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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13D
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
----------------
CUMMINS ENGINE COMPANY, INC.
(NAME OF ISSUER)
----------------
COMMON STOCK, PAR VALUE $2.50 PER SHARE 231021 10 6
(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER)
----------------
M.W. MEYER
VICE PRESIDENT
AND DEPUTY GENERAL COUNSEL
TENNECO INC.
TENNECO BUILDING
HOUSTON, TEXAS 77002
(713) 757-2131
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
DECEMBER 29, 1993
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
----------------
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [_]
Check the following box if a fee is being paid with the statement. [_] (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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13D
CUSIP No. 231021 10 6
Page 2 of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tenneco Inc.
76-0233548
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
-0-
---------------------------
8 SHARED VOTING POWER
-0-
---------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
13D
CUSIP No. 231021 10 6
Page 3 of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kern County Land Company
94-1651111
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
-0-
---------------------------
8 SHARED VOTING POWER
-0-
---------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -----------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
13D
CUSIP No. 231021 10 6
Page 4 of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Case Corporation
74-1668960
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE VOTING POWER
-0-
---------------------------
8 SHARED VOTING POWER
-0-
---------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $2.50 per share (the
"Common Stock"), of Cummins Engine Company, Inc., an Indiana corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 500
Jackson Street, Columbus, Indiana.
This Amendment No. 1 to Schedule 13D is being filed in accordance with
Section 13(d)(2) of the Securities Exchange Act of 1934, as amended, to report
the transfer by Tenneco Inc. ("Tenneco") of 3,200,000 shares of Common Stock of
the Issuer. The original Schedule 13D was filed on July 30, 1990.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), (f) This statement is being filed by Tenneco Inc. ("Tenneco"), Kern
County Land Company ("Kern County"), and Case Corporation ("Case"; Tenneco,
Kern County and Case are hereinafter referred to collectively as the "Reporting
Persons" and individually as a "Reporting Person"). Each Reporting Person was
incorporated under the laws of the State of Delaware. The principal executive
offices of Tenneco and Kern County are located at 1010 Milam Street, Houston,
Texas 77002, and Case has its principal executive office at 700 State Street,
Racine, Wisconsin 53404.
Tenneco is a holding company conducting all of its operations through
subsidiaries. The major interests of these subsidiaries are natural gas
pipelines, farm and construction equipment, automotive parts, shipbuilding,
packaging, and chemicals. The name, business address, citizenship and present
principal occupation or employment of each of the directors and executive
officers of Tenneco are set forth in Schedules I and II hereto.
Kern County is a holding company conducting all of its operations through
subsidiaries. Its principal subsidiary is Case, which is engaged in the
manufacture and sale of farm and construction equipment. It also has
subsidiaries that are engaged in the sale of real estate. The name, business
address, citizenship and present principal occupation or employment of each of
the executive officers and directors of Kern County are set forth in Schedules
III and IV.
Case, directly and through its subsidiaries, manufactures and sells a full
line of farm equipment and light and medium-sized construction equipment. The
name, business address, citizenship and present principal occupation or
employment of each of the executive officers and directors of Case are set
forth in Schedules V and VI.
(d) and (e) During the past five years, neither Tenneco, Kern County or Case
nor, to their knowledge, any of their directors or executive officers has been
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On or about July 16, 1990, Tenneco paid to the Issuer, out of its working
capital, the sum of $100,000,000 for one share of the Issuer's Series T
Convertible Preference Stock (the "Series T Preference Stock"). Effective
September 12, 1990, the Series T Preference Stock was converted into 1,600,000
shares of Common Stock, and on October 12, 1993, Tenneco received an additional
1,600,000 shares of Common Stock pursuant to a two-for-one stock split effected
by the Issuer. The 3,200,000 shares of Common Stock acquired by Tenneco are
herein referred to as the "Cummins Stock".
ITEM 4. PURPOSE OF TRANSACTION.
Tenneco acquired the Series T Preference Stock for investment under an
Investment Agreement with the Issuer dated as of July 16, 1990 (the "Investment
Agreement"). A copy of the Investment Agreement has been filed as Exhibit 1 to
this statement and is incorporated herein by reference. The description herein
of the Investment Agreement is qualified in its entirety by the complete text
of Exhibit 1.
1
On or about July 13, 1990, the Issuer amended the Rights Agreement (the
"Rights Agreement") (Exhibit 2 to this statement and incorporated herein by
reference), dated as of September 9, 1986, between the Issuer and the Rights
Agent (as defined therein) to permit the acquisition by Tenneco of Common Stock
of the Issuer as provided for in the Investment Agreement and agreed to make
additional amendments thereto as provided in Section 3.1(h) of the Investment
Agreement.
DISPOSITION OF THE CUMMINS STOCK
By the Consent and Amendment to Investment Agreement between Tenneco and the
Issuer dated as of December 29, 1993 (the "Consent and Amendment"), a copy of
which is filed as Exhibit 3 to this statement and is incorporated herein by
reference, the Issuer consented to the following transfers of the Cummins Stock
proposed by Tenneco:
1. From Tenneco to Kern County, a wholly-owned subsidiary of Tenneco;
2. From Kern County to Case, a wholly-owned subsidiary of Kern County;
3. From Case to the Bankers Trust Company, as trustee for the account of
the Case Corporation Pension Plan for Hourly-Paid Employees (the "Plan");
and
4. From the Bankers Trust Company, as trustee for the account of the
Plan, to Bankers Trust Company, as trustee of the Tenneco Inc. General
Employee Benefit Trust (the "GEBT").
The Plan is a defined benefit pension plan for eligible hourly employees of
Case. The GEBT is a trust which holds assets of the Plan and all other defined
benefit pension plans maintained by Tenneco and its domestic subsidiaries.
On December 29, 1993, the transfers of the Cummins Stock contemplated by the
Consent and Amendment were made, as a result of which the GEBT became the owner
of the Cummins Stock. Simultaneously with each transfer described above, the
respective transferee executed and delivered to Tenneco and the Issuer a
Joinder in Agreement, copies of which are filed as Exhibits 4 through 7 to this
Statement and are incorporated herein by reference. The Issuer is amending the
Rights Agreement to permit the contribution by Tenneco of the Cummins Stock as
provided for in the Consent and Amendment. The form of the amendment has been
filed with this statement as Exhibit 8 and is incorporated herein by reference.
Pursuant to an Investment Management Agreement dated as of December 29, 1993,
between Tenneco and Woodbridge Capital Management, Inc. ("Woodbridge"),
Woodbridge, as an independent fiduciary representing the interests of the GEBT,
will exercise the voting and other privileges applicable to shareholders of the
Common Stock, subject only to Tenneco's agreement with the Issuer that the
Cummins Stock be voted for the election of all nominees included in the
Issuer's slate of directors at each shareholders' meeting of the Issuer.
Further, Woodbridge will exercise the GEBT's right to designate a person for
election to the Issuer's Board of Directors. A copy of the Investment
Management Agreement is filed with this statement as Exhibit 9 and is
incorporated herein by reference.
THE INVESTMENT AGREEMENT
The Investment Agreement set forth the terms and conditions under which
Tenneco made its investment in the Issuer. The principal provisions of the
Investment Agreement included the following:
(i) Tenneco was entitled to designate one person for election to the
Issuer's Board of Directors. Tenneco's designee on the Issuer's Board of
Directors is Dana G. Mead, President and Chief Operating Officer of
Tenneco.
(ii) Section 3.2 of the Investment Agreement contains certain standstill,
voting, sales and other restrictions applicable to Tenneco with respect to
Voting Securities of the Issuer. Included among such
2
restrictions is a percentage limitation on shares of Voting Securities
Tenneco may own during the term of the Agreement. Tenneco has agreed that
it will not acquire, by purchase or otherwise, beneficial ownership of
Voting Securities or any rights or options to acquire such beneficial
ownership other than the shares of Common Stock issued to it upon
conversion of the Series T Preference Stock; provided, however, that
Tenneco may acquire Voting Securities (i) that are issued as dividends on
securities which Tenneco is permitted to hold under the Investment
Agreement and (ii) in order to prevent its ownership of Voting Securities
from falling below 10.8% of all Voting Securities then outstanding (or a
higher percentage as established in Section 3.1(e) of the Investment
Agreement).
(iii) Tenneco agreed that it would not engage in certain activities, as
described in Sections 3.2(a)(ii) through (ix), unless requested or
permitted in writing in advance by the Issuer. For so long as Tenneco
beneficially owned 5% or more of the Voting Securities, it agreed not to
act in concert with Ford Motor Company and Kubota Corporation, each of
which purchased convertible preference stock from the Issuer effective July
16, 1990, with respect to the activities set forth in Sections 3.2(a)(i)
through (ix) of the Investment Agreement.
(iv) Tenneco agreed that it would not transfer any Voting Securities
owned by it prior to July 16, 1996, except as permitted by Section 3.2(b)
of the Investment Agreement.
(v) Tenneco agreed to vote its Voting Securities of the Issuer for the
election of all nominees included in the Company's slate of directors at
each shareholders' meeting of the Issuer. Tenneco was not otherwise
restricted in the manner in which it could vote its Voting Securities on
any matter submitted to the Issuer's shareholders.
(vi) The term of the Investment Agreement is for a minimum of six years
and shall continue until the earlier to occur of (i) Tenneco ceasing to
beneficially own at least 5.0% of the total voting power of all the then
outstanding Voting Securities and (ii) ten years; provided, however, that
certain provisions of the Investment Agreement, as set forth in Section 5.1
thereof, survive termination.
The above description of the Investment Agreement is qualified in its entirety
by the complete text of Exhibit 1.
Pursuant to the Consent and Amendment, the transfer of the Cummins Stock to
the GEBT on behalf of the Plan transferred to the GEBT all rights, obligations
and covenants of Tenneco under the Investment Agreement, as amended by the
Consent and Agreement. Additionally, Tenneco, Kern River, Case and the Plan
continue to be bound by the provisions of the Investment Agreement, as so
amended.
GENERAL
Except as stated above, neither Tenneco nor, to the best of its knowledge,
any person identified in Schedule I has any plans or proposals as of the date
hereof which relate to or would result in:
(1) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(2) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(3) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(4) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(5) any material change in the present capitalization or dividend policy
of the Issuer;
(6) any other material change in the Issuer's business or corporate
structure;
(7) changes in the Issuer's charter or bylaws or other actions which may
impede the acquisition of control of the Issuer by any person;
3
(8) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(9) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(10) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) None.
(b) Not applicable.
(c) In the past 60 days, neither Tenneco nor, to the best of its knowledge,
any of its directors or executive officers has engaged in any transaction in
the classes of securities covered by this statement except for the transaction
herein reported on.
(d) See response to Item 4.
(e) As described in Item 4 above, on December 29, 1993, Tenneco ceased to be
the beneficial owner of more than five percent of the class of securities
covered by this statement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as described in Item 4 above, neither Tenneco nor, to the best of its
knowledge, any of its directors or executive officers has any contract,
arrangement, understanding or relationship with any person with respect to any
securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibits not incorporated by reference to a prior filing are designated by an
asterisk; all exhibits not so designated are incorporated herein by reference
to a prior filing as indicated.
1 --Investment Agreement between Tenneco Inc. and Cummins Engine Company,
Inc. dated as of July 16, 1990 (Exhibit 1 to Schedule 13D filed on July
30, 1990).
2 --Amendment No. 4, dated as of July 13, 1990, to the Rights Agreement,
dated as of September 9, 1986, between the Issuer and the Rights Agent
(Exhibit 2 to Schedule 13D filed on July 30, 1990).
*3 --Consent and Amendment to Investment Agreement between Tenneco Inc. and
Cummins Engine Company, Inc. dated as of December 29, 1993.
*4 --Joinder in Agreement between Tenneco Inc. and Kern County Land Company
dated as of December 29, 1993.
*5 --Joinder in Agreement between Tenneco Inc. and Case Corporation dated as
of December 29, 1993.
*6 --Joinder in Agreement between Tenneco Inc. and Bankers Trust Company, as
Trustee of the Case Corporation Pension Plan for Hourly-Paid Employees
dated as of December 29, 1993.
*7 --Joinder in Agreement between Tenneco Inc. and Bankers Trust Company, as
Trustee of the Tenneco Inc. General Employee Benefit Trust dated as of
December 29, 1993.
*8 --Amendment No. 7, dated as of December 29, 1993, to the Rights Agreement,
dated as of September 9, 1986, between the Issuer and the Rights Agent.
*9 --Investment Management Agreement dated as of December 29, 1993 between
Tenneco Inc. and Woodbridge Capital Management, Inc.
*10 --Agreement relating to joint filing of Schedule 13D.
4
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
TENNECO INC.
M.W. Meyer
By:__________________________________
M. W. Meyer
Vice President and Deputy
General Counsel
Dated: January 10, 1994
5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
KERN COUNTY LAND COMPANY
M. W. Meyer
By:__________________________________
M. W. Meyer
Vice President
Dated: January 10, 1994
6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
CASE CORPORATION
Robert G. Simpson
By:__________________________________
Robert G. Simpson
Vice President and Assistant
Secretary
Dated: January 10, 1994
7
SCHEDULE I
DIRECTORS OF TENNECO INC.
The following table sets forth the name, business address and present
principal occupation or employment of each director of Tenneco Inc. Each such
person is a citizen of the United States of America.
NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
---------------- ------------------------------------------
Michael H. Walsh Chairman of the Board and Chief Executive Officer of
P.O. Box 2511 Tenneco Inc.
Houston, Texas 77252-2511
Mark Andrews Chairman of Andrews Associates, Inc., a government
Suite 695 consulting firm.
2550 M Street, N.W.
Washington, D.C. 20037
W. Michael Blumenthal Chairman of the Board and Chief Executive Officer of
1 Rockefeller Plaza, 32nd Lazard, Freres & Co.
Floor
New York, New York 10020
M. Kathryn Eickhoff President of Eickhoff Economics, Inc., a consulting
Suite 400 firm.
510 LaGuardia
New York, New York 10012
Peter T. Flawn Former President of The University of Texas at
3718 Bridle Path Austin.
Austin, Texas 78703
Henry U. Harris, Jr. Vice Chairman Emeritus of Smith Barney, Harris Upham
Smith Barney, Harris Upham & & Co., Incorporated, an investment banking firm.
Co., Incorporated
1345 Avenue of the Americas
New York, New York 10105
Belton K. Johnson Engaged in farming, ranching and investments.
100 West Houston, Suite 1525
San Antonio, Texas 78230
John B. McCoy Chairman and Chief Executive Officer of BANC ONE
100 East Broad Street Corporation, a bank holding company.
16th Floor
Columbus, Ohio 43271-0261
Dana G. Mead President and Chief Operating Officer of Tenneco
P. O. Box 2511 Inc.
Houston, Texas 77252-2511
Joseph J. Sisco Partner of Sisco Associates, a management consulting
Sisco Associates firm.
1250 24th Street, N.W.
Suite 875
Washington, D.C. 20037
SCHEDULE II
EXECUTIVE OFFICERS OF TENNECO INC.
The following table sets forth the name and present principal occupation or
employment of each executive officer of Tenneco Inc. Each such person is a
citizen of the United States of America.
Unless otherwise indicated, the address of each officer is P. O. Box 2511,
Houston, Texas 77252-2511.
PRESENT PRINCIPAL OCCUPATION OR
NAME AND ADDRESS EMPLOYMENT
---------------- -------------------------------
Chairman of the Board and Chief
Michael H. Walsh...................... Executive Officer
Dana G. Mead.......................... President and Chief Operating Officer
Theodore R. Tetzlaff.................. General Counsel
Senior Vice President and Chief
Robert T. Blakely..................... Financial Officer
Stacy S. Dick......................... Senior Vice President--Strategy
Barry R. Schuman...................... Senior Vice President--Human Resources
Vice President and Deputy General
Kenneth D. Allen...................... Counsel
Vice President--Financial Analysis and
Matthew W. Appel...................... Planning
John J. Castellani.................... Vice President--Government Relations
James V. Faulkner, Jr................. Vice President--Law
Arthur H. House....................... Vice President--Corporate Affairs
Vice President and Deputy General
M. W. Meyer........................... Counsel
E. J. Milan........................... Vice President and Controller
Robert G. Simpson..................... Vice President--Tax
Karl A. Stewart....................... Vice President and Secretary
Richard L. Wambold.................... Vice President--Operations
SCHEDULE III
DIRECTORS OF KERN COUNTY LAND COMPANY
The following table sets forth the name, business address and present
principal occupation or employment of each director of Kern County Land
Company. Each such person is a citizen of the United States of America.
NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
---------------- ------------------------------------------
Dana G. Mead President and Chief Operating Officer of Tenneco Inc.
P. O. Box 2511
Houston, Texas 77252-
2511
Robert T. Blakely Senior Vice President and Chief Financial Officer of Tenneco Inc.
P.O. Box 2511
Houston, Texas 77252-
2511
SCHEDULE IV
EXECUTIVE OFFICERS OF KERN COUNTY LAND COMPANY
The following table sets forth the name and present principal occupation or
employment of each executive officer of Kern County Land Company. Each such
person is a citizen of the United States of America.
Unless otherwise indicated, the address of each officer is P. O. Box 2511,
Houston, Texas 77252-2511.
PRESENT PRINCIPAL OCCUPATION OR
NAME AND ADDRESS EMPLOYMENT
---------------- -------------------------------
President and Chief Operating Officer
Dana G. Mead.......................... of Tenneco Inc.
Robert T. Blakely..................... Senior Vice President and Chief
Financial Officer of Tenneco Inc.
M. W. Meyer........................... Vice President and Deputy General
Counsel of Tenneco Inc.
Robert G. Simpson..................... Vice President--Tax of Tenneco Inc.
Vice President and Secretary of
Karl A. Stewart....................... Tenneco Inc.
SCHEDULE V
DIRECTORS OF CASE CORPORATION
The following table sets forth the name, business address and present
principal occupation or employment of each director of Case Corporation. Each
such person is a citizen of the United States of America.
NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
---------------- ------------------------------------------
Dana G. Mead President and Chief Operating Officer of Tenneco Inc.
P. O. Box 2511
Houston, Texas 77252-
2511
Theodore R. Tetzlaff General Counsel of Tenneco Inc.
P.O. Box 2511
Houston, Texas 77252-
2511
SCHEDULE VI
EXECUTIVE OFFICERS OF CASE CORPORATION
The following table sets forth the name and present principal occupation or
employment of each executive officer of Case Corporation. Each such person is a
citizen of the United States of America.
Unless otherwise indicated, the address of each officer is 700 State Street,
Racine, Wisconsin 53404.
NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
---------------- ------------------------------------------
Dana G. Mead.......................... President and Chief Operating Officer of Tenneco Inc.
1010 Milam Street
Houston, Texas 77002
Edward J. Campbell..................... President
Steven G. Lamb......................... Executive Vice President
Peter Menikoff......................... Executive Vice President
Richard M. Christman................... Senior Vice President
Thomas E. Evans........................ Senior Vice President
Theodore R. French..................... Senior Vice President, Chief Financial Officer and
Treasurer
Kenneth Q. Kessler..................... Senior Vice President
Richard W. Krant, Jr................... Senior Vice President
Victoria L. Rickey..................... Senior Vice President
Harold D. Boyanovsky................... Vice President
Frank A. Brooke........................ Vice President
Jon R. Carlson......................... Vice President
Marc J. Castor......................... Vice President
Martin M. Dorio........................ Vice President
John E. Evard, Jr...................... Vice President
James L. Hatch......................... Vice President
Ruy R. Hirschheimer.................... Vice President
Herman F. Kosten....................... Vice President
Alfred J. Mulvey....................... Vice President
Ellen Robinson......................... Vice President
Dennis E. Schwieger.................... Vice President
Robert G. Simpson...................... Vice President--Tax of Tenneco Inc.
1010 Milam Street
Houston, Texas 77002
Karl A. Stewart........................ Vice President and Secretary of Tenneco Inc.
1010 Milam Street
Houston, Texas 77002
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13D
(AMENDMENT NO. 1)
----------------
CUMMINS ENGINE COMPANY, INC.
(NAME OF ISSUER)
----------------
COMMON STOCK, PAR VALUE $2.50 PER SHARE
(TITLE OF CLASS OF SECURITIES)
231021 10 6
(CUSIP NUMBER)
----------------
EXHIBITS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INDEX OF EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBITS PAGES
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1 --Investment Agreement between Tenneco Inc. and Cummins
Engine Company, Inc. dated as of July 16, 1990 (Exhibit
1 to Schedule 13D filed on July 30, 1990). *
2 --Amendment No. 4, dated as of July 13, 1990, to the
Rights Agreement, dated as of September 9, 1986,
between the Issuer and the Rights Agent (Exhibit 2 to
Schedule 13D filed on July 30, 1990). *
3 --Consent and Amendment to Investment Agreement between
Tenneco Inc. and Cummins Engine Company, Inc. dated as
of December 29, 1993.
4 --Joinder in Agreement between Tenneco Inc. and Kern
County Land Company dated as of December 29, 1993.
5 --Joinder in Agreement between Tenneco Inc. and Case
Corporation dated as of December 29, 1993.
6 --Joinder in Agreement between Tenneco Inc. and Bankers
Trust Company, as Trustee of the Case Corporation
Pension Plan for Hourly-Paid Employees dated as of
December 29, 1993.
7 --Joinder in Agreement between Tenneco Inc. and Bankers
Trust Company, as Trustee of the Tenneco Inc. General
Employee Benefit Trust dated as of December 29, 1993.
8 --Amendment No. 7, dated as of December 29, 1993, to the
Rights Agreement, dated as of September 9, 1986,
between the Issuer and the Rights Agent.
9 --Investment Management Agreement dated as of December
29, 1993 between Tenneco Inc. and Woodbridge Capital
Management, Inc.
10 --Agreement relating to joint filing of Schedule 13D.
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* Exhibit incorporated by reference