SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment #2)
Gulf Canada Resources Limited
___________________________________________
(Name of Issuer)
Ordinary Shares
___________________________________________
(Title of Class and Securities)
40218L305
___________________________________________
(CUSIP Number of Class of Securities)
O. Mason Hawkins
Chairman of the Board and C.E.O.
and
Charles D. Reaves
Vice President & General Counsel
Southeastern Asset Management, Inc.
6410 Poplar Avenue; Suite 900
Memphis, TN 38119
(901) 761-2474
___________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 25, 2000
___________________________________________
(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 Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check
the following box: [X]
CUSIP No. 40218L305 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
OO: Funds of investment advisory clients
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
___________________________________________________________________
:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 22,050,500 shares
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED OR NO VOTING POWER
: 24,020,560 shares (Shared)
2,129,900 shares (None)
________________________________
:(9) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: 24,180,400 shares
________________________________
:(10) SHARED DISPOSITIVE POWER
: 24,020,560 shares
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,200,960 shares
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.6%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IA
___________________________________________________________________
CUSIP No. 40218L305 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Longleaf Partners Small-Cap Fund I.D. No. 62-1376170
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
OO: Funds of investment company shareholders
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
___________________________________________________________________
:(7) SOLE VOTING POWER
:
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED VOTING POWER
: 20,936,560 shares
________________________________
:(9) SOLE DISPOSITIVE POWER
:
: None
________________________________
:(10) SHARED DISPOSITIVE POWER
: 20,936,560 shares
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,936,560 shares
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.9%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IV
___________________________________________________________________
CUSIP No. 40218L305 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Longleaf Partners International Fund I.D. No. 62-1749486
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
OO: Funds of investment company shareholders
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
___________________________________________________________________
:(7) SOLE VOTING POWER
:
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED VOTING POWER
: 3,084,000 shares
________________________________
:(9) SOLE DISPOSITIVE POWER
:
: None
________________________________
:(10) SHARED DISPOSITIVE POWER
: 3,084,000 shares
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,084,000 shares
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.87%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IV
___________________________________________________________________
CUSIP No. 40218L305 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. ###-##-####
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
OO: None
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
___________________________________________________________________
:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED VOTING POWER
: None
________________________________
:(9) SOLE DISPOSITIVE POWER
: None
________________________________
:(10) SHARED DISPOSITIVE POWER
: None
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 2 )
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
___________________________________________________________________
Item 1. Security and Issuer
The equity securities to which this statement on Schedule 13D relates
are the ordinary shares (the "Securities") of Gulf Canada Resources Limited, a
corporation formed under the Canada Business Corporations Act (the "Issuer").
The Issuer has its principal executive offices located at 401 - 9th Avenue, SW,
Calgary, Alberta T2P2H7.
Item 2. Identity and Background
Subparagraphs (a), (b), and (c). This statement is being filed by
Southeastern Asset Management, Inc. ("Southeastern"), an investment advisor
registered with the Securities & Exchange Commission under the Investment
Advisers Act of 1940, as amended. The address of its principal office is 6410
Poplar Avenue, Suite 900, Memphis, Tennessee 38119. Southeastern serves as an
investment advisor to various individual clients, institutions(including
qualified retirement plans), endowment funds and to Longleaf Partners Small-Cap
Fund and Longleaf Partners International Fund, each a series of Longleaf
Partners Funds Trust, a registered investment company organized as a
Massachusetts business trust and having four series or portfolios. Longleaf
Partners Small-Cap Fund and Longleaf Partners International Fund, which are
joint filers of this Schedule 13D, may be reached c/o Southeastern Asset
Management, Inc., 6410 Poplar Avenue, Suite 900, Memphis, Tennessee 38119.
The Securities of the Issuer reported in Item 5 herein were acquired
on behalf of the investment advisory clients of Southeastern Asset Management,
Inc., including Longleaf Partners Small-Cap Fund and Longleaf Partners
International Fund, under sole or shared discretionary authority granted
Southeastern. None of the Securities are owned by or on behalf of Southeastern
or by any of its directors or officers, or any Trustees or officers of
Longleaf.
This statement is also being filed by Mr. O. Mason Hawkins, Chairman of the
Board and Chief Executive Officer of Southeastern, in the event he could be
deemed to be an indirect beneficial owner of the Securities reported by
Southeastern through the exercise of voting control and/or dispositive power
over the Securities as the result of his official positions or ownership of
voting securities of Southeastern. Neither Southeastern nor Mr. Hawkins owns
any Securities for its or his own account and each disclaims beneficial
interest in any of the Securities reported herein.
(d) During the last five years, neither Southeastern, Longleaf
Partners Small-Cap Fund, Longleaf Partners International Fund, nor Mr. Hawkins
has been convicted in any criminal proceeding.
(e) During the last five years, neither Southeastern, Longleaf
Partners Small-Cap Fund, Longleaf Partners International Fund, nor Mr. Hawkins
has been a party to any civil or administrative proceeding involving any
alleged violations of any securities laws.
(f) Southeastern is a corporation organized and existing under the
laws of the State of Tennessee; Longleaf Partners Funds Trust, of which
Longleaf Partners Small-Cap Fund and Longleaf Partners International Fund are
series, is a Massachusetts business trust. Mr. Hawkins is a citizen of the
United States. The names, business addresses, and principal occupations of
each director and executive officer of Southeastern, and each Trustee and
executive officer of Longleaf Partners Small-Cap Fund and Longleaf Partners
International Fund, are set forth in Schedule I.
Item 3. Source and Amount of Funds or Other Consideration
The respective investment advisory clients of Southeastern used approximately
$153,909,633 in the aggregate to purchase the Securities reported in this
filing. All assets used to purchase Securities were assets of these respective
clients and none were assets of Southeastern. In addition, none of the proceeds
used to purchase the Securities were provided through borrowings of any nature.
Item 4. Purpose of Transaction
Southeastern has filed this Amendment #2 to its Schedule 13D as a
result of a decline in beneficial ownership by its accounts of more than 1%
since the filing of its amended 13D on August 25, 2000. This decline is a
result of sale by Southeastern of 5,899,300 shares of the Securities for
certain accounts in the ordinary course of business (pursuant to rebalancing
and adjusting certain client portfolios). There have been no modifications to
this Schedule 13D other than changes in connection with a change in the number
and percentage of Securities owned.
The Securities reported in this filing have been purchased and held
for investment purposes on behalf of client accounts over which Southeastern
has either sole or shared discretionary investment or voting power. The
Securities are reported by Southeastern and by Mr. O. Mason Hawkins, Chairman
of the Board and Chief Executive Officer in the event that either should be
deemed to be a member of a group under Section 13(d)(3) or the beneficial owner
of these Securities under the provisions of subparagraph (b)of Rule 13d-3 under
the Securities Exchange Act of 1934. Beneficial ownership on the part of
Southeastern and Mr. Hawkins as members of a group or as beneficial owners is
expressly disclaimed, as permitted by Rule 13d-4. All purchases of Securities
were made for investment purposes only, in the ordinary course of business of
Southeastern as a registered investment advisor. Southeastern may purchase
additional Securities on behalf of clients in the future, or may sell all or a
part of the current holdings of the Securities.
Southeastern is engaged in the business of investment management of
its clients' assets and pursues an investment philosophy of identifying
undervalued situations and acquiring positions in undervalued companies on
behalf of its clients. In pursuing this investment philosophy, Southeastern
analyzes the operations, capital structure and markets of companies in which
its
clients invest and continuously monitors the business operations of such
companies through analysis of financial statements and other public documents,
through discussions with knowledgeable industry observers, and with management
of such companies, often at management's invitation.
Southeastern qualifies as an institution which may elect to file
securities ownership reports required by the Securities Exchange Act of 1934 on
Schedule 13G and, as a routine matter, Southeastern utilizes Schedule 13G for
its reporting of the ownership positions held by its investment advisory
clients. As the result of investment analysis or the occurrence of events,
Southeastern may desire to participate in discussions with the particular
portfolio company's management or with third parties about significant matters
in which Southeastern may suggest possible courses of action to assist in
building corporate intrinsic value per share or to cause the Company's true
economic value to be recognized. In such situations, Southeastern may elect
to convert a filing on Schedule 13G to a filing on Schedule 13D in order to be
more active in corporate governance and management matters, and to have the
ability to enter into discussions with third parties concerning proposed
corporate transactions of a significant nature.
In this situation, Southeastern intends to have conversations with
the Issuer's management and/or one or more third parties regarding the
possibility of an action or transaction of the type described in clauses (a)
through (j) of Item 4 of the Schedule 13D form. To obtain the necessary
flexibility to discuss any such possible action or transaction with the
Issuer's management or with any such third parties, Southeastern converted its
ownership filing on Schedule 13G to a filing on Schedule 13D on February 29,
2000. Southeastern has thus been able to discuss any such proposals with
management of the Issuer and with the respective third parties as a means of
fulfilling its fiduciary duties to its clients. As the result of its filing on
Schedule 13D, and depending on the circumstances, Southeastern and its clients
could support one or more of the actions or transactions described in clauses
(a) through (j) of Item 4 of the Schedule 13D form.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities to which this
Schedule 13D relates is 48,200,960 shares of the ordinary shares of the Issuer,
constituting approximately 13.6% of the 353,983,524 shares outstanding.
Common % of outstanding
Shares Common Shares
Held
___________________________________________________________________
Voting Authority
Sole: 22,050,500 6.2%
Shared: 24,020,560* 6.8%
None: 2,129,900 0.6%
Total 48,200,960 13.6%
*Consists of shares owned by Longleaf Partners Small-Cap Fund (20,936,560
shares) and Longleaf Partners International Fund (3,084,000 shares), each a
series of Longleaf Partners Funds Trust, an open-end management investment
company registered under the Investment Company Act of 1940.
Dispositive Authority
Sole: 24,180,400 6.8%
Shared: 24,020,560* 6.8%
Total 48,200,960 13.6%
*Consists of shares owned by Longleaf Partners Small-Cap Fund (20,936,560
shares) and Longleaf Partners International Fund (3,084,000 shares), each a
series of Longleaf Partners Funds Trust, an open-end management investment
company registered under the Investment Company Act of 1940.
(b) Southeastern generally has the sole power to dispose of or to
direct the disposition of the Securities held for discretionary accounts of its
investment clients, and may be granted the sole power to vote or direct the
vote of such Securities; such powers may be retained by or shared with the
respective clients for shared or non-discretionary accounts, for which
Southeastern generally makes recommendations with respect thereto. Shares held
by any Series of Longleaf Partners Funds Trust are reported in the "shared"
category.
(c) All purchase and sale transactions in the Securities during the
past sixty days are set forth on Schedule II.
(d) The investment advisory clients of Southeastern have the sole
right to receive and, subject to notice, to withdraw the proceeds from the sale
of the Securities, and the sole power to direct the receipt of dividends from
any of the Securities held for their respective accounts. Such clients may
also terminate the investment advisory agreements without penalty upon
appropriate notice. Southeastern does not have an economic interest in any of
the Securities reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The powers of disposition with respect to Securities owned by
discretionary private accounts of Southeastern are established in written
investment advisory agreements between clients and Southeastern, which are
entered into in the normal and usual course of the business of Southeastern as
a registered investment advisor and which are generally applicable to all
securities purchased for the benefit of each such discretionary private
account. There are no special or different agreements relating to the
Securities of the Issuer.
The written investment advisory agreements with clients do not
contain provisions relating to borrowing of funds to finance the acquisition of
the Securities, acquisition of control, transfer of securities, joint ventures,
or any of the other transactions listed in the instructions to Item 7 of
Schedule 13D other than voting of proxies. In connection with voting,
Southeastern may be allowed or directed to vote the proxies received by
accounts classified as "discretionary" or "shared" accounts; such authority is
generally retained by the clients for accounts classified as "non-
discretionary".
Item 7. Material to be Filed as an Exhibit
Schedule I. Information with Respect to Directors and Officers of Southeastern
Asset Management, Inc., Longleaf Partners Small-Cap Fund, and Longleaf Partners
International Fund.
Schedule II. Purchase and Sale Transactions in the Past Sixty Days.
SIGNATURES
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.
Dated: September 29, 2000
SOUTHEASTERN ASSET MANAGEMENT, INC.
By /s/ Charles D. Reaves
_______________________________
Charles D. Reaves
Vice President & General Counsel
LONGLEAF PARTNERS SMALL-CAP FUND
LONGLEAF PARTNERS INTERNATIONAL FUND
By /s/ Charles D. Reaves
_______________________________
Charles D. Reaves
Executive Vice President
O. MASON HAWKINS
(Individually)
/s/ O. Mason Hawkins
_______________________________
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13G with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13G. In
evidence thereof, the undersigned hereby execute this Agreement as
of the 29th day of September, 2000.
Southeastern Asset Management, Inc.
By /s/ Charles D. Reaves
__________________________________
Charles D. Reaves
Vice President and General Counsel
Longleaf Partners Small-Cap Fund
Longleaf Partners International Fund
By /s/ Charles D. Reaves
_______________________________
Charles D. Reaves
Executive Vice President
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
_______________________________
SCHEDULE I
Information with Respect to Executive
Officers and Directors
The following information is disclosed for each of the directors and
executive officers of Southeastern: name; business address; and present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted.
Unless otherwise specified, the principal employer of each such individual
is Southeastern Asset Management, Inc., having its principal executive offices
located at 6410 Poplar Ave., Suite 900, Memphis, Tennessee 38119. Each
individual identified below is a citizen of the United States.
To the knowledge of management of Southeastern, during the last five years,
no such person has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and no such person was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he 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 law or finding any violation with respect to
such laws.
SOUTHEASTERN ASSET MANAGEMENT, INC.
Directors
O. Mason Hawkins: Director, Chairman of the Board and Chief Executive Officer
of Southeastern Asset Management, Inc.; Chairman of the Board, Chief Executive
Officer, Co-Portfolio Manager of Longleaf Partners Funds.
G. Staley Cates: Director and President of Southeastern Asset Management,
Inc.; Trustee, President and Co-Portfolio Manager Longleaf Partners Funds.
Frank N. Stanley, III: Director and Vice President of Southeastern Asset
Management, Inc.
Other Officers
James H. Barton Vice President
John B. Buford Vice President
C. T. Fitzpatrick Vice President
Lee B. Harper Vice President
Randy D. Holt Vice President and Secretary
Andrew R. McCarroll Vice President and Assistant General Counsel
E. Andrew McDermott Vice President
Joseph L. Ott Vice President and Treasurer
Charles D. Reaves Vice President and General Counsel
Deborah L. Sullivan Vice President-Trading
James E. Thompson, Jr. Vice President
LONGLEAF PARTNERS SMALL-CAP FUND
LONGLEAF PARTNERS INTERNATIONAL FUND
The following information is disclosed for each of the directors and executive
officers of Longleaf Partners Small-Cap Fund and Longleaf Partners
International Fund: name; address; and present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted. Each individual
identified below is a citizen of the United States. The address of each
individual for purposes of correspondence is c/o Southeastern Asset Management,
Inc., 6410 Poplar Avenue, Suite 900, Memphis, Tennessee 38119.
To the knowledge of management of Longleaf Partners Small-Cap Fund and
Longleaf Partners International Fund, during the last five years, no such
person has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and no such person was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he 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 law or finding any violation with respect to
such laws.
Trustees
O. Mason Hawkins: Director, Chairman of the Board and Chief Executive Officer
of Southeastern Asset Management, Inc.; Chairman of the Board, Chief Executive
Officer, Co-Portfolio Manager of Longleaf Partners Funds.
G. Staley Cates: Director and President of Southeastern Asset Management, Inc.;
Trustee, President and Co-Portfolio Manager Longleaf Partners Funds.
Chadwick H. Carpenter, Jr.: Trustee of Longleaf Partners Funds; private
investor and consultant.
Daniel W. Connell, Jr.: Trustee of Longleaf Partners Funds; Senior Vice
President-Marketing, Jacksonville Jaguars, Ltd.
Steven N. Melnyk: Trustee of Longleaf Partners Funds; private investor and
consultant.
C. Barham Ray: Trustee of Longleaf Partners Funds; Chairman of the Board and
Secretary, SSM Corporation.
Other Officers
Julie M. Douglas Executive Vice President - Operations, CFO
Lee B. Harper Executive Vice President - Marketing
Randy D. Holt Vice President
Andrew R. McCarroll Vice Pres., Secretary and Assistant General Counsel
E. Andrew McDermott Vice President and Assistant Portfolio Manager,
Longleaf Partners International Fund
Charles D. Reaves Executive Vice President; General Counsel
Frank N. Stanley, III Vice President
SCHEDULE II
PURCHASE AND SALE TRANSACTIONS IN THE LAST 60 DAYS
All transactions listed below were normal, open-market transactions
effected for Southeastern's clients on either the New York or the Toronto Stock
Exchange. Price per share excludes commissions.
Transaction Type Date Quantity Price Per Share
Sale 08-18-00 686,500 $5.3808
Sale 08-21-00 650,000 $5.2678
Sale 08-22-00 328,700 $5.3348
Sale 08-23-00 234,800 $5.4598
Sale 08-28-00 2,725,000 $5.5848
Sale 09-12-00 658,300 $5.9657
Sale 09-21-00 116,000 $5.3773
Sale 09-25-00 1,000,000 $4.9570
Sale 09-26-00 400,000 $5.3250
Sale 09-27-00 1,000,000 $5.3099
In addition, on August 9, 2000, Southeastern no longer had investment
discretion with respect to 1,166,000 shares.
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GOU13D2.doc
