EXHIBIT 3.1(h)
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
TENNECO AUTOMOTIVE MERGER SUB INC.
WITH AND INTO
TENNECO INC.
Pursuant to Section 253 of the General Corporation of Law of the State of Delaware
TENNECO INC., a Delaware corporation (the "Company"), does hereby certify to the following facts relating to
the merger (the "Merger") of TENNECO AUTOMOTIVE MERGER SUB INC., a Delaware corporation (the
"Subsidiary"), with and into the Company, with the Company remaining as the surviving corporation:
FIRST: The Company is incorporated pursuant to the General Corporation Law of the State of Delaware (the
"DGCL"). The Subsidiary is incorporated pursuant to the DGCL.
SECOND: The Company owns all of the outstanding shares of each class of capital stock of the Subsidiary.
THIRD: The Board of Directors of the Company, by the following resolutions duly adopted on October 12,
1999, determined to merge the Subsidiary with and into the Company pursuant to Section 253 of the DGCL:
WHEREAS, the Company owns all of the outstanding shares of the capital stock of Tenneco Automotive
Merger Sub Inc. ("Subsidiary"); and
WHEREAS, the Board of Directors of the Company has deemed it advisable that the Subsidiary be merged with
and into the Company pursuant to Section 253 of the General Corporation Law of the State of Delaware;
NOW, THEREFORE, BE IT AND IT HEREBY IS
RESOLVED, that the Subsidiary be merged with and into the Company (the "Merger"); and it is further
RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then
outstanding share of common stock of the Company shall remain unchanged and continue to remain outstanding
as one share of common stock of the Company, held by the person who was the holder of such share of
common stock of the Company immediately prior to the Merger; and it is further
RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then
outstanding share of common stock of the