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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Tenneco Incorporated
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
88037E101
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(CUSIP Number)
December 31, 1998
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(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
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CUSIP No. 88037E101 13G
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barrow, Hanley, Mewhinney & Strauss, Inc.
752403190
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(a) [_]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
A Nevada corporation
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5. SOLE VOTING POWER
NUMBER OF 5,104,460 shares
SHARES -------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 16,101,820 shares
EACH -------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 21,206,280 shares
WITH -------------------------------------------------
8. SHARED DISPOSITIVE POWER
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,206,280 shares
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) [_]
12.5%
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12. TYPE OF REPORTING PERSON (See Instructions)
IA
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Page 2 of 4 Pages
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SCHEDULE 13G
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Item 1(a) Name of Issuer:
Tenneco Incorporated
1(b) Address of Issuer's Principal Executive Offices:
1275 Kin Street
Greenwich, CT 06931
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:
21,206,280 shares
4(b) Percent of Class:
12.5%
4(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
5,104,460 shares
Page 3 of 4 Pages
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(ii) Shared power to vote or to direct the vote:
16,101,820 shares
(iii) Sole power to dispose or to direct the disposition of:
21,206,280 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
