-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fg/pzPlqPxWwoxNHbC5hWfOoBCBjMX2Nll2ogUJdflD3ZndkdZIci7VhWeb0jrsr oibKuBhMX0Xa3sYlE9qxqQ== 0000896415-98-000048.txt : 19980317 0000896415-98-000048.hdr.sgml : 19980317 ACCESSION NUMBER: 0000896415-98-000048 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980313 SROS: CSX SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TENNECO INC /DE CENTRAL INDEX KEY: 0001024725 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 760515284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-49743 FILM NUMBER: 98565031 BUSINESS ADDRESS: STREET 1: 1275 KING STREET CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 2038631000 MAIL ADDRESS: STREET 1: 1010 MILAM STREET STREET 2: ROOM T 2560B CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: NEW TENNECO INC DATE OF NAME CHANGE: 19961011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARROW HANLEY MEWHINNEY & STRAUSS INC CENTRAL INDEX KEY: 0000313028 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752403190 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3232 MCKINNEY AVE STREET 2: 5TH FLOOR CITY: DALLAS STATE: TX ZIP: 75204-2429 BUSINESS PHONE: 2146651900 MAIL ADDRESS: STREET 1: 3232 MCKINNEY AVE STREET 2: 15TH FLOOR CITY: DALLAS STATE: TX ZIP: 75204-2429 SC 13G/A 1 SCHEDULE 13G AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2)* Tenneco Inc. --------------------------------------------------------------- (Name of Issuer) Common Stock ---------------------------------------------------------------- (Title of Class of Securities) 88037E101 ----------------------------- (CUSIP Number) *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). Page 1 of 4 Pages CUSIP No. 88037E101 13G Page 2 of 4 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barrow, Hanley, Mewhinney & Strauss, Inc. 75-2403190 (a) [ ] 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A Nevada corporation 5. SOLE VOTING POWER NUMBER OF 3,683,510 shares SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 14,605,490 shares EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON 18,289,000 shares WITH 8. SHARED DISPOSITIVE POWER ---- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,289,000 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.7% 12. TYPE OF REPORTING PERSON* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 4 Pages SCHEDULE 13G Item 1(a) Name of Issuer: Tenneco Inc. 1(b) Address of Issuer's Principal Executive Offices: 1275 King Street Greenwich, CT 06831 Item 2(a) Name of Person Filing: Barrow, Hanley, Mewhinney & Strauss, Inc. 2(b) Address of Principal Business Office or, if none, Residence: One McKinney Plaza 3232 McKinney Avenue, 15th Floor Dallas, TX 75204-2429 2(c) Citizenship: A Nevada corporation 2(d) Title of Class of Securities: Common Stock 2(e) CUSIP Number: 88037E101 Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b): The reporting person is an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Item 4 Ownership: 4(a) Amount beneficially owned: 18,289,000 shares 4(b) Percent of Class: 10.7% 4(c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 3,683,510 shares Page 3 of 4 Pages (ii) shared power to vote or to direct the vote: 14,605,490 shares (iii) sole power to dispose or to direct the disposition of: 18,289,000 shares (iv) shared power to dispose or to direct the disposition of: -- Item 5 Ownership of Five Percent or Less of a Class: Not Applicable. Item 6 Ownership of More than Five Percent on Behalf of Another Person: The right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock is held by certain clients of the reporting person, none of which has such right or power with respect to five percent or more of the common stock. Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable. Item 8 Identification and Classification of Members of the Group: Not Applicable. Item 9 Notice of Dissolution of Group: Not Applicable. Item 10 Certification: By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. BARROW, HANLEY, MEWHINNEY & STRAUSS, INC. By:/s/ Bryant M. Hanley, Jr. ---------------------------- Name: Bryant M. Hanley, Jr. Title: President March 13, 1998 Page 4 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----