a majority of such
shares for the taking of any of the following actions by the Company: (i)
creating additional classes of stock ranking prior to the Junior Preferred
Stock, or increasing the amount of preferred stock or any additional class of
stock ranking prior to the Junior Preferred Stock in respect of dividends or
distribution of assets on liquidation; (ii) creating any obligation or
security convertible into shares of preferred stock ranking prior to or on
parity with the Junior Preferred Stock in respect of dividends or distribution
of assets on liquidation; (iii) creating any class of stock ranking on a
parity with the Junior Preferred Stock or increasing the authorized amount of
the Junior Preferred Stock or of any class of stock ranking on a parity with
the Junior Preferred Stock in respect of dividends or distribution of assets
on liquidation; (iv) the purchase, redemption or other acquisition for value
of any shares of the Junior Preferred Stock or of any other stock ranking on a
parity with the Junior Preferred Stock in respect of dividends or distribution
of assets on liquidation during the continuance of any default in the payment
of dividends on the Junior Preferred Stock; or (v) selling, leasing,
transferring or conveying all, or substantially all, of Tenneco's property or
business, or consolidating with or merging into any other corporation or
corporations (except for mergers of another corporation into the Company or
mortgages, pledges or other hypothecations of the Company's property).
 
  The Charter Amendment would allow the Board of Directors of the Company
additional flexibility in establishing the powers, preferences and relative
and other special rights, including voting rights, of any series of the Junior
Preferred Stock issued in the future, and to take any of the foregoing actions
without first obtaining the consent of holders of any outstanding shares of
the Junior Preferred Stock, unless otherwise required by law and unless the
Board of Directors elected to provide voting rights with respect to any of the
foregoing actions pursuant to the terms of any series of the Junior Preferred
Stock issued in the future.
 
                                      82
<PAGE>
 
                             PLAN OF DISTRIBUTION
 
  The Company may sell the Junior Preferred Stock being offered hereby in
three ways: (i) through agents, (ii) through underwriters, and (iii) through
dealers. Any such underwriters, dealers or agents in the United States will
include Morgan Stanley & Co. Incorporated
 
  Offers to purchase Junior Preferred Stock may be solicited by agents
designated by the Company from time to time. Any such agent, who may be deemed
to be an underwriter as that term is defined in the Securities Act, involved
in the offer or sale of the Securities in respect of which this Prospectus is
delivered will be named, and any commissions payable by the Company to such
agent set forth, in the Prospectus Supplement. Any such agent will be acting
on a reasonable efforts basis for the period of its appointment or, if
indicated in the applicable Prospectus Supplement, on a firm commitment basis.
Agents may be entitled under agreements which may be entered into with the
Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act, and may be customers of,
engage in transactions with or perform services for the Company in the
ordinary course of business.
 
  If any underwriters are utilized in the sale of the Junior Preferred Stock
in respect of which this Prospectus is delivered, the Company will enter into
an underwriting agreement with such underwriters at the time of sale to them
and the names of the underwriters and the terms of the transaction will be set
forth in the Prospectus Supplement, which will be used by the underwriters to
make resales of the Junior Preferred Stock in respect of which this Prospectus
is delivered to the public. The underwriters may be entitled, under the
relevant underwriting agreement, to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act, and may
be customers of, engage in transactions with or perform services for the
Company in the ordinary course of business.
 
  If a dealer is utilized in the sale of the Junior Preferred Stock in respect
of which the Prospectus is delivered, the Company will sell such Junior
Preferred Stock to the dealer, as principal. The dealer may then resell such
Junior Preferred Stock to the public at varying prices to be determined by
such dealer at the time of resale. Dealers may be entitled to indemnification
by the Company against certain liabilities, including liabilities under the
Securities Act, and may be customers of, engage in transactions with or
perform services for the Company in the ordinary course of business.
 
  Junior Preferred Stock may also be offered and sold, if so indicated in the
Prospectus Supplement, in connection with a remarketing upon their purchase,
in accordance with their terms, by one or more firms, including Morgan Stanley
& Co. Incorporated ("remarketing firms"), acting as principals for their own
accounts or as agents for the Company. Any remarketing firm will be identified
and the terms of its agreement, if any, with the Company and its compensation
will be described in the Prospectus Supplement. Remarketing firms may be
entitled under agreements which may be entered into with the Company to
indemnification by the Company against certain civil liabilities, including
liabilities under the Securities Act, and may be customers of, engage in
transactions with or perform services for the Company in the ordinary course
of business.
 
  Any underwriters, agents or dealers utilized in the sale of Junior Preferred
Stock will not confirm sales to accounts over which they exercise
discretionary authority.
 
                                      83
<PAGE>
 
                                 LEGAL MATTERS
 
  The validity of the Junior Preferred Stock will be passed upon for the
Company by Jenner & Block, Chicago, Illinois. Members of the firm of Jenner &
Block, including Theodore R. Tetzlaff, who is also General Counsel of Tenneco,
own shares of Tenneco Common Stock. Certain legal matters relating to the
Securities will be passed upon for the Underwriters by Cahill Gordon & Reindel
(a partnership including a professional corporation), New York, New York.
Cahill Gordon & Reindel has in the past represented and continues to represent
the Company and its subsidiaries.
 
                                    EXPERTS
 
  The following financial statements and schedules included or incorporated by
reference in this Prospectus and elsewhere in this Registration Statement, to
the extent and for the periods indicated in their reports, have been audited
by Arthur Andersen LLP, independent public accountants, and are included
herein in reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports: (i) Tenneco and consolidated subsidiaries
included in Tenneco's Annual Report on Form 10-K, as amended, for the year
ended December 31, 1995, incorporated by reference herein; and (ii) the
businesses of Tenneco Energy, included herein.
 
  The combined financial statements of Mobil Plastics Division of Mobil
Corporation for the year ended December 28, 1994 appearing in the Current
Report of Tenneco on Form 8-K dated November 17, 1995, which is incorporated
by reference herein, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein. Such
financial statements have been incorporated herein by reference in reliance
upon such report given upon the authority of such firm as experts in
accounting and auditing.
 
                                      84
<PAGE>
 
              INDEX TO COMBINED FINANCIAL STATEMENTS AND SCHEDULE
 
<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
THE BUSINESSES OF TENNECO ENERGY
  Report of Independent Public Accountants................................ F-2
  Combined Statements of Income for each of the three years in period
   ended December 31, 1995 and the six months ended June 30, 1996 and
   1995................................................................... F-3
  Combined Balance Sheets--December 31, 1995 and 1994 and June 30, 1996... F-4
  Combined Statements of Cash Flows for each of the three years in the
   period ended December 31, 1995 and the six months ended June 30, 1996
   and 1995............................................................... F-5
  Statements of Changes in Combined Equity for each of the three years in
   the period ended December 31, 1995 and the six months ended June 30,
   1996................................................................... F-6
  Notes to Combined Financial Statements.................................. F-7
</TABLE>
 
<TABLE>
<S>                                                                          <C>
FINANCIAL STATEMENT SCHEDULE
  Valuation and Qualifying Accounts--The Businesses of Tenneco Energy....... S-1
</TABLE>
 
                                      F-1
<PAGE>
 
                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To Tenneco Inc.:
 
  We have audited the accompanying combined balance sheets of the businesses
of Tenneco Energy (see Note 1) as of December 31, 1995 and 1994, and the
related combined statements of income, cash flows and changes in combined
equity for each of the three years in the period ended December 31, 1995.
These combined financial statements and the schedule referred to below are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these combined financial statements and schedule based on our
audits.
 
  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the combined financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the combined
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall combined financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
 
  In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of the
businesses of Tenneco Energy as of December 31, 1995 and 1994, and the results
of its combined operations and cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted
accounting principles.
 
  Our audits were made for the purpose of forming an opinion on the basic
combined financial statements taken as a whole. The supplemental schedule
listed in the index to the combined financial statements and schedule is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic combined financial statements.
The supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic combined financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic combined financial statements of
the businesses of Tenneco Energy taken as a whole.
 
                                          ARTHUR ANDERSEN LLP
 
Houston, Texas
August 19, 1996
 
                                      F-2
<PAGE>
 
                        THE BUSINESSES OF TENNECO ENERGY
 
                         COMBINED STATEMENTS OF INCOME
 
<TABLE>
<CAPTION>
                                      YEARS ENDED DECEMBER   SIX MONTHS ENDED
                                              31,                JUNE 30,
                                      ---------------------  -------------
(MILLIONS)                             1995    1994   1993    1996   1995
----------                            ------  ------ ------  ------ ------
                                                              (UNAUDITED)
<S>                                   <C>     <C>    <C>     <C>    <C>     
REVENUES
Net sales and operating revenues..... $1,921  $2,381 $2,866  $1,370 $  939
Other income--
  Interest income....................     85      65     25      31     44
  Equity in net income of affiliated
   companies.........................     65      51     47      18     37
  Gain (loss) on sale of assets, net.     11       1     62      42     (7)
  Gain on the sale by a subsidiary of
   its stock.........................     --      23     --      --     --
  Other income, net..................     29      17     37       6     19
                                      ------  ------ ------  ------ ------
                                       2,111   2,538  3,037   1,467  1,032
                                      ------  ------ ------  ------ ------
COSTS AND EXPENSES
Cost of gas sold.....................    954   1,472  1,786     795    493
Operating expenses...................    414     379    442     230    170
General and administrative...........    200     143    169     113     96
Finance charges......................     79      75     51      34     43
Depreciation, depletion and
 amortization........................    196     102    170     107     90
                                      ------  ------ ------  ------ ------
                                       1,843   2,171  2,618   1,279    892
                                      ------  ------ ------  ------ ------
Income before interest expense and
 income taxes........................    268     367    419     188    140
Interest expense, net of interest
 allocated to affiliates.............    122     142    127      63     61
                                      ------  ------ ------  ------ ------
Income before income taxes...........    146     225    292     125     79
Income tax expense (benefit).........    (11)     72    104      22     32
                                      ------  ------ ------  ------ ------
Income before extraordinary loss.....    157     153    188     103     47
Extraordinary loss, net of income
 tax.................................     --      --    (25)     --     --
                                      ------  ------ ------  ------ ------
Net income .......................... $  157  $  153 $  163  $  103 $   47
                                      ======  ====== ======  ====== ======
</TABLE>
 
 
The accompanying notes to combined financial statements are an integral part of
                      these combined statements of income.
 
                                      F-3
<PAGE>
 
                        THE BUSINESSES OF TENNECO ENERGY
 
                            COMBINED BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                       DECEMBER 31,
                                                       -------------  JUNE 30,
(MILLIONS)                                              1995   1994     1996
----------                                             ------ ------ -----------
                                                                     (UNAUDITED)
<S>                                                    <C>    <C>    <C>
ASSETS
Current assets:
  Cash and temporary cash investments................  $  249 $   48   $  100
  Receivables--
   Customer notes and accounts (net).................     508    961      503
   Affiliated companies..............................     199    215      170
   Gas transportation and exchange...................      64    214      151
   Income taxes......................................     133    234      105
   Other.............................................     436    130      261
  Inventories........................................      24     22       24
  Deferred income taxes..............................      --     --       21
  Prepayments and other..............................      83     92       93
                                                       ------ ------   ------
                                                        1,696  1,916    1,428
                                                       ------ ------   ------
Investments and other assets:
  Investment in affiliated companies.................     280    358      230
  Long-term notes and other receivables (net) .......     352    683      235
  Goodwill...........................................      22     25       37
  Other..............................................     601    307      685
                                                       ------ ------   ------
                                                        1,255  1,373    1,187
                                                       ------ ------   ------
Plant, property and equipment, at cost...............   6,272  5,768    6,436
  Less--Reserves for depreciation, depletion and
   amortization......................................   3,431  3,327    3,512
                                                       ------ ------   ------
                                                        2,841  2,441    2,924
                                                       ------ ------   ------
                                                       $5,792 $5,730   $5,539
                                                       ====== ======   ======
LIABILITIES AND COMBINED EQUITY
Current liabilities:
  Short-term debt (including current maturities on
   long-term debt)...................................  $  456 $  399   $  521
  Payables--
   Trade.............................................     365    324      312
   Affiliated companies..............................      88     47      113
   Gas transportation and exchange...................      28    159      107
  Taxes accrued......................................     525     56       25
  Deferred income taxes..............................      65     29       --
  Interest accrued...................................     102    124       97
  Natural gas pipeline revenue reservation...........      27    190       59
  Other..............................................     428    238      537
                                                       ------ ------   ------
                                                        2,084  1,566    1,771
                                                       ------ ------   ------
Long-term debt.......................................   1,811  2,242    1,519
                                                       ------ ------   ------
Deferred income taxes................................     323    735      413
                                                       ------ ------   ------
Postretirement benefits..............................     260    288      246
                                                       ------ ------   ------
Deferred credits and other liabilities...............     478    351      406
                                                       ------ ------   ------
Commitments and contingencies
Minority interest....................................      19     19       18
                                                       ------ ------   ------
Preferred stock with mandatory redemption provisions.     130    147      112
                                                       ------ ------   ------
Combined equity......................................     687    382    1,054
                                                       ------ ------   ------
                                                       $5,792 $5,730   $5,539
                                                       ====== ======   ======
</TABLE>
 
The accompanying notes to combined financial statements are an integral part of
                         these combined balance sheets.
 
                                      F-4
<PAGE>
 
                        THE BUSINESSES OF TENNECO ENERGY
 
                       COMBINED STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                                   SIX MONTHS
                                                YEARS ENDED           ENDED
                                               DECEMBER 31,         JUNE 30,
                                            ---------------------  ------------
(MILLIONS)                                  1995   1994    1993    1996   1995
----------                                  -----  -----  -------  -----  -----
                                                                   (UNAUDITED)
<S>                                         <C>    <C>    <C>      <C>    <C>
OPERATING ACTIVITIES
Net income................................  $ 157  $ 153  $   163  $ 103  $  47
Adjustments to reconcile net income to net
 cash provided (used) by operating
 activities --
  Extraordinary loss, net of tax..........     --     --       25     --     --
  Depreciation, depletion and
   amortization...........................    196    102      170    107     90
  Equity in net income of affiliated
   companies, net of dividends............    (12)    (3)      (5)    (1)   (12)
  Deferred income taxes...................     88     51       93      5     (7)
  (Gain) loss on sale of assets, net......    (11)   (24)     (62)   (42)     7
  Cash paid for interest allocated to
   affiliates, net of tax.................   (117)   (78)     (81)   (75)   (56)
  Changes in components of working
   capital--
   (Increase) decrease in receivables.....    451     17       78     19    163
   (Increase) decrease in prepayments and
    other current assets..................      8     35       51      4      8
   Increase (decrease) in payables........    (25)  (262)    (241)    (2)   (70)
   Increase (decrease) in taxes accrued...     40   (252)      90   (235)     9
   Increase (decrease) in interest
    accrued...............................    (52)   (39)     (32)   (15)   (27)
   Increase (decrease) in natural gas
    pipeline revenue reservation..........   (156)   (91)     136     11   (179)
   Increase (decrease) in other current
    liabilities...........................   (102)   (60)    (122)  (161)    (7)
  (Increase) decrease in long-term notes
   and other receivables (net)............    332    228       --    138    199
  Take-or-pay (refunds to customers)
   recoupments, net.......................     36     26      (34)     2     25
  Other...................................    (68)   (81)     (20)   (43)   (16)
                                            -----  -----  -------  -----  -----
Net cash provided (used) by operating
 activities...............................    765   (278)     209   (185)   174
                                            -----  -----  -------  -----  -----
INVESTING ACTIVITIES
Net proceeds from sale of assets..........     17     68      114    278     13
Expenditures for plant, property and
 equipment................................   (337)  (345)    (171)  (164)  (113)
Acquisitions of businesses................   (241)    --       --     --   (225)
Investments and other.....................     24     48       22      3     59
                                            -----  -----  -------  -----  -----
Net cash provided (used) by investing
 activities...............................   (537)  (229)     (35)   117   (266)
                                            -----  -----  -------  -----  -----
FINANCING ACTIVITIES
Issuance of Tenneco Inc. common, treasury
 and SECT shares..........................    102    188    1,215     46     39
Purchase of Tenneco Inc. common stock.....   (655)   (26)      (7)  (122)  (450)
Redemption of Tenneco Inc. preferred
 stock....................................    (20)   (20)     (30)   (20)   (20)
Dividends (Tenneco Inc. common and
 preferred stock).........................   (286)  (318)    (307)  (158)  (146)
Redemption of equity securities by a
 subsidiary...............................     --   (160)      --     --     --
Net increase (decrease) in short-term debt
 excluding current maturities on long-term
 debt.....................................    415    (97)      19    164     34
Issuance of long-term debt................    594     --       --     --     --
Retirement of long-term debt..............   (497)  (508)  (1,335)  (292)  (180)
Net cash contributions from affiliates....    320  1,367      396    301    786
                                            -----  -----  -------  -----  -----
Net cash provided (used) by financing
 activities...............................    (27)   426      (49)   (81)    63
                                            -----  -----  -------  -----  -----
Increase (decrease) in cash and temporary
 cash investments.........................    201    (81)     125   (149)   (29)
Cash and temporary cash investments, at
 beginning of period......................     48    129        4    249     48
                                            -----  -----  -------  -----  -----
Cash and temporary cash investments, at
 end of period............................  $ 249  $  48  $   129  $ 100  $  19
                                            =====  =====  =======  =====  =====
Cash paid during the year for interest....  $ 420  $ 349  $   498  $ 220  $ 210
Cash paid during the year for income taxes
 (net of refunds and tax payments from
 affiliates)..............................  $(123) $(129) $    14  $ 516  $  56
</TABLE>
 
Note: Cash and temporary cash investments include highly liquid investments
      with a maturity of three months or less at the date of purchase.
 
 The accompanying notes to combined financial statements are an integral partof
                    these combined statements of cash flows.
 
                                      F-5
<PAGE>
 
                        THE BUSINESSES OF TENNECO ENERGY
 
                    STATEMENTS OF CHANGES IN COMBINED EQUITY
 
<TABLE>
<CAPTION>
(MILLIONS)
----------
<S>                                                                    <C>
Balance, December 31, 1992............................................ $(1,503)
  Net income..........................................................     163
  Cash paid for interest allocated to affiliates, net of tax..........     (81)
  Change in corporate debt allocated to affiliates....................    (905)
  Cash contributions from (distributions to) affiliates, net..........     396
  Noncash contributions from (distributions to) affiliates, net.......     360
  Contributions from (distributions to) shareowners, net..............     918
                                                                       -------
Balance, December 31, 1993............................................    (652)
  Net income..........................................................     153
  Cash paid for interest allocated to affiliates, net of tax..........     (78)
  Change in corporate debt allocated to affiliates....................    (135)
  Cash contributions from (distributions to) affiliates, net..........   1,367
  Noncash contributions from (distributions to) affiliates, net.......     (98)
  Contributions from (distributions to) shareowners, net..............    (175)
                                                                       -------
Balance, December 31, 1994............................................     382
  Net income..........................................................     157
  Cash paid for interest allocated to affiliates, net of tax..........    (117)
  Change in corporate debt allocated to affiliates....................     930
  Cash contributions from (distributions to) affiliates, net..........     320
  Noncash contributions from (distributions to) affiliates, net.......    (235)
  Contributions from (distributions to) shareowners, net..............    (750)
                                                                       -------
Balance, December 31, 1995............................................     687
  Net income..........................................................     103
  Cash paid for interest allocated to affiliates, net of tax..........     (75)
  Change in corporate debt allocated to affiliates....................     111
  Cash contributions from (distributions to) affiliates, net..........     301
  Noncash contributions from (distributions to) affiliates, net.......     140
  Contributions from (distributions to) shareowners, net..............    (213)
                                                                       -------
Balance, June 30, 1996 (unaudited).................................... $ 1,054
                                                                       =======
</TABLE>
 
 The accompanying notes to combined financial statements are an integral partof
                these statements of changes in combined equity.
 
                                      F-6
<PAGE>
 
                       THE BUSINESSES OF TENNECO ENERGY
 
                    NOTES TO COMBINED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
 
 Basis of Presentation
 
  The accompanying combined financial statements represent the financial
position, results of operations and cash flows of all energy businesses and
operations owned directly or indirectly by Tenneco Inc. ("Tenneco") and its
subsidiaries, and other existing and discontinued operations of Tenneco and
its subsidiaries other than those relating to Tenneco's automotive, packaging,
administrative services and shipbuilding businesses. The combination of these
energy businesses and operations and such other existing and discontinued
operations of Tenneco, together with Tenneco (which will remain the parent
company of such businesses and operations after the Distributions and Merger
described in Note 2 below) are collectively referred to herein as "Tenneco
Energy" or the "Company".
 
  Investments in 20% to 50% owned companies where Tenneco Energy has the
ability to exert significant influence over operating and financial policies
are carried at cost plus equity in undistributed earnings since date of
acquisition. Reference is made to Note 11, "Investment in Affiliated
Companies," for information concerning significant equity method investees.
All significant transactions and balances among combined businesses have been
eliminated.
 
 Description of Business
 
  Tenneco Energy is engaged primarily in the interstate transportation of
natural gas. The Company is also engaged in related businesses that are not
generally subject to regulation by the Federal Energy Regulatory Commission
("FERC"). The principal activities of these businesses include the intrastate
transportation and marketing of natural gas, the development of and
participation in international natural gas pipelines, primarily in Australia,
the participation in international and domestic gas-fired power generation
projects and the development of natural gas production and production
financing programs, primarily in the United States. Tenneco Energy, through
its combined subsidiary Tenneco Credit Corporation ("TCC"), is also engaged in
financing, on a nonrecourse basis, receivables of certain current and former
operating divisions of Tenneco.
 
2. MERGER AND DISTRIBUTIONS
 
  On June 19, 1996, Tenneco and El Paso Natural Gas Company ("El Paso")
entered into a merger agreement pursuant to which a subsidiary of El Paso will
be merged with and into Tenneco (the "Merger") which, immediately following
the distributions discussed below, will consist only of the energy businesses
and operations and the other existing and discontinued operations of Tenneco.
The Merger is part of a larger Tenneco transaction (the "Transaction"), which
includes the distribution of all of the outstanding shares of common stock of
New Tenneco Inc., a newly formed subsidiary of Tenneco which, after giving
effect to certain corporate restructuring transactions, will hold the assets,
liabilities and operations of Tenneco's current automotive and packaging
businesses and its administrative services business ("New Tenneco"), and
Newport News Shipbuilding Inc., a subsidiary of Tenneco that was formerly
named Tenneco InterAmerica Inc. and that will hold all of the assets,
liabilities and operations of Tenneco's current shipbuilding business
("Newport News"), to the holders of Tenneco common stock (collectively, the
"Distributions"). Upon completion of the Transaction, holders of Tenneco
common stock will receive equity securities in New Tenneco, Newport News and
El Paso.
 
  Prior to the Transaction Tenneco intends to initiate a realignment of its
existing indebtedness. As part of the debt realignment, certain New Tenneco
debt will be offered in exchange for certain issues of Tenneco debt. Tenneco
will initiate tender offers for other Tenneco debt, and certain debt issues
may be defeased. These tender offers and defeasances will be financed by a
combination of new lines of credit of the Company, New Tenneco (which will
declare and pay a dividend to Tenneco) and Newport News
 
                                      F-7
<PAGE>
 
                       THE BUSINESSES OF TENNECO ENERGY
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

(which will declare and pay a dividend of $600 million of its borrowings to
Tenneco). Upon completion of the debt realignment, Tenneco will have
responsibility for $2.65 billion of debt and preferred stock, subject to
certain adjustments, Newport News will have responsibility for the borrowings
under its credit lines and New Tenneco will have responsibility for the
remaining debt.
 
  The Transaction is subject to certain conditions, including receipt of a
favorable ruling from the Internal Revenue Service to the effect that the
Distributions and certain internal spin-off transactions will be tax-free for
federal income tax purposes and approval by Tenneco's shareowners.
 
  In order to assist in the orderly transition of New Tenneco and Newport News
into separate, publicly held companies, Tenneco intends to modify, amend or
enter into certain contractual agreements with New Tenneco and Newport News,
including a tax sharing agreement (see "Income taxes" in Note 3), an employee
benefits agreement, an insurance agreement, an administrative services
agreement and other ancillary agreements. These agreements will provide, among
other things, that: (i) New Tenneco will become the sole sponsor of the
Tenneco Inc. Retirement Plan, the Tenneco Inc. Thrift Plan, and various
Tenneco Inc. welfare plans; (ii) New Tenneco and Newport News will retain
specific insurance policies relating to their businesses and will continue to
have rights and obligations under certain parent-company level insurance
policies of Tenneco; and (iii) at the election of Tenneco pursuant to El
Paso's request, New Tenneco will provide certain services, such as mainframe
data processing and product purchasing services, to the Company for a limited
period of time following the Distributions.
 
3. SUMMARY OF ACCOUNTING POLICIES
 
 Use of Estimates
 
  The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions in determining the reported amounts of the Company's assets,
liabilities, revenues and expenses. Reference is made to the "Revenue
Recognition" and "Income Taxes" sections of this footnote and Notes 9, 13, 14
and 15 for additional information on significant estimates included in the
Company's combined financial statements.
 
 Unaudited Interim Information
 
  The unaudited interim combined financial statements as of June 30, 1996 and
for each of the six month periods ended June 30, 1996 and 1995, included
herein, have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of the Company's
management, the unaudited interim combined financial statements contain all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation. The interim financial results may not be indicative
of operating results for an entire year.
 
 Notes Receivable and Allowance for Doubtful Accounts and Notes
 
  Short-term notes receivable of $302 million and $305 million were
outstanding at December 31, 1995 and 1994, respectively, of which $216 million
and $284 million, respectively, related to TCC. These notes receivable are
presented net of unearned finance charges of $26 million and $43 million at
December 31, 1995 and 1994, respectively, which related to TCC. At December
31, 1995 and 1994, unearned finance charges related to long-term notes and
other receivables were $23 million and $66 million, respectively, which
related to TCC.
 
   At December 31, 1995 and 1994, the allowance for doubtful accounts and
notes receivable was $49 million and $21 million, respectively.
 
                                      F-8
<PAGE>
 
                       THE BUSINESSES OF TENNECO ENERGY
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
 Inventory
 
  Inventories, consisting of materials and supplies are valued at the lower of
average cost or market.
 
 Property, Plant and Equipment, at Cost
 
  The majority of the Company's property, plant and equipment consists of its
investment in interstate and intrastate pipeline systems. At December 31, 1995
and 1994, $223 million and $160 million, respectively, of the Company's
property, plant and equipment balance is construction work in progress.
Additionally, the Company has recorded capitalized interest and an allowance
for equity funds used during construction in the cost of property, plant and
equipment. Pursuant to a FERC order, Tennessee, a combined subsidiary of the
Company ("Tennessee") recorded all natural gas in storage as a fixed asset. As
of December 31, 1995 and 1994, the balance of Tennessee's natural gas in
storage included in property, plant and equipment was $96 million.
 
 Depreciation, Depletion and Amortization
 
  Depreciation of the Company's regulated transmission plants are provided
using the composite method over the estimated useful lives of the depreciable
facilities. The rates for depreciation range from 2% to 5%. Costs of
properties that are not operating units, as defined by the FERC, which are
retired, sold or abandoned by the regulated subsidiaries are credited or
charged, net of salvage, to accumulated depreciation. Gains or losses on sales
of operating units are credited or charged to income.
 
  Depreciation of the Company's nonregulated properties is provided using the
straight line or composite method which, in the opinion of management, is
adequate to allocate the cost of properties over their estimated useful lives.
 
 Goodwill
 
  Goodwill is being amortized over a 15-year period using the straight-line
method. Such amortization amounted to $1.8 million for 1995, 1994 and 1993 and
is included in "Other income, net" in the accompanying combined statements of
income. Accumulated amortization of goodwill was $5.4 million and $3.6 million
at December 31, 1995 and 1994, respectively.
 
 Environmental Liabilities
 
  Expenditures for ongoing compliance with environmental regulations that
relate to current operations are expensed or capitalized as appropriate.
Expenditures that relate to an existing condition caused by past operations,
and which do not contribute to current or future revenue generation, are
expensed. Liabilities are recorded when environmental assessments indicate
that remedial efforts are probable and the costs can be reasonably estimated.
Estimates of the liability are based upon currently available facts, existing
technology and presently enacted laws and regulations taking into
consideration the likely effects of inflation and other societal and economic
factors. All available evidence is considered including prior experience in
remediation of contaminated sites, other companies clean-up experience and
data released by the United States Environmental Protection Agency or other
organizations. These estimated liabilities are subject to revision in future
periods based on actual costs or new circumstances. These liabilities are
included in the combined balance sheets at their undiscounted amounts.
Recoveries are evaluated separately from the liability and, when recovery is
assured, are recorded and reported separately from the associated liability in
the combined financial statements. Reference is made to Note 15, "Commitments
and Contingencies--Environmental Matters" for further information on this
subject.
 
                                      F-9
<PAGE>
 
                       THE BUSINESSES OF TENNECO ENERGY
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
 Revenue Recognition
 
  The regulated subsidiaries of the Company are subject to FERC regulations
and, accordingly, revenues are collected subject to possible refunds pending
final FERC orders. The regulated subsidiaries record rate refund accruals
based on management's estimate of the expected income impact of the rate
proceedings. The Company has recorded revenue reservations of $27 million and
$190 million as of December 31, 1995 and 1994, respectively. The Company
believes the estimate for revenues subject to refund is adequate.
 
 Other Income
 
  Gains or losses on the sale by a subsidiary of its stock are included in
"Other Income, net" in the accompanying combined statements of income.
 
 Income Taxes
 
  The Company utilizes the liability method of accounting for income taxes
whereby it recognizes deferred tax assets and liabilities for the future tax
consequences of temporary differences between the tax basis of assets and
liabilities and their reported amounts in the combined financial statements.
Deferred tax assets are reduced by a valuation allowance when, based upon
management's estimates, it is more likely than not that a portion of the
deferred tax assets will not be realized in a future period. The estimates
utilized in the recognition of deferred tax assets are subject to revision in
future periods based on new facts or circumstances.
 
  Tenneco, together with certain of its subsidiaries which are owned 80% or
more (including Tenneco Energy), have entered into an agreement to file a
consolidated U.S. federal income tax return. Such agreement provides, among
other things, that (i) each company in a taxable income position will be
currently charged with an amount equivalent to its federal income tax computed
on a separate return basis, and (ii) each company in a tax loss position will
be reimbursed currently to the extent its deductions, including general
business credits, are utilized in the consolidated return. The income tax
amounts reflected in the combined financial statements of Tenneco Energy under
the provisions of the tax sharing arrangement are not materially different
from the income taxes which would have been provided had Tenneco Energy filed
a separate tax return. Under the tax sharing agreement, Tenneco pays all
federal taxes directly and bills or refunds, as applicable, its subsidiaries,
including those comprising Tenneco Energy, for the applicable portion of the
total tax payments.
 
  In connection with the Distributions, the current tax sharing agreement will
be cancelled and the Company will enter into a tax sharing agreement with
Newport News, New Tenneco and El Paso. The tax sharing agreement will provide,
among other things, for the allocation of taxes among the parties of tax
liabilities arising prior to, as a result of, and subsequent to the
Distributions. Generally, Tenneco will be liable for taxes imposed on Tenneco
Energy. Federal income taxes imposed with respect to periods prior to the
consummation of the Distributions on the combined activities of Tenneco and
other members of its consolidated group prior to giving effect to the
Distributions will be allocated among the Company, New Tenneco and Newport
News according to their respective share of consolidated taxable income.
 
 Changes in Accounting Principles
 
  In June 1996, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("FAS") No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities," which
establishes new accounting and reporting standards for transfers and servicing
of financial assets and extinguishments of liabilities. The statement is
effective for transactions occurring after December 31, 1996. The impact of
the new standard has not been determined.
 
  Effective January 1, 1996, the Company adopted FAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of". FAS No. 121 establishes new accounting standards
 
                                     F-10
<PAGE>
 
                       THE BUSINESSES OF TENNECO ENERGY
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
for measuring the impairment of long-lived assets. The adoption of this new
standard had no material impact on the Company's combined financial position
or results of operations.
 
  Effective January 1, 1994, the Company adopted FAS No. 112, "Employers'
Accounting for Postemployment Benefits." This new accounting rule requires
employers to account for postemployment benefits for former or inactive
employees, after employment but before retirement, on the accrual basis rather
than the "pay-as-you-go" basis. The adoption of this new standard had no
material impact on the Company's combined financial position or results of
operations.
 
 Risk Management Activities
 
  The Company is currently a party to financial instruments and commodity
contracts to hedge its exposure to changes in interest rates and natural gas
prices. These financial instruments and commodity contracts are accounted for
on the accrual basis with gains and losses being recognized based on the type
of contract and exposure being hedged. The amounts paid or received under
interest rate swap agreements are recognized, on the accrual basis, as an
adjustment to interest expense. Net gains and losses on energy commodity
contracts and financial instruments are deferred and recognized when the
hedged transaction is consummated. In the combined statements of cash flows,
cash receipts or payments related to these financial instruments and commodity
contracts are classified consistent with the cash flows from the transactions
being hedged.
 
4. ACQUISITIONS
 
  During 1995, the Company acquired the natural gas pipeline assets of the
Pipeline Authority of South Australia, which includes a 488-mile pipeline, for
approximately $225 million. Also during 1995, the Company acquired a 50%
interest in two gas-fired cogeneration plants from ARK Energy, a privately-
owned power generation company, for approximately $65 million in cash and
Tenneco common stock. Each of the acquisitions was accounted for as a
purchase. If these assets and investments had been acquired January 1, 1995,
net income would not have been significantly different from the reported
amount.
 
5. DISPOSITION OF ASSETS AND EXTRAORDINARY LOSS
 
 Disposition of Assets
 
  During the first six months of 1996, the Company sold its 13.2% interest in
Iroquois Gas Transmission System, L.P., its 50% interest in Dauphin Island
Gathering System, an investment in stock and certain other assets, resulting
in a pre-tax gain of $42 million.
 
  In December 1995, the Company sold its 50% interest in Kern River Gas
Transmission Company ("Kern River") for a pre-tax gain of $30 million. Kern
River owns a 904-mile pipeline extending from Wyoming to California. Also in
1995, the Company sold certain other facilities and assets for a combined pre-
tax loss of $19 million.
 
  In 1994, Tenneco Energy Resources Corporation, a combined subsidiary which
operates the Company's nonregulated gas marketing and intrastate pipeline
businesses, issued 50 shares of its common stock, diluting Tenneco's ownership
in this subsidiary to 80% and resulting in a gain of $23 million. No taxes
were provided on the gain because management expects that the recorded
investment will be recovered in a tax-free manner.
 
  During 1993, the Company disposed of two wholly-owned companies, Viking Gas
Transmission Company and Dean Pipeline Company, and investments in stock and
certain other assets for a total pre-tax gain of $62 million.
 
                                     F-11
<PAGE>
 
                       THE BUSINESSES OF TENNECO ENERGY
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
 Extraordinary Loss
 
  In April 1993, Tenneco issued 23.5 million shares of its common stock for
approximately $1.1 billion. The proceeds were used to retire $327 million of
short-term debt, $688 million of long-term debt and $14 million of variable-
rate preferred stock. In November 1993, Tenneco retired DM250 million bonds.
The redemption premium related to the retirement of long-term debt resulting
from these two transactions ($25 million, net of income tax benefits of $13
million) was recorded as an extraordinary loss.
 
6. TRANSACTIONS WITH AFFILIATES
 
 Combined Equity
 
  The "Combined equity" caption in the accompanying combined financial
statements represents Tenneco's cumulative investment in the combined
businesses of Tenneco Energy. Changes in the "Combined equity" caption
represent the net income of the Company, cash paid for interest allocated to
affiliates, net of tax, changes in corporate debt allocated to affiliates, net
cash and noncash contributions from (distributions to) affiliates and net
contributions from (distributions to) shareowners. Reference is made to the
Statements of Changes in Combined Equity for an analysis of activity in the
"Combined equity" caption for each of the three years ended December 31, 1995
and for the six months ended June 30, 1996.
 
 General and Administrative Expenses
 
  Included in the total general and administrative expenses for 1995, 1994 and
1993, is $16 million, $13 million, and $17 million, respectively, which
represents Tenneco Energy's share of Tenneco's corporate general and
administrative costs for legal, financial, communication and other
administrative services. Tenneco's corporate general and administrative
expenses are allocated based on the estimated level of effort devoted to
Tenneco's various operations and relative size based on revenues, gross
property and payroll. The Company's management believes the method for
allocating corporate general and administrative expenses is reasonable. Total
general and administrative expenses reflected in the accompanying combined
statements of income are reasonable when compared with the total general and
administrative costs Tenneco Energy would have incurred on a stand-alone
basis.
 
 Corporate Debt and Interest Allocations
 
  Tenneco's historical practice has been to incur indebtedness for its
consolidated group at the parent company level or at a limited number of
subsidiaries, rather than at the operating company level, and to centrally
manage various cash functions. Consequently, corporate debt of Tenneco and its
related interest expense have been allocated to New Tenneco and Newport News
based upon the portion of Tenneco's investment in New Tenneco and Newport News
which is deemed to be debt, generally based upon the ratio of New Tenneco's
and Newport News' net assets to Tenneco consolidated net assets plus debt.
Interest expense was allocated at a rate equivalent to the weighted-average
cost of all corporate debt, which was 7.7%, 8.3% and 7.4% for 1995, 1994 and
1993, respectively. Total pre-tax interest expense allocated to New Tenneco
and Newport News in 1995, 1994 and 1993 was $180 million, $120 million and
$124 million, respectively. New Tenneco and Newport News have also been
allocated tax benefits totaling approximately 35% of the allocated pre-tax
interest expense. Although interest expense, and the related tax effects, have
been allocated to New Tenneco and Newport News for financial reporting on a
historical basis, New Tenneco and Newport News have not been billed for these
amounts. The changes in allocated corporate debt and the after-tax allocated
interest expense have been included as a component of the Company's combined
equity. Although, management believes that the historical allocation of
corporate debt and interest expense is reasonable, it is not necessarily
indicative of the Company's debt upon completion of the Debt Realignment.
 
                                     F-12
<PAGE>
 
                       THE BUSINESSES OF TENNECO ENERGY
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
 Notes and Advances Payable with Affiliates
 
  "Cash contributions from (distributions to) affiliates" in the Statements of
Changes in Combined Equity consist of net cash changes in notes and advances
payable between the Company and New Tenneco and Newport News which have been
included in combined equity. Historically, Tenneco has utilized notes and
advances to centrally manage cash funding requirements for its consolidated
group.
 
  At December 31, 1995 and 1994, the Company had an interest bearing note
payable to New Tenneco totaling $494 million and $310 million, respectively,
which is due on demand and is included as a component of the Company's
combined equity. At December 31, 1995 and 1994, the Company had a non-interest
bearing note payable to Newport News totalling $965 million and $991 million,
respectively, which is due on demand and is included as a component of the
Company's combined equity.
 
 Accounts Receivable and Accounts Payable--Affiliated Companies
 
  The "Payables--Affiliated companies" balance primarily includes billings for
general and administrative costs incurred by New Tenneco and charged to
Tenneco Energy. The "Receivables--Affiliated companies" balance primarily
relates to billings for U.S. income taxes incurred by Tenneco and charged to
New Tenneco and Newport News. Affiliated accounts receivable and accounts
payable between the Company and New Tenneco and Newport News will be settled,
capitalized or converted into ordinary trade accounts, as applicable, as part
of the Distributions.
 
 Employee Benefits
 
  Certain employees of the Company participate in Tenneco's employee stock
ownership and employee stock purchase plans. The Tenneco employee stock
ownership plan provides for the grant of Tenneco common stock options and
other stock awards at a price not greater than market value at the date of
grant. The Tenneco employee stock purchase plan allows employees to purchase
Tenneco common stock at a 15% discount subject to certain thresholds. Certain
employees of New Tenneco and Newport News also participate in Tenneco's
employee stock ownership and employee stock purchase plans. The cost of stock
issued to these employees is billed to New Tenneco and Newport News. In
connection with the Distributions, outstanding options on Tenneco common stock
held by the Company's employees will be vested so that they become fully
exercisable prior to the Merger. If not exercised prior to the Merger, such
options will be cancelled upon consummation of the Merger. Outstanding options
on Tenneco common stock held by New Tenneco and Newport News employees will be
converted into new options of New Tenneco and Newport News, as applicable, so
as to preserve the aggregate value of the options held prior to the
Distributions.
 
  Employees of the Company also participate in certain Tenneco postretirement
and pension plans. Reference is made to Notes 13 and 14 for a further
discussion of the plans.
 
 Sales of Receivables
 
  TCC purchased $513 million and $384 million of trade receivables from New
Tenneco at December 31, 1995 and 1994, respectively. TCC sells these trade
receivables to a third party in the ordinary course of business.
 
                                     F-13
<PAGE>
 
                       THE BUSINESSES OF TENNECO ENERGY
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
7. LONG-TERM DEBT, SHORT-TERM DEBT AND FINANCING ARRANGEMENTS
 
 Long-Term Corporate Debt
 
  A summary of long-term corporate debt obligations of the Company at December
31, 1995 and 1994, is set forth in the following table:
 
<TABLE>
<CAPTION>
(MILLIONS)                                                         1995   1994
----------                                                        ------ ------
<S>                                                               <C>    <C>
Tenneco Inc.--
  Debentures due 1998 through 2025, average effective interest
   rate 8.7% in 1995 and 9.7% in 1994 (net of $2 million in 1995
   and 1994 of unamortized discount)............................. $  698 $  398
  Notes due 1996 through 2005, average effective interest rate
   8.8% in 1995 and 9.2% in 1994 (net of $5 million in 1995 and
   $4 million in 1994 of unamortized discount)...................  1,962  1,681
Tennessee--
  Debentures due 2011, effective interest rate 15.1% in 1995 and
   1994 (net of $216 million in 1995 and $219 million in 1994 of
   unamortized discount).........................................    184    181
  Notes due 1996 through 1997, average effective interest rate
   9.7% in 1995 and 10.1% in 1994 (net of $5 million in 1995 and
   $8 million in 1994 of unamortized discount)...................    573    808
Tenneco Credit Corporation--
  Senior notes due 1996 through 2001, average effective interest
   rate 9.7% in 1995 and 9.6% in 1994 (net of $1 million in 1995
   and $2 million in 1994 of unamortized discount)...............    549    749
  Medium-term notes due 1996 through 2002, average interest rate
   9.0% in 1995 and 9.4% in 1994.................................     38     73
  Subordinated notes due 1998 through 2001, average interest rate
   9.9% in 1995 and 1994.........................................     92     92
Other subsidiaries--
  Notes due 1996 through 2014, average effective interest rate
   8.6% in 1995 and 8.0% in 1994 (net of $14 million in 1995 and
   $15 million in 1994 of unamortized discount)..................      8      4
                                                                  ------ ------
                                                                   4,104  3,986
Less--Current maturities.........................................    414    485
                                                                  ------ ------
    Total long-term corporate debt............................... $3,690 $3,501
                                                                  ====== ======
</TABLE>
 
  The aggregate maturities and sinking fund requirements applicable to the
issues outstanding at December 31, 1995, are $414 million, $513 million, $838
million, $250 million and $175 million for 1996, 1997, 1998, 1999 and 2000,
respectively.
 
 Long-Term Corporate Debt Allocation
 
<TABLE>
<CAPTION>
(MILLIONS)                                                       1995     1994
----------                                                     -------- --------
<S>                                                            <C>      <C>
Total long-term corporate debt................................ $  3,690 $  3,501
Less: Long-term corporate debt allocated to New Tenneco and
 Newport News.................................................  (1,879)  (1,259)
                                                               -------- --------
  Total long-term corporate debt, net of allocation to New
   Tenneco and Newport News................................... $  1,811 $  2,242
                                                               ======== ========
</TABLE>
--------
Note: Reference is made to Note 6 for information concerning debt allocated to
      New Tenneco and Newport News.
 
                                     F-14
<PAGE>
 
                       THE BUSINESSES OF TENNECO ENERGY
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
 Short-Term Corporate Debt
 
  The Company uses commercial paper, lines of credit and overnight borrowings
to finance its short-term capital requirements. Information regarding short-
term debt for the years ended December 31, 1995 and 1994 follows:
 
<TABLE>
<CAPTION>
                                            1995                  1994
                                    --------------------- ---------------------
                                     TENNECO               TENNECO
                                    COMMERCIAL   CREDIT   COMMERCIAL   CREDIT
(MILLIONS)                            PAPER    AGREEMENTS   PAPER    AGREEMENTS
----------                          ---------- ---------- ---------- ----------
<S>                                 <C>        <C>        <C>        <C>
Outstanding borrowings at end of
 year..............................    $346       $ 85       $ --       $ 17
Weighted average interest rate on
 outstanding borrowings at end of
 year..............................     6.2%       7.2%        --       10.7%
Approximate maximum month-end
 outstanding borrowings during
 year..............................    $615       $467       $362       $133
Approximate average month-end
 outstanding borrowings during
 year..............................    $109       $104       $164       $ 51
</TABLE>
--------
Note:Includes borrowings under both committed credit facilities and
     uncommitted lines of credit and similar arrangements.
 
  Tenneco had other short-term borrowings outstanding of $24 million at
December 31, 1995, and none at December 31, 1994.
 
 Short-Term Corporate Debt Allocation
 
<TABLE>
<CAPTION>
                                                                   1995   1994
                                                                   -----  -----
<S>                                                                <C>    <C>
Current maturities on long-term corporate debt.................... $ 414  $ 485
Commercial paper..................................................   346     --
Credit agreements.................................................    85     17
Other.............................................................    24     --
                                                                   -----  -----
  Total short-term corporate debt (including current maturities on
   long-term corporate debt)......................................   869    502
  Less: Short-term corporate debt allocated to New Tenneco and
   Newport News...................................................  (413)  (103)
                                                                   -----  -----
    Total short-term corporate debt, net of allocation to New
     Tenneco and Newport News..................................... $ 456   $399
                                                                   =====  =====
</TABLE>
--------
Note:Reference is made to Note 6 for information concerning corporate debt
     allocated to New Tenneco and Newport News.
 
 Financing Arrangements
 
  As of December 31, 1995, Tenneco had arranged committed credit facilities of
approximately $2.5 billion:
 
<TABLE>
<CAPTION>
                                           COMMITTED CREDIT FACILITIES(A)
                                      ------------------------------------------
(MILLIONS)                              TERM    COMMITMENTS  UTILIZED  AVAILABLE
----------                            --------- -----------  --------  ---------
<S>                                   <C>       <C>          <C>       <C>
Tenneco credit agreements............ 1996-1999   $2,400(b)    $346(c)  $2,054
Other credit agreements..............  various        79         35         44
                                                  ------       ----     ------
                                                  $2,479       $381     $2,098
                                                  ======       ====     ======
</TABLE>
--------
Notes:(a) These facilities generally require the payment of commitment fees on
      the unused portion of the total commitment and facility fees on the
      total commitment.
(b) In 1996, $400 million of these agreements expire; the remainder are
      committed through 1999. Of the total committed long-term credit
      facilities, $400 million are available to both Tenneco and TCC.
(c) Tenneco's committed long-term credit facilities support its commercial
      paper borrowings; consequently, the amount available under the committed
      long-term credit facilities is reduced by outstanding commercial paper
      borrowings.
 
                                     F-15
<PAGE>
 
                       THE BUSINESSES OF TENNECO ENERGY
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
8. FINANCIAL INSTRUMENTS
 
  The carrying and estimated fair values of the Company's financial
instruments by class at December 31, 1995 and 1994, were as follows:
 
<TABLE>
<CAPTION>
                                                   1995             1994
                                              ---------------  ---------------
(MILLIONS)                                    CARRYING  FAIR   CARRYING  FAIR
ASSETS (LIABILITIES)                           AMOUNT  VALUE    AMOUNT  VALUE
--------------------                          -------- ------  -------- ------
<S>                                           <C>      <C>     <C>      <C>
Asset and Liability Instruments
  Cash and temporary cash investments........  $  249  $  249   $   48  $   48
  Receivables (customer and long-term).......     860     860    1,644   1,644
  Accounts payable (trade)...................    (365)   (365)    (324)   (324)
  Short-term debt (excluding current
   maturities) (Note)........................    (455)   (455)     (17)    (17)
  Long-term debt (including current
   maturities) (Note)........................  (4,104) (4,692)  (3,986) (4,206)
Instruments With Off-Balance-Sheet Risk
  Derivative
    Interest rate swaps:
      In a net receivable position...........      --      10       --      --
      In a net payable position..............      --     (22)      --     (30)
    Natural gas swaps, futures and options...      --       3       --      (5)
  Non-derivative
    Financial guarantees.....................      --     (14)      --     (14)
</TABLE>
--------
Note: The carrying amounts and estimated fair values of short-term debt and
      long-term debt are before allocation of corporate debt to New Tenneco
      and Newport News. Reference is made to Note 6 for information concerning
      corporate debt allocated to New Tenneco and Newport News.
 
 Asset and Liability Instruments
 
  The fair value of cash and temporary cash investments, receivables, accounts
payable, and short-term debt in the above table was considered to be the same
as or was determined not to be materially different from the carrying amount.
At December 31, 1995 and 1994, respectively, Tenneco Energy's aggregate
customer and long-term receivable balance was concentrated by industry as
follows: energy industry 22% and 21%; automotive parts industry 9% and 11%;
packaging industry 8% and 13%; and farm and construction equipment industry
52% and 47%; all other amounts were not significant. Receivables in the
automotive parts, packaging and farm and construction equipment industries
result from TCC's financing receivables of current and former operating
divisions of Tenneco. TCC sells these trade receivables to a third party in
the ordinary course of business.
 
  Long-term debt--The fair value of fixed-rate long-term debt was based on the
market value of debt with similar maturities and interest rates; the carrying
amount of floating-rate debt was assumed to approximate its fair value.
 
 Instruments With Off-Balance-Sheet Risk
 
 Derivative
 
  Interest Rate Swaps--The fair value of interest rate swaps was based on the
cost that would have been incurred to buy out those swaps in a loss position
and the consideration that would have been received to terminate those swaps
in a gain position. At December 31, 1995 and 1994, the Company was a party to
swaps with a notional value of $1.5 billion and $1.6 billion, respectively. At
December 31, 1995, $750 million were in a net receivable position and $795
million were in a net payable position. At December 31, 1994, the entire $1.6
billion was in a net payable position. Notional amounts associated with these
swaps do not represent future cash payment requirements. These contractual
amounts are only used as a base to measure amounts to be exchanged at
specified settlement dates.
 
                                     F-16
<PAGE>
 
                       THE BUSINESSES OF TENNECO ENERGY
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
  Consistent with its overall policy, the Company uses these instruments from
time to time only to hedge known, quantifiable risks arising from fluctuations
in interest rates. The counterparties to these interest rate swaps are major
international financial institutions. The risk associated with counterparty
default on interest rate swaps is measured as the cost of replacing, at the
prevailing market rates, those contracts in a gain position. In the event of
non-performance by the counterparties, the cost to replace outstanding
interest rate swaps at December 31, 1995 and 1994, would not have been
material.
 
  Price Risk Management--The Company uses exchange-traded futures and option
contracts and over-the-counter option and swap contracts to reduce its
exposure to fluctuations in the prices of natural gas. The fair value of these
contracts is based upon the estimated consideration that would be received to
terminate those contracts in a gain position and the estimated cost that would
be incurred to terminate those contracts in a loss position. As of December
31, 1995 and 1994, these contracts, maturing through 1997 and 1996,
respectively, had an absolute notional contract quantity of 321 Bcf and 187
Bcf, respectively. Since the contracts described above are designated as
hedges whose fair values correlate to price movements of natural gas, any
gains or losses on the contracts resulting from market changes will be offset
by losses or gains on the hedged transactions. The Company has off-balance
sheet risk of credit loss in the event of non-performance by counterparties to
all over-the-counter contracts. However, the Company does not anticipate non-
performance by the counterparties.
 
 Non-derivative
 
  Guarantees--At December 31, 1995 and 1994, the Company had guaranteed
payment and performance of approximately $14 million, primarily with respect
to letters of credit and other guarantees supporting various financing and
operating activities.
 
9. FEDERAL ENERGY REGULATORY COMMISSION REGULATORY MATTERS
 
 Restructuring Proceedings
 
  On April 8, 1992, the FERC issued Order 636 which restructured the natural
gas industry by requiring mandatory unbundling of pipeline sales and
transportation services. Numerous parties appealed, to the U.S. Court of
Appeals for the D.C. Circuit Court, the legality of Order 636 generally, as
well as the legality of specific provisions of Order 636. On July 16, 1996,
the U.S. Court of Appeals for the D.C. Circuit issued its decision upholding,
in large part, Order 636. The Court remanded to the FERC several issues for
further explanation, including further explanation of the FERC's decision to
allow pipelines to recover 100% of their gas supply realignment ("GSR") costs.
 
  Tennessee implemented revisions to its tariff, effective on September 1,
1993, which restructured its transportation, storage and sales services to
convert Tennessee from primarily a merchant to primarily a transporter of gas
as required by Order 636. As a result of this restructuring, Tennessee's gas
sales declined while certain obligations to producers under long-term gas
supply contracts continued, causing Tennessee to incur significant
restructuring transition costs. Pursuant to the provisions of Order 636
allowing for the recovery of transition costs related to the restructuring,
Tennessee has made filings to recover GSR costs resulting from remaining gas
purchase obligations, costs related to its Bastian Bay facilities, the
remaining unrecovered balance of purchased gas ("PGA") costs and the
"stranded" cost of Tennessee's continuing contractual obligation to pay for
capacity on other pipeline systems ("TBO costs").
 
  Tennessee's filings to recover costs related to its Bastian Bay facilities
have been rejected by the FERC based on the continued use of the gas
production from the field; however, the FERC recognized the ability of
Tennessee to file for the recovery of losses upon disposition of these assets.
Tennessee has filed for appellate review of the FERC actions and is confident
that the Bastian Bay costs will ultimately be recovered as transition costs
under Order 636; the FERC has not contested the ultimate recoverability of
these costs.
 
                                     F-17
<PAGE>
 
                       THE BUSINESSES OF TENNECO ENERGY
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
  The filings implementing Tennessee's recovery mechanisms for the following
transition costs were accepted by the FERC effective September 1, 1993;
recovery was made subject to refund pending FERC review and approval for
eligibility and prudence: 1) direct-billing of unrecovered PGA costs to its
former sales customers over a twelve-month period; 2) recovery of TBO costs,
which Tennessee is obligated to pay under existing contracts, through a
surcharge from firm transportation customers, adjusted annually; and 3) GSR
cost recovery of 90% of such costs over a period of up to 36 months from firm
transportation customers and recovery of 10% of such costs from interruptible
transportation customers over a period of up to 60 months.
 
  Following negotiations with its customers, Tennessee filed in July 1994 with
the FERC a Stipulation and Agreement (the "PGA Stipulation"), which provides
for the recovery of PGA costs of approximately $100 million and the recovery
of costs associated with the transfer of storage gas inventory to new storage
customers in Tennessee's restructuring proceeding. The PGA Stipulation
eliminates all challenges to the PGA costs, but establishes a cap on the
charges that may be imposed upon former sales customers. On November 15, 1994,
the FERC issued an order approving the PGA Stipulation and resolving all
outstanding issues. On April 5, 1995, the FERC issued its order on rehearing
affirming its initial approval of the PGA Stipulation. Tennessee implemented
the terms of the PGA Stipulation and made refunds in May 1995. The refunds had
no material effect on Tenneco Energy's reported net income. The orders
approving the PGA Stipulation have been appealed to the D.C. Circuit Court of
Appeals by certain customers. Tennessee believes the FERC orders approving the
PGA Stipulation will be upheld on appeal.
 
  Tennessee is recovering through a surcharge, subject to refund, TBO costs
formerly incurred to perform its sales function. The FERC subsequently issued
an order requiring Tennessee to refund certain costs from this surcharge and
refunds were made in May 1996. Tennessee is appealing this decision and
believes such appeal will likely be successful.
 
  With regard to Tennessee's GSR costs, Tennessee, along with three other
pipelines, executed four separate settlement agreements with Dakota
Gasification Company and the U.S. Department of Energy and initiated four
separate proceedings at the FERC seeking approval to implement the settlement
agreements. The settlement resolved litigation concerning purchases made by
Tennessee of synthetic gas produced from the Great Plains Coal Gasification
plant ("Great Plains"). The FERC previously ruled that the costs related to
the Great Plains project are eligible for recovery through GSR and other
special recovery mechanisms and that the costs are eligible for recovery for
the duration of the term of the original gas purchase agreements. On October
18, 1994, the FERC consolidated the four proceedings and set them for hearing
before an administrative law judge ("ALJ"). The hearing, which concluded in
July 1995, was limited to the issue of whether the settlement agreements are
prudent. The ALJ concluded, in his initial decision issued in December 1995,
that the settlement was imprudent. Tennessee has filed exceptions to this
initial decision and believes that this decision will not impair Tennessee's
recovery of the costs resulting from this contract. On July 17, 1996, the FERC
ordered oral arguments to be heard September 1996.
 
  Also related to Tennessee's GSR costs, on October 14, 1993, Tennessee was
sued in the State District Court of Ector County, Texas, by ICA Energy, Inc.
("ICA") and TransTexas Gas Corporation ("TransTexas"). In that suit, ICA and
TransTexas contended that Tennessee had an obligation to purchase gas
production which TransTexas thereafter attempted to add unilaterally to the
reserves originally dedicated to a 1979 gas contract. An amendment to the
pleading sought $1.5 billion from Tennessee for alleged damages caused by
Tennessee's refusal to purchase gas produced from the TransTexas leases
covering the new production and lands. In June 1996, Tennessee reached a
settlement with ICA and TransTexas for $125 million wherein ICA and TransTexas
agreed to terminate the contract, released Tennessee from liability under the
contract, and indemnified Tennessee against future claims, including royalty
owner claims.
 
                                     F-18
<PAGE>
 
                       THE BUSINESSES OF TENNECO ENERGY
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
  Tennessee has been engaged in other settlement and contract reformation
discussions with other holders of certain gas purchase contracts who have sued
Tennessee. On August 1, 1995, the Texas Supreme Court affirmed a ruling of the
Court of Appeals favorable to Tennessee in one of these matters and indicated
that it would remand the case to the trial court. On April 18, 1996, however,
the Texas Supreme Court withdrew its initial opinion and issued an opinion
reversing the Court of Appeals opinion on the matter which was favorable to
Tennessee. In June 1996, Tennessee filed a motion for rehearing with the Texas
Supreme Court which was denied in August 1996. The Supreme Court's April 1996
ruling explicitly preserves Tennessee's defenses based on bad faith conduct of
the producers. Nothing in the Supreme Court's decision affects Tennessee's
ability to seek recovery of its above-market costs of purchasing gas under the
contract from its customers as GSR costs in proceedings currently pending
before the FERC. In addition, Tennessee has initiated two lawsuits against the
holders of this gas purchase contract, seeking damages related to their
conduct in connection with that contract. Tennessee has accrued amounts which
it believes are appropriate to cover the resolution of the litigation
associated with its contract reformation efforts.
 
  As of June 30, 1996, and December 31, 1995, Tennessee has deferred GSR costs
yet to be recovered from its customers of approximately $551 million and $462
million, respectively, net of $380 million and $316 million, respectively,
previously recovered from its customers, subject to refund. A phased
proceeding is underway at the FERC with respect to the recovery of Tennessee's
GSR costs. Testimony has been completed in connection with Phase I of that
proceeding relating to the eligibility of GSR cost recovery; oral argument on
eligibility issues has been set by a FERC ALJ for late October 1996. Phase II
of the proceeding on the prudency of the costs to be recovered and on certain
contract specific eligibility issues has not yet been scheduled, but will
likely occur sometime after the ALJ's decision in Phase I is issued. The FERC
has generally encouraged pipelines to settle such issues through negotiations
with customers. Although the Order 636 transition cost recovery mechanism
provides for complete recovery by pipelines of eligible and prudently incurred
transition costs, certain customers have challenged the prudence and
eligibility of Tennessee's GSR costs and Tennessee has engaged in settlement
discussions with its customers concerning the amount of such costs in response
to the FERC statements acknowledging the desirability of such settlements.
 
  Given the uncertainty over the results of ongoing discussions between
Tennessee and its customers related to the recovery of GSR costs and the
uncertainty related to predicting the outcome of its gas purchase contract
reformation efforts and the associated litigation, the Company is unable to
predict the timing or the ultimate impact that the resolution of these issues
will have on its combined financial position or results of operations.
 
 Rate Proceedings
 
  On December 30, 1994, Tennessee filed for a general rate increase (the "1995
Rate Case"). On January 25, 1995, the FERC accepted the filing, suspended its
effectiveness for the maximum period of five months pursuant to normal
regulatory process, and set the matter for hearing. On July 1, 1995, Tennessee
began collecting rates, subject to refund, reflecting an $87 million increase
in Tennessee's annual revenue requirement. A Stipulation and Agreement was
filed with an ALJ in this proceeding on April 5, 1996. This Stipulation, which
is currently pending before the FERC, proposed to resolve the rates subject to
the 1995 Rate Case, including structural rate design and increased revenue
requirements, and Tennessee is reserving revenues it believes are adequate to
cover any refunds that may be required upon final settlement of this
proceeding.
 
                                     F-19
<PAGE>
 
                       THE BUSINESSES OF TENNECO ENERGY
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
10. INCOME TAXES
 
  Following is a comparative analysis of the components of combined income tax
expense (benefit) for the years 1995, 1994 and 1993:
 
<TABLE>
<CAPTION>
      (MILLIONS)                                              1995  1994  1993
      ----------                                              ----  ----  ----
      <S>                                                     <C>   <C>   <C>
      Current--
        U.S. ................................................ $(96) $25   $(11)
        State and local......................................   (3)  (4)    22
                                                              ----  ---   ----
                                                               (99)  21     11
                                                              ----  ---   ----
      Deferred--
        U.S..................................................   76   39     82
        State and local......................................   12   12     11
                                                              ----  ---   ----
                                                                88   51     93
                                                              ----  ---   ----
      Income tax expense (benefit)........................... $(11) $72   $104
                                                              ====  ===   ====
</TABLE>
 
  Following is a reconciliation of income taxes computed at the statutory U.S.
federal income tax rate (35% for all years presented) to the income tax
expense (benefit) reflected in the combined statements of income for the years
1995, 1994 and 1993:
 
<TABLE>
<CAPTION>
      (MILLIONS)                                               1995  1994  1993
      ----------                                               ----  ----  ----
      <S>                                                      <C>   <C>   <C>
      Tax expense computed at the statutory U.S. federal
       income tax rate........................................ $ 51  $79   $102
      Increases (reductions) in income tax expense resulting
       from:
        State and local taxes on income, net of U.S. federal
         income tax benefit...................................    6    5     21
        U.S. federal income tax rate change...................   --   --      4
        Permanent differences on sales of assets..............   12   --    (15)
        Realization of unrecognized deferred tax assets.......  (72)  --     --
        Other.................................................   (8) (12)    (8)
                                                               ----  ---   ----
      Income tax expense (benefit)............................ $(11) $72   $104
                                                               ====  ===   ====
</TABLE>
 
Current U.S. income tax expense (benefit) for the years ended December 31,
1995, 1994 and 1993, includes a reduction in tax benefits of $63 million, $42
million and $44 million, respectively, related to the allocation of corporate
interest expense to New Tenneco and Newport News. Reference is made to Note 6
for information concerning corporate debt allocated to New Tenneco and Newport
News from the Company.
 
                                     F-20
<PAGE>
 
                       THE BUSINESSES OF TENNECO ENERGY
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
  The components of the Company's net deferred tax liability at December 31,
1995 and 1994, were as follows:
 
<TABLE>
<CAPTION>
      (MILLIONS)                                                   1995   1994
      ----------                                                   ----  ------
      <S>                                                          <C>   <C>
      Deferred tax assets--
        U.S. capital loss carryforwards..........................  $163  $  267
        Postretirement benefits other than pensions..............   104     107
        GSR reserve..............................................   141      --
        Environmental reserve....................................    75      81
        Other....................................................    76     119
        Valuation allowance......................................  (117)   (293)
                                                                   ----  ------
        Net deferred tax asset...................................   442     281
                                                                   ----  ------
      Deferred tax liabilities--
        Tax over book depreciation...............................   440     437
        Asset related to GSR costs of operations regulated by the
         FERC....................................................   141      --
        Other regulatory assets..................................    67      56
        Debt related items.......................................    43      44
        Book versus tax gains and losses on asset disposals......    23     321
        Other....................................................   116     187
                                                                   ----  ------
        Total deferred tax liability.............................   830   1,045
                                                                   ----  ------
      Net deferred tax liability.................................  $388  $  764
                                                                   ====  ======
</TABLE>
 
  As reflected by the valuation allowance in the table above, the Company had
potential tax benefits of $117 million and $293 million at December 31, 1995
and 1994, respectively, which were not recognized in the combined statements
of income when generated. These benefits resulted primarily from U.S. capital
loss carryforwards which are available to reduce future capital gains. During
1995, the Company reduced its deferred tax asset valuation allowance due to
the recognition of U.S. capital loss carryforwards utilized to offset income
taxes payable on asset dispositions. During 1996, these capital loss
carryfowards were utilized to offset taxes on capital gain transactions.
 
11. INVESTMENT IN AFFILIATED COMPANIES
 
  The Company holds investments in various affiliates which are accounted for
on the equity method of accounting. The principal equity method investments
were the Company's 50% investment in Kern River, and joint venture interests
in power generation plants, interstate pipelines, gathering systems and
natural gas storage facilities.
 
  At December 31, 1995 and 1994, the Company's combined equity included equity
in undistributed earnings from equity method investments of $25 million and
$69 million, respectively. Dividends and distributions received from
affiliates accounted for on the equity method were $53 million, $48 million
and $42 million during 1995, 1994 and 1993, respectively.
 
                                     F-21
<PAGE>
 
                       THE BUSINESSES OF TENNECO ENERGY
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
  Summarized financial information of the Company's proportionate share of 50%
or less owned companies accounted for by the equity method of accounting as of
December 31, 1995, 1994 and 1993, and for the years then ended is as follows:
 
<TABLE>
<CAPTION>
      (MILLIONS)                                                 1995 1994 1993
      ----------                                                 ---- ---- ----
      <S>                                                        <C>  <C>  <C>
      Current assets............................................ $ 60 $ 47 $ 41
      Non-current assets........................................  543  901  829
      Short-term debt...........................................  122   19   17
      Other current liabilities.................................   24   61   37
      Long-term debt............................................  152  494  496
      Other non-current liabilities.............................   25   16   13
      Equity in net assets......................................  280  358  307
      Revenues and other income.................................  184  183  164
      Costs and expenses........................................  119  132  117
      Net income................................................   65   51   47
</TABLE>
--------
Note: Balance sheet amounts related to Kern River are not included in the
table above as of December 31, 1995, due to the Company's sale of its
investment in Kern River in December 1995. Reference is made to Note 5 for
information concerning the sale of Kern River.
 
12. PREFERRED STOCK
 
  At December 31, 1995, Tenneco had authorized 15,000,000 shares of preferred
stock. In addition, Tenneco has an authorized class of stock consisting of
50,000,000 shares of junior preferred stock, without par value, none of which
has been issued.
 
  The preferred stock issues outstanding at December 31, 1995, are as follows:
 
<TABLE>
<CAPTION>
                                       SHARES    REDEMPTION PERIODS   OPTIONAL
                                     ISSUED AND  ------------------- REDEMPTION
      ISSUE                          OUTSTANDING OPTIONAL  MANDATORY   PRICE
      -----                          ----------- --------- --------- ----------
      <S>                            <C>         <C>       <C>       <C>
      $7.40 preferred (no par
       value).......................    587,270  1996-1998 1996-1998    $100
      $4.50 preferred (no par
       value).......................    803,723  1996-1999   1999       $100
                                      ---------
                                      1,390,993
                                      =========
</TABLE>
 
  The $7.40 and $4.50 preferred stock issues have a mandatory redemption value
of $100 per share (an aggregate of $139 million and $159 million at December
31, 1995 and 1994, respectively). Tenneco recorded these preferred stocks at
their fair value at the date of original issue (an aggregate of $250 million)
and is making periodic accretions of the excess of the redemption value over
the fair value at the date of issue.
 
  During 1993, Tenneco retired the remainder of a variable rate preferred
stock issue at the redemption price of $100 per share, or $17 million.
 
  The aggregate maturities applicable to preferred stock issues outstanding at
December 31, 1995, are $20 million for each of the years 1996 and 1997, $19
million for 1998 and $80 million for 1999.
 
                                     F-22
<PAGE>
 
                       THE BUSINESSES OF TENNECO ENERGY
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
 Changes in Preferred Stock with Mandatory Redemption Provisions
 
<TABLE>
<CAPTION>
                                1995              1994              1993
                          ----------------- ----------------- -----------------
(MILLIONS EXCEPT SHARE
AMOUNTS)                   SHARES    AMOUNT  SHARES    AMOUNT  SHARES    AMOUNT
----------------------    ---------  ------ ---------  ------ ---------  ------
<S>                       <C>        <C>    <C>        <C>    <C>        <C>
Balance January 1........ 1,586,764   $147  1,782,508   $163  2,084,796   $191
  Shares redeemed........  (195,771)   (20)  (195,744)   (20)  (302,288)   (31)
  Accretion of excess of
   redemption value over
   fair value at date of
   issue.................        --      3         --      4         --      3
                          ---------   ----  ---------   ----  ---------   ----
Balance December 31...... 1,390,993   $130  1,586,764   $147  1,782,508   $163
                          =========   ====  =========   ====  =========   ====
</TABLE>
 
13. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS
 
 Postretirement Benefits
 
  Tenneco has postretirement health care and life insurance plans which cover
substantially all of Tenneco Energy's employees. For salaried employees, the
plans cover employees retiring from the Company on or after attaining age 55
who have had at least 10 years service with the Company after attaining age
45. For hourly employees, the postretirement benefit plans generally cover
employees who retire pursuant to one of Tenneco's hourly employee retirement
plans. Tenneco Energy is also obligated to provide certain benefits to former
employees of operations previously disposed of by Tenneco. Tenneco Energy will
retain this liability after the Distributions. In addition, Tenneco Energy
will retain liabilities with respect to welfare benefits of its current and
former employees of Tenneco Energy and their dependents in connection with the
Distributions. All of these benefits may be subject to deductibles, copayment
provisions and other limitations, and Tenneco has reserved the right to change
these benefits.
 
  The majority of Tenneco's postretirement benefit plans are not funded. In
June 1994, two trusts were established to fund postretirement benefits for
certain plan participants of the Company. The contributions are collected from
customers in FERC approved rates. As of December 31, 1995, cumulative
contributions were $10 million. Plan assets consist principally of fixed
income securities.
 
  The funded status of the postretirement benefit plans reconciles with
amounts recognized on the combined balance sheets at December 31, 1995 and
1994, as follows:
 
<TABLE>
<CAPTION>
(MILLIONS)                                                        1995   1994
----------                                                        -----  -----
<S>                                                               <C>    <C>
Actuarial present value of accumulated postretirement benefit
 obligation at September 30:
  Retirees....................................................... $ 320  $ 321
  Fully eligible active plan participants........................     5      5
  Other active plan participants.................................     2      2
                                                                  -----  -----
Total accumulated postretirement benefit obligation..............   327    328
Plan assets at fair value at September 30........................     3      2
                                                                  -----  -----
Accumulated postretirement benefit obligation in excess of plan
 assets at September 30..........................................  (324)  (326)
Claims paid during the fourth quarter............................    14     10
Unrecognized reduction of prior service obligations resulting
 from plan amendments............................................   (68)   (83)
Unrecognized net loss resulting from plan experience and changes
 in actuarial assumptions........................................    74     65
                                                                  -----  -----
Accrued postretirement benefit cost at December 31............... $(304) $(334)
                                                                  =====  =====
</TABLE>
--------
Note: The accrued postretirement benefit cost has been recorded based upon
certain actuarial estimates as described below. Those estimates are subject to
revision in future periods given new facts or circumstances.
 
                                     F-23
<PAGE>
 
                       THE BUSINESSES OF TENNECO ENERGY
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
  The net periodic postretirement benefit cost for the years 1995, 1994 and
1993 consist of the following components:
 
<TABLE>
<CAPTION>
      (MILLIONS)                                                1995  1994  1993
      ----------                                                ----  ----  ----
      <S>                                                       <C>   <C>   <C>
      Service cost for benefits earned during the year......... $  1  $ 1   $ 1
      Interest cost on accumulated postretirement benefit
       obligation..............................................   26   17     8
      Net amortization of unrecognized amounts.................  (13)  (6)   (1)
                                                                ----  ---   ---
      Net periodic postretirement benefit cost................. $ 14  $12   $ 8
                                                                ====  ===   ===
</TABLE>
 
  The initial weighted average assumed health care cost trend rate used in
determining the 1995, 1994 and 1993 accumulated postretirement benefit
obligation was 7%, 8% and 9%, respectively, declining to 5% in 1997 and
remaining at that level thereafter.
 
  Increasing the assumed health care cost trend rate by one percentage-point
in each year would increase the 1995, 1994 and 1993 accumulated postretirement
benefit obligations by approximately $14 million, $14 million and $7 million,
respectively, and would increase the aggregate of the service cost and
interest cost components of the net postretirement benefit cost for 1995, 1994
and 1993 by approximately $1 million, $3 million and $1 million, respectively.
 
  The discount rates (which are based on long-term market rates) used in
determining the 1995, 1994 and 1993 accumulated postretirement benefit
obligations were 7.75%, 8.25% and 7.50%, respectively.
 
 Postemployment Benefits
 
  The Company adopted FAS No. 112, "Employers' Accounting for Postemployment
Benefits," in the first quarter of 1994. This new accounting rule requires
employers to account for postemployment benefits for former or inactive
employees after employment but before retirement on the accrual basis rather
than the "pay-as-you-go" basis. The adoption of this new standard had no
material impact on the Company's combined financial position or results of
operations.
 
14. PENSION PLANS
 
  Tenneco has retirement plans which cover substantially all of the Company's
employees. Benefits are based on years of service and, for most salaried
employees, on final average compensation. Tenneco's funding policies are to
contribute to the plans amounts necessary to satisfy the funding requirements
of federal laws and regulations. Plan assets consist principally of listed
equity and fixed income securities. Certain employees of the Company
participate in the Tenneco Inc. Retirement Plan (the "TRP").
 
  New Tenneco will become the sole sponsor of the TRP upon consummation of the
Distributions. The benefits accrued by the employees of Tenneco Energy who
participate in the TRP will be frozen as of the last day of the calendar
months including the Distributions and New Tenneco will amend the TRP to
provide that all benefits accrued through that day are fully vested and non-
forfeitable.
 
                                     F-24
<PAGE>
 
                       THE BUSINESSES OF TENNECO ENERGY
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
  The funded status of the plans reconciles with amounts recognized on the
combined balance sheets at December 31, 1995 and 1994, as follows:
 
<TABLE>
<CAPTION>
                                                                   ALL PLANS
                                                                   ----------
(MILLIONS)                                                         1995  1994
----------                                                         ----  ----
<S>                                                                <C>   <C>
Actuarial present value of benefits based on service to date and
 present pay levels at September 30:
  Vested benefit obligation....................................... $187  $169
  Non-vested benefit obligation...................................   12    11
                                                                   ----  ----
  Accumulated benefit obligation..................................  199   180
Additional amounts related to projected salary increases..........   41    37
                                                                   ----  ----
Total projected benefit obligation at September 30................  240   217
Plan assets at fair value at September 30.........................  259   224
                                                                   ----  ----
Plan assets in excess of total projected benefit obligation at
 September 30.....................................................   19     7
Unrecognized net loss resulting from plan experience and changes
 in actuarial assumptions.........................................   14    26
Unrecognized prior service obligations resulting from plan
 amendments.......................................................    2     3
Remaining unrecognized net asset at initial application...........  (14)  (16)
                                                                   ----  ----
Prepaid pension cost at December 31............................... $ 21  $ 20
                                                                   ====  ====
</TABLE>
--------
Note: Assets of one plan may not be utilized to pay benefits of other plans.
Additionally, the prepaid pension cost has been recorded based upon certain
actuarial estimates as described below. Those estimates are subject to
revision in future periods given new facts or circumstances.
 
  Net periodic pension income for the years 1995, 1994 and 1993 consist of the
following components:
 
<TABLE>
<CAPTION>
(MILLIONS)                                        1995       1994       1993
----------                                      ---------  ---------  ---------
<S>                                             <C>  <C>   <C>  <C>   <C>  <C>
Service cost--benefits earned during the year.       $  6       $  6       $  7
Interest accrued on prior year's projected
 benefit obligation...........................         18         16         15
Expected return on plan assets--
  Actual (return) loss........................  (45)         4        (31)
  Unrecognized excess (deficiency) of actual
   return over expected return................   22        (26)        10
                                                ---        ---        ---
                                                      (23)       (22)       (21)
Net amortization of unrecognized amounts......         (2)        (2)        (2)
                                                     ----       ----       ----
Net periodic pension income...................       $ (1)      $ (2)      $ (1)
                                                     ====       ====       ====
</TABLE>
 
  The weighted average discount rates (which are based on long-term market
rates) used in determining the 1995, 1994 and 1993 actuarial present value of
the benefit obligations were 7.8%, 8.3% and 7.5%, respectively. The rate of
increase in future compensation was 4.9%, in 1995, 1994, and 1993. The
weighted average expected long-term rate of return on plan assets was 10% in
1995, 1994 and 1993.
 
15. COMMITMENTS AND CONTINGENCIES
 
 Capital Commitments
 
  The Company estimates that expenditures aggregating approximately $636
million will be required after December 31, 1995, to complete facilities and
projects authorized at such date, and substantial commitments have been made
in connection therewith.
 
                                     F-25
<PAGE>
 
                       THE BUSINESSES OF TENNECO ENERGY
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
 Purchase Obligations
 
  In connection with the financing commitments of certain joint ventures, the
Company has entered into unconditional purchase obligations for products and
services of $145 million ($106 million on a present value basis) at December
31, 1995. The Company's annual obligations under these agreements are $22
million for the years 1996 through 2000. Payments under such obligations,
including additional purchases in excess of contractual obligations, were $26
million, $34 million and $31 million for the years 1995, 1994 and 1993,
respectively. In addition, in connection with the Great Plains coal
gasification project (Dakota Gasification Company), Tennessee has contracted
to purchase 30% of the output of the plant's original design capacity for a
remaining period of 14 years. Tennessee has executed a settlement of this
contract as a part of its gas supply realignment negotiations discussed in
Note 9.
 
 Litigation
 
  Reference is made to Note 9, "Federal Energy Regulatory Commission
Regulatory Matters," for information concerning gas supply litigation. The
Company is party to numerous other legal proceedings arising from their
operations. The Company believes that the outcome of these proceedings,
individually and in the aggregate, will have no material effect on the
combined financial position or results of operations of the Company.
 
 Environmental Matters
 
  Since 1988, Tennessee has been engaged in an internal project to identify
and deal with the presence of polychlorinated biphenyls ("PCBs") and other
substances of concern, including substances on the U.S. Environmental
Protection Agency ("EPA") List of Hazardous Substances ("HS List") at
compressor stations and other facilities operated by both its interstate and
intrastate natural gas pipeline systems. While conducting this project,
Tennessee has been in frequent contact with federal and state regulatory
agencies, both through informal negotiation and formal entry of consent
orders, in order to assure that its efforts meet regulatory requirements.
 
  The Company has established a reserve for Tennessee's environmental
expenses, which includes: 1) expected remediation expense and associated
onsite, offsite and groundwater technical studies, 2) legal fees and 3)
settlement of third party and governmental litigation, including civil
penalties. Through June 30, 1996, and December 31, 1995, the Company has
charged approximately $156 million and $147 million, respectively, against the
environmental reserve, excluding recoveries related to Tennessee's
environmental settlement as discussed below. Of the remaining reserve at June
30, 1996 and December 31, 1995, $24 million and $38 million, respectively, has
been recorded on the combined balance sheets under "Payables-trade" and $132
million and $126 million, respectively, under "Deferred credits and other
liabilities."
 
  Due to the current uncertainty regarding the further activity necessary for
Tennessee to address the presence of the PCBs, the substances on the HS List
and other substances of concern on its sites, including the requirements for
additional site characterization, the actual amount of such substances at the
sites, and the final, site-specific cleanup decisions to be made with respect
to cleanup levels and remediation technologies, Tennessee cannot at this time
accurately project what additional costs, if any, may arise from future
characterization and remediation activities. While there are still many
uncertainties relating to the ultimate costs which may be incurred, based upon
Tennessee's evaluation and experience to date, the Company continues to
believe that the recorded estimate for the reserve is adequate.
 
  Following negotiations with its customers, Tennessee in May 1995 filed with
the FERC a separate Stipulation and Agreement (the "Environmental
Stipulation") that establishes a mechanism for recovering a substantial
portion of the environmental costs. In November 1995, the FERC issued an order
approving the
 
                                     F-26
<PAGE>
 
                       THE BUSINESSES OF TENNECO ENERGY
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
Environmental Stipulation. Although one shipper filed for rehearing, the FERC
denied rehearing of its order on February 20, 1996. This shipper filed a
Petition for Review on April 22, 1996 in the D.C. Circuit Court of Appeals;
Tennessee believes the FERC Order approving the Environmental Stipulation will
be upheld on appeal. The effects of the Environmental Stipulation, which was
effective as of July 1, 1995, have been recorded with no material effect on
the Company's combined financial position or results of operations. As of June
30, 1996, and December 31, 1995, the balance of the regulatory asset is $61
million and $74 million, respectively.
 
  The Company has completed settlements with and has received payments from
the majority of its liability insurance policy carriers for remediation costs
and related claims. The Company believes that the likelihood of recovery of a
portion of its remediation costs and claims against the remaining carriers in
its pending litigation is reasonably possible. In addition, Tennessee has
settled its pending litigation against and received payment from the
manufacturer of the PCB-containing lubricant. These recoveries have been
considered in Tennessee's recording of its environmental settlement with its
customers.
 
  The Company has identified other sites where environmental remediation
expense may be required should there be a change in ownership, operations or
applicable regulations. These possibilities cannot be predicted or quantified
at this time and accordingly, no provision has been recorded. However,
provisions have been made for all instances where it has been determined that
the incurrence of any material remedial expense is reasonably possible. The
Company believes that the provisions recorded for environmental exposures are
adequate based on current estimates.
 
16. QUARTERLY FINANCIAL DATA (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                NET SALES     INCOME
                                                   AND    BEFORE INTEREST
QUARTER                                         OPERATING   EXPENSE AND    NET
(MILLIONS)                                      REVENUES   INCOME TAXES   INCOME
----------                                      --------- --------------- ------
<S>                                             <C>       <C>             <C>
1996 1st.......................................  $  748        $119        $ 78
     2nd.......................................     622          69          25
                                                 ------        ----        ----
                                                 $1,370        $188        $103
                                                 ======        ====        ====
1995 1st.......................................  $  505        $ 71        $ 32
     2nd.......................................     434          69          15
     3rd.......................................     429          43           5
     4th.......................................     553          85         105
                                                 ------        ----        ----
                                                 $1,921        $268        $157
                                                 ======        ====        ====
1994 1st.......................................  $  693        $ 89        $ 18
     2nd.......................................     607          80          60
     3rd.......................................     549          71         (38)
     4th.......................................     532         127         113
                                                 ------        ----        ----
                                                 $2,381        $367        $153
                                                 ======        ====        ====
</TABLE>
--------
Note: Reference is made to Notes 4 and 5 and "Managements' Discussion and
      Analysis of Financial Condition and Results of Operations" for
      discussion of items affecting quarterly results.
 
 The preceding notes to combined financial statements are an integral part of
                 the foregoing combined financial statements.
 
                                     F-27
<PAGE>
 
                                  APPENDIX A
 
  262 APPRAISAL RIGHTS.--(a) Any stockholder of a corporation of this State
who holds shares of stock on the date of the making of a demand pursuant to
subsection (d) of this section with respect to such shares, who continuously
holds such shares through the effective date of the merger or consolidation,
who has otherwise complied with subsection (d) of this section and who has
neither voted in favor of the merger or consolidation nor consented thereto in
writing pursuant to (S) 228 of this title shall be entitled to an appraisal by
the Court of Chancery of the fair value of his shares of stock under the
circumstances described in subsections (b) and (c) of this section. As used in
this section, the word "stockholder" means a holder of record of stock in a
stock corporation and also a member of record of a nonstock corporation; the
words "stock" and "share" mean and include what is ordinarily meant by those
words and also membership or membership interest of a member of a nonstock
corporation; and the words "depository receipt" mean a receipt or other
instrument issued by a depository representing an interest in one or more
shares, or fractions thereof, solely of stock of a corporation, which stock is
deposited with the depository.
 
  (b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to
be effected pursuant to (S)(S) 251 (other than a merger effected pursuant to
subsection (g) of (S) 251), 252, 254, 257, 258, 263, or 264 of this title:
 
    (1) Provided, however, that no appraisal rights under this section shall
  be available for the shares of any class or series of stock, which stock,
  or depository receipts in respect thereof, at the record date fixed to
  determine the stockholders entitled to receive notice of and to vote at the
  meeting of stockholders to act upon the agreement of merger or
  consolidation, were either (i) listed on a national securities exchange or
  designated as a national market system security on an interdealer quotation
  system by the National Association of Securities Dealers, Inc. or (ii) held
  of record by more than 2,000 holders; and further provided that no
  appraisal rights shall be available for any shares of stock of the
  constituent corporation surviving a merger if the merger did not require
  for its approval the vote of the holders of the surviving corporation as
  provided in subsection (f) of (S) 251 of this title.
 
    (2) Notwithstanding paragraph (1) of this subsection, appraisal rights
  under this section shall be available for the shares of any class or series
  of stock of a constituent corporation if the holders thereof are required
  by the terms of an agreement of merger or consolidation pursuant to
  (S)(S) 251, 252, 254, 257, 258, 263 and 264 of this title to accept for
  such stock anything except:
 
      a. Shares of stock of the corporation surviving or resulting from
    such merger or consolidation, or depository receipts in respect
    thereof;
 
      b. Shares of stock of any other corporation, or depository receipts
    in respect thereof, which shares of stock or depository receipts at the
    effective date of the merger or consolidation will be either listed on
    a national securities exchange or designated as a national market
    system security on an interdealer quotation system by the National
    Association of Securities Dealers, Inc. or held of record by more than
    2,000 holders;
 
      c. Cash in lieu of fractional shares or fractional depository
    receipts described in the foregoing subparagraphs a. and b. of this
    paragraph; or
 
      d. Any combination of the shares of stock, depository receipts and
    cash in lieu of fractional shares or fractional depository receipts
    described in the foregoing subparagraphs a., b. and c. of this
    paragraph.
 
    (3) In the event all of the stock of a subsidiary Delaware corporation
  party to a merger effected under (S) 253 of this title is not owned by the
  parent corporation immediately prior to the merger, appraisal rights shall
  be available for the shares of the subsidiary Delaware corporation.
 
  (c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all
 
                                      A-1
<PAGE>
 
or substantially all of the assets of the corporation. If the certificate of
incorporation contains such a provision, the procedures of this section,
including those set forth in subsections (d) and (e) of this section, shall
apply as nearly as is practicable.
 
  (d) Appraisal rights shall be perfected as follows:
 
    (1) If a proposed merger or consolidation for which appraisal rights are
  provided under this section is to be submitted for approval at a meeting of
  stockholders, the corporation, not less than 20 days prior to the meeting,
  shall notify each of its stockholders who was such on the record date for
  such meeting with respect to shares for which appraisal rights are
  available pursuant to subsections (b) or (c) hereof that appraisal rights
  are available for any or all of the shares of the constituent corporations,
  and shall include in such notice a copy of this section. Each stockholder
  electing to demand the appraisal of his shares shall deliver to the
  corporation, before the taking of the vote on the merger or consolidation,
  a written demand for appraisal of his shares. Such demand will be
  sufficient if it reasonably informs the corporation of the identity of the
  stockholder and that the stockholder intends thereby to demand the
  appraisal of his shares. A proxy or vote against the merger or
  consolidation shall not constitute such a demand. A stockholder electing to
  take such action must do so by a separate written demand as herein
  provided. Within 10 days after the effective date of such merger or
  consolidation, the surviving or resulting corporation shall notify each
  stockholder of each constituent corporation who has complied with this
  subsection and has not voted in favor of or consented to the merger or
  consolidation of the date that the merger or consolidation has become
  effective; or
 
    (2) If the merger or consolidation was approved pursuant to (S) 228 or
  (S) 253 of this title, each constituent corporation, either before the
  effective date of the merger or consolidation or within ten days
  thereafter, shall notify each of the holders of any class or series of
  stock of such constituent corporation who are entitled to appraisal rights
  of the approval of the merger or consolidation and that appraisal rights
  are available for any or all shares of such class or series of stock of
  such constituent corporation, and shall include in such notice a copy of
  this section; provided that, if the notice is given on or after the
  effective date of the merger or consolidation, such notice shall be given
  by the surviving or resulting corporation to all such holders of any class
  or series of stock of a constituent corporation that are entitled to
  appraisal rights. Such notice may, and, if given on or after the effective
  date of the merger or consolidation, shall, also notify such stockholders
  of the effective date of the merger or consolidation. Any stockholder
  entitled to appraisal rights may, within twenty days after the date of
  mailing of such notice, demand in writing from the surviving or resulting
  corporation the appraisal of such holder's shares. Such demand will be
  sufficient if it reasonably informs the corporation of the identity of the
  stockholder and that the stockholder intends thereby to demand the
  appraisal of such holder's shares. If such notice did not notify
  stockholders of the effective date of the merger or consolidation, either
  (i) each such constituent corporation shall send a second notice before the
  effective date of the merger or consolidation notifying each of the holders
  of any class or series of stock of such constituent corporation that are
  entitled to appraisal rights of the effective date of the merger or
  consolidation or (ii) the surviving or resulting corporation shall send
  such a second notice to all such holders on or within 10 days after such
  effective date; provided, however, that if such second notice is sent more
  than 20 days following the sending of the first notice, such second notice
  need only to be sent to each stockholder who is entitled to appraisal
  rights and who has demanded appraisal of such holder's shares in accordance
  with this subsection. An affidavit of the secretary or assistant secretary
  or of the transfer agent of the corporation that is required to give either
  notice that such notice has been given shall, in the absence of fraud, be
  prima facie evidence of the facts stated therein. For purposes of
  determining the stockholders entitled to receive either notice, each
  constituent corporation may fix, in advance, a record date that shall be
  not more than 10 days prior to the date the notice is given; provided that,
  if the notice is given on or after the effective date of the merger or
  consolidation, the record date shall be such effective date. If no record
  date is fixed and the notice is given prior to the effective date, the
  record date shall be the close of business on the day next preceding the
  day on which the notice is given.
 
  (e) Within 120 days after the effective date of the merger or consolidation,
the surviving or resulting corporation or any stockholder who has complied
with subsections (a) and (d) hereof and who is otherwise entitled to appraisal
rights, may file a petition in the Court of Chancery demanding a determination
of the
 
                                      A-2
<PAGE>
 
  value of the stock of all such stockholders. Notwithstanding the foregoing,
  at any time within 60 days after the effective date of the merger or
  consolidation, any stockholder shall have the right to withdraw his demand
  for appraisal and to accept the terms offered upon the merger or
  consolidation. Within 120 days after the effective date of the merger or
  consolidation, any stockholder who has complied with the requirements of
  subsections (a) and (d) hereof, upon written request, shall be entitled to
  receive from the corporation surviving the merger or resulting from the
  consolidation a statement setting forth the aggregate number of shares not
  voted in favor of the merger or consolidation and with respect to which
  demands for appraisal have been received and the aggregate number of
  holders of such shares. Such written statement shall be mailed to the
  stockholder within 10 days after his written request for such a statement
  is received by the surviving or resulting corporation or within 10 days
  after expiration of the period for delivery of demands for appraisal under
  subsection (d) hereof, whichever is later.
 
    (f) Upon the filing of any such petition by a stockholder, service of a
  copy thereof shall be made upon the surviving or resulting corporation,
  which shall within 20 days after such service file in the office of the
  Register in Chancery in which the petition was filed a duly verified list
  containing the names and addresses of all stockholders who have demanded
  payment for their shares and with whom agreements as to the value of their
  shares have not been reached by the surviving or resulting corporation. If
  the petition shall be filed by the surviving or resulting corporation, the
  petition shall be accompanied by such a duly verified list. The Register in
  Chancery, if so ordered by the Court, shall give notice of the time and
  place fixed for the hearing of such petition by registered or certified
  mail to the surviving or resulting corporation and to the stockholders
  shown on the list at the addresses therein stated. Such notice shall also
  be given by 1 or more publications at least 1 week before the day of the
  hearing, in a newspaper of general circulation published in the City of
  Wilmington, Delaware or such publication as the Court deems advisable. The
  forms of the notices by mail and by publication shall be approved by the
  Court, and the costs thereof shall be borne by the surviving or resulting
  corporation.
 
    (g) At the hearing on such petition, the Court shall determine the
  stockholders who have complied with this section and who have become
  entitled to appraisal rights. The Court may require the stockholders who
  have demanded an appraisal for their shares and who hold stock represented
  by certificates to submit their certificates of stock to the Register in
  Chancery for notation thereon of the pendency of the appraisal proceedings;
  and if any stockholder fails to comply with such direction, the Court may
  dismiss the proceedings as to such stockholder.
 
    (h) After determining the stockholders entitled to an appraisal, the
  Court shall appraise the shares, determining their fair value exclusive of
  any element of value arising from the accomplishment or expectation of the
  merger or consolidation, together with a fair rate of interest, if any, to
  be paid upon the amount determined to be the fair value. In determining
  such fair value, the Court shall take into account all relevant factors. In
  determining the fair rate of interest, the Court may consider all relevant
  factors, including the rate of interest which the surviving or resulting
  corporation would have had to pay to borrow money during the pendency of
  the proceeding. Upon application by the surviving or resulting corporation
  or by any stockholder entitled to participate in the appraisal proceeding,
  the Court may, in its discretion, permit discovery or other pretrial
  proceedings and may proceed to trial upon the appraisal prior to the final
  determination of the stockholder entitled to an appraisal. Any stockholder
  whose name appears on the list filed by the surviving or resulting
  corporation pursuant to subsection (f) of this section and who has
  submitted his certificates of stock to the Register in Chancery, if such is
  required, may participate fully in all proceedings until it is finally
  determined that he is not entitled to appraisal rights under this section.
 
    (i) The Court shall direct the payment of the fair value of the shares,
  together with interest, if any, by the surviving or resulting corporation
  to the stockholders entitled thereto. Interest may be simple or compound,
  as the Court may direct. Payment shall be so made to each such stockholder,
  in the case of holders of uncertificated stock forthwith, and the case of
  holders of shares represented by certificates upon the surrender to the
  corporation of the certificates representing such stock. The Court's decree
  may be enforced as other decrees in the Court of Chancery may be enforced,
  whether such surviving or resulting corporation be a corporation of this
  State or of any state.
 
                                      A-3
<PAGE>
 
    (j) The costs of the proceeding may be determined by the Court and taxed
  upon the parties as the Court deems equitable in the circumstances. Upon
  application of a stockholder, the Court may order all or a portion of the
  expenses incurred by any stockholder in connection with the appraisal
  proceeding, including, without limitation, reasonable attorney's fees and
  the fees and expenses of experts, to be charged pro rata against the value
  of all the shares entitled to an appraisal.
 
    (k) From and after the effective date of the merger or consolidation, no
  stockholder who has demanded his appraisal rights as provided in subsection
  (d) of this section shall be entitled to vote such stock for any purpose or
  to receive payment of dividends or other distributions on the stock (except
  dividends or other distributions payable to stockholders of record at a
  date which is prior to the effective date of the merger or consolidation);
  provided, however, that if no petition for an appraisal shall be filed
  within the time provided in subsection (e) of this section, or if such
  stockholder shall deliver to the surviving or resulting corporation a
  written withdrawal of his demand for an appraisal and an acceptance of the
  merger or consolidation, either within 60 days after the effective date of
  the merger or consolidation as provided in subsection (e) of this section
  or thereafter with the written approval of the corporation, then the right
  of such stockholder to an appraisal shall cease. Notwithstanding the
  foregoing, no appraisal proceeding in the Court of Chancery shall be
  dismissed as to any stockholder without the approval of the Court, and such
  approval may be conditioned upon such terms as the Court deems just.
 
    (l) The shares of the surviving or resulting corporation to which the
  shares of such objecting stockholders would have been converted had they
  assented to the merger or consolidation shall have the status of authorized
  and unissued shares of the surviving or resulting corporation.
 
                                      A-4
<PAGE>
 
                                                                     SCHEDULE II
 
                        THE BUSINESSES OF TENNECO ENERGY
 
                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
                                   (MILLIONS)

<TABLE>
<CAPTION> 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

        COLUMN A           COLUMN B        COLUMN C         COLUMN D  COLUMN E
--------------------------------------------------------------------------------
                                           ADDITIONS
                                     ---------------------
                          BALANCE AT CHARGED TO CHARGED TO            BALANCE
                          BEGINNING  COSTS AND    OTHER                AT END
DESCRIPTION                OF YEAR    EXPENSES   ACCOUNTS  DEDUCTIONS OF YEAR
-------------------------------------------------------------------------------
<S>                       <C>        <C>        <C>        <C>        <C>
Allowance for Doubtful
 Accounts Deducted from
 Assets to Which it
 Applies:
  Year Ended December 31,
   1995..................    $21        $26        $ 9        $ 7       $49
                             ===        ===        ===        ===       ===
  Year Ended December 31,
   1994..................    $37        $ 2        $22        $20       $21
                             ===        ===        ===        ===       ===
  Year Ended December 31,
   1993..................    $15        $23        $ 3        $ 4       $37
                             ===        ===        ===        ===       ===
</TABLE>
 
                                      S-1
<PAGE>
 
                                    PART II
 
                    INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
  The following are the estimated expenses to be incurred by the Company in
connection with the offering described in this Registration Statement.
 
<TABLE>
      <S>                                                               <C>
      Commission registration fee...................................... $83,334
      Printing and engraving costs.....................................    *
      Legal fees.......................................................    *
      Accounting fees..................................................    *
      Rating agency fees...............................................    *
      Miscellaneous, including Blue Sky qualification expense, travel,
       telephone and telegraph and various out-of-pocket expenses......    *
                                                                        -------
        Total.......................................................... $  *
                                                                        =======
</TABLE>
--------
* To be filed by amendment
 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  The By-Laws of the Company include the following provisions.
 
    "Section 14. Each person who is or was a director or officer of the
  Company, or who serves or may have served at the request of the Company as
  a director or officer of another corporation, partnership, joint venture,
  trust or other enterprise (including the heirs, executors, administrators
  or estate of such person) and who was or is a party or is threatened to be
  made a party to any threatened, pending or completed claim, action, suit or
  proceeding, whether criminal, civil, administrative or investigative,
  including appeals, shall be indemnified by the Company as a matter of right
  to the full extent permitted or authorized by the General Corporation Law
  of Delaware, as it may from time to time be amended, against any expenses
  (including attorneys' fees), judgments, fines and amounts paid in
  settlement, actually and reasonably incurred by him in his capacity as a
  director or officer, or arising out of his status as a director or officer.
  Each person who is or was an employee or agent of the Company, or who
  serves or may have served at the request of the Company as an employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise (including the heirs, executors, administrators or estate of
  such person) may, at the discretion of the Board, be indemnified by the
  Company to the same extent as provided herein with respect to directors and
  officers of the Company.
 
    "The Company may, but shall not be obligated to, maintain insurance at
  its expense, to protect itself and any person who is or was a director,
  officer, employee or agent of the Company, or is or was serving as a
  director, officer, employee or agent of another corporation, partnership,
  joint venture, trust or other enterprise against any liability asserted
  against him and incurred by him in any such capacity, or arising out of his
  status as such. The Company may, but shall not be obligated to, pay
  expenses incurred in defending a civil or criminal action, suit or
  proceeding in advance of the final disposition of such action, suit or
  proceeding.
 
    "The indemnification provided by this Section 14 shall not be exclusive
  of any other rights to which those seeking indemnification may be entitled
  as a matter of law or under any agreement, vote of stockholders or
  disinterested directors or otherwise."
 
  The Company has purchased insurance which purports to insure the Company
against certain costs of indemnification which may be incurred by it pursuant
to the foregoing By-Law provision, and to insure the officers and directors of
the Company, and of its subsidiary companies, against certain liabilities
incurred by them in the discharge of their function as such officers and
directors except for liabilities resulting from their own malfeasance.
 
                                     II-1
<PAGE>
 
  See "Item 17, Undertakings" for a description of the Securities and Exchange
Commission's position regarding such indemnification provisions.
 
ITEM 16. LIST OF EXHIBITS.
 
  Exhibits not incorporated by reference to a prior filing are designated by
an asterisk (*); exhibits to be filed by amendment to this Registration
Statement are designated by a double asterisk (**); all exhibits not so
designated are incorporated herein by reference to a prior filing as
indicated.
 
<TABLE>
 <C>     <S>
  **1(a) --Form of Underwriting Agreement: Standard Provisions.
  **1    --Form of Underwriting Agreement.
    3(a) --Certificate of Incorporation as amended and supplemented as of March
          1, 1996 (Exhibit 3(a) to Form 10-K for the fiscal year ended December
          31, 1995, File No. 1-9864).
  **3(b) --Form of Amended and Restated Certificate of Incorporation (post-
          Merger).
    3(c) --Copy of By-Laws of Tenneco Inc. as amended December 6, 1995 (Exhibit
          3(b) to Form 10-K for the fiscal year ended December 31, 1995, File
          No. 1-9864).
  **3(d) --Form of New By-Laws of Tenneco Inc. (post-Merger).
  **4(a) --Form of Certificate of Designation, Preferences and Rights of    %
          Cumulative Junior Preferred Stock, to be filed with the Secretary of
          State of the State of Delaware.
  **4(b) --Form of Stock Certificate for    % Cumulative Junior Preferred
          Stock.
  **5    --Opinion of Theodore R. Tetzlaff, Esq.
  **8    --Opinion of Jenner & Block.
 **12    --Computation of Ratio of Earnings to Fixed Charges.
 **23(a) --The consent of Theodore R. Tetzlaff will be contained in his opinion
          to be filed as Exhibit 5 to this Registration Statement.
 **23(b) --The consent of Jenner & Block will be contained in their opinion to
          be filed as Exhibit 8 to this Registration Statement.
  *23(c) --The consent of Arthur Andersen LLP.
  *23(d) --The consent of Ernst & Young LLP.
  *24    --Powers of Attorney of the following Directors of Tenneco Inc.:
         Mark Andrews
         W. Michael Blumenthal
         M. Kathryn Eickhoff
         Peter T. Flawn
         Henry U. Harris, Jr.
         Belton K. Johnson
         David Plastow
         William L. Weiss
         Clifton R. Wharton, Jr.
</TABLE>
 
                                     II-2
<PAGE>
 
ITEM 17. UNDERTAKINGS.
 
  The undersigned registrant hereby undertakes that:
 
    (1) For purposes of determining any liability under the Securities Act of
  1933, the information omitted from the form of prospectus filed as part of
  this registration statement in reliance upon Rule 430A and contained in a
  form of prospectus filed by the registrant pursuant to Rule 424 (b)(1) or
  (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
  of this registration statement as of the time it was declared effective.
 
    (2) For the purpose of determining any liability under the Securities Act
  of 1933, each post-effective amendment that contains a form of prospectus
  shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that
  time shall be deemed to be the initial bona fide offering thereof.
 
    (3) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement:
 
      (i)To include any prospectus required by section 10(a)(3) of the
    Securities Act of 1933;
 
      (ii)To reflect in the prospectus any facts or events arising after
    the effective date of the registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the registration statement;
 
      (iii)To include any material information with respect to the plan of
    distribution not previously disclosed in this registration statement or
    any material change to such information in the registration statement.
 
    (4) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
 
  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
 
  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
 
                                     II-3
<PAGE>
 
                                  SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF GREENWICH, AND STATE OF CONNECTICUT,
ON THE 11TH DAY OF OCTOBER, 1996.
 
                                          Tenneco Inc.
 
                                                  /s/ Dana G. Mead
                                          By___________________________________
                                                      Dana G. Mead
                                          Chairman and Chief Executive Officer
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
 
<TABLE>
<CAPTION>
             SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
 
<S>                                  <C>                           <C>
         /s/ Dana G. Mead            Principal Executive Officer    October 11, 1996
____________________________________  and Director
            Dana G. Mead
 
      /s/ Robert T. Blakely          Principal Financial and        October 11, 1996
____________________________________  Accounting Officer
         Robert T. Blakely
 
Mark Andrews, W. Michael Blumenthal, Directors                      October 11, 1996
 M. Kathryn Eickhoff, Peter T.
 Flawn, Henry U. Harris, Jr., Belton
 K. Johnson, David Plastow, William
 L. Weiss, Clifton R. Wharton, Jr.
</TABLE>
 
        Karl A. Stewart
By_____________________________
       Attorney-in-fact

                                     II-4
<PAGE>
 
                               INDEX OF EXHIBITS
 
  Exhibits not incorporated by reference to a prior filing are designated by
an asterisk (*); exhibits to be filed by amendment to this Registration
Statement are designated by a double asterisk (**); all exhibits not so
designated are incorporated herein by reference to a prior filing as
indicated.
 
<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                           DESCRIPTION OF EXHIBITS
 -------                          -----------------------
 <C>       <S>
   **1(a)  --Form of Underwriting Agreement: Standard Provisions.
   **1(b)  --Form of Underwriting Agreement.
     3(a)  --Certificate of Incorporation as amended and supplemented as of
            March 1, 1996. (Exhibit 3(a) to Form 10-K for the fiscal year ended
            December 31, 1995, File No. 1-9864).
   **3(b)  --Form of Amended and Restated Certificate of Incorporation (post-
            Merger).
     3(c)  --Copy of By-Laws of Tenneco Inc. as amended December 6, 1995
            (Exhibit 3(b) to Form 10-K for the fiscal year ended December 31,
            1995, File No. 1-9864).
   **3(d)  --Form of New By-Laws of Tenneco Inc. (post-Merger).
   **4(a)  --Form of Certificate of Designation, Preferences and Rights of
            Junior Preferred Stock, to be filed with the Secretary of State of
            the State of Delaware.
   **4(b)  --Form of Stock Certificate for Junior Preferred Stock
   **5     --Opinion of Theodore R. Tetzlaff, Esq.
   **8     --Opinion of Jenner & Block.
  **12     --Computation of Ratio of Earnings to Fixed Charges.
  **23(a)  --The consent of Theodore R. Tetzlaff will be contained in his
            opinion to be filed as Exhibit 5 to this Registration Statement.
  **23(b)  --The consent of Jenner & Block will be contained in their opinion
            to be filed as Exhibit 8 to this Registration Statement.
   *23(c)  --The consent of Arthur Andersen LLP.
   *23(d)  --The consent of Ernst & Young LLP.
   *24     --Powers of Attorney of the following Directors of Tenneco Inc.:
           Mark Andrews
           W. Michael Blumenthal
           M. Kathryn Eickhoff
           Peter T. Flawn
           Henry U. Harris, Jr.
           Belton K. Johnson
           David Plastow
           William L. Weiss
           Clifton R. Wharton, Jr.
</TABLE>