<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Witco Corporation
---------------------------------------------------------------
(Name of Issuer)
Common Stock
---------------------------------------------------------------
(Title of Class of Securities)
977385103
-----------------------------------
(CUSIP Number)
December 31, 1998
---------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check appropriate box to designate the rule pursuant to which this Schedule is
filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*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
<PAGE>
- -----------------------
CUSIP NO. 977385103 13G
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barrow, Hanley, Mewhinney & Strauss, Inc.
752403190
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
A Nevada corporation
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 1,104,200 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
6,048,000 shares
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 7,152,200 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
---
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 7,152,200 shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 (See Instructions)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
12.4%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IA
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 4 Pages
<PAGE>
SCHEDULE 13G
- ------------
Item 1(a) Name of Issuer:
Witco Corporation
1(b) Address of Issuer's Principal Executive Offices:
One American Lane
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:
977385103
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:
7,152,200 shares
4(b) Percent of Class:
12.4%
4(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
1,104,200 shares
Page 3 of 4 Pages
<PAGE>
(ii) Shared power to vote or to direct the vote:
6,048,000 shares
(iii) Sole power to dispose or to direct the disposition of:
7,152,200 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
February 11, 1999
Page 4 of 4 Pages
