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UNITED STATES * * * * * * * * * * * * * * * *
SECURITIES AND EXCHANGE COMMISSION * OMB APPROVAL *
WASHINGTON, D.C. 20549 * --------------------------- *
* OMB Number: 3235-0145 *
* Expires: August 31, 1991 *
* Estimated average burden *
* hours per response...14.90 *
* * * * * * * * * * * * * * * *
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Mac Frugal's Bargains * Close-outs Inc.
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(NAME OF ISSUER)
Common Stock
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(TITLE OF CLASS OF SECURITIES)
554152108
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(CUSIP NUMBER)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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 the
disclosures provided in a prior cover page.
The information required in 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).
SEC 1745 (10-88) Page 1 of 7 pages
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SCHEDULE 13G -- MAC FRUGAL'S BARGAINS * CLOSE-OUTS INC.
AMENDMENT NO. 3
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CUSIP No. 554152108 13G
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(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
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: (5) SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON WITH : (Discretionary Accounts)
: 2,895,023 shares
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: (6) SHARED OR NO VOTING POWER
: Total -- 614,500 shares
: 455,000 shares (Shared)
: 159,500 shares (No Vote)
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: (7) SOLE DISPOSITIVE POWER
: 3,035,023 shares
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: (8) SHARED OR NO DISPOSITIVE POWER
: Total -- 474,500 shares
: Shared -- 455,000 shares
: None -- 19,500 shares
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Discretionary & Non-discretionary Accounts)
3,509,523 shares
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.3%
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(12) TYPE OF REPORTING PERSON
IA
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SCHEDULE 13G -- MAC FRUGAL'S BARGAINS * CLOSE-OUTS INC.
AMENDMENT NO. 3
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CUSIP No. 554152108 13G
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(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
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: (5) SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH : (Discretionary Accounts)
REPORTING PERSON WITH : None
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: (6) SHARED VOTING POWER
: None
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: (7) SOLE DISPOSITIVE POWER
: None
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: (8) SHARED DISPOSTIIVE POWER
: None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 3)
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
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(12) TYPE OF REPORTING PERSON
IN
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SCHEDULE 13G -- MAC FRUGAL'S BARGAINS * CLOSE-OUTS INC.
AMENDMENT NO. 3
Item 1.
(a) Name of Issuer: Mac Frugal's Bargains * Close-Outs Inc. ("Issuer")
(b) Address of Issuer's Principal Executive Offices:
2430 East Del Amo Blvd.
Dominguez, CA 90220
Item 2.
(a) and (b) Names and Principal Business Addresses of Persons Filing:
(1) Southeastern Asset Management, Inc.
6075 Poplar Avenue; Suite 900
Memphis, TN 38119
(2) Mr. O. Mason Hawkins
Chairman of the Board and C.E.O.
Southeastern Asset Management, Inc.
6075 Poplar Avenue; Suite 901
Memphis, TN 38119
(c) Citizenship:
Southeastern Asset Management, Inc. -- A Tennessee corporation
Mr. O. Mason Hawkins -- U.S. Citizen
(d) Title of Class of Securities: Common Stock (the "Securities").
(e) Cusip Number: 554152108
Item 3. If this statement is filed pursuant to Rules 13d-1 (b) or 13d-2 (b),
check whether the person filing is a:
(e) Investment Advisor registered under Section 203 of the Investment
Advisers Act of 1940. This statement is being filed by Southeastern
Asset Management, Inc. as a registered investment adviser. All of the
securities covered by this report are owned legally by Southeastern's
investment advisory clients and none are owned directly or indirectly
by Southeastern. As permitted by Rule 13d-4, the filing of this
statement shall not be construed as an admission that Southeastern
Asset Management, Inc. is the
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SCHEDULE 13G -- MAC FRUGAL'S BARGAINS * CLOSE-OUTS INC.
AMENDMENT NO. 3
beneficial owner of any of the securities covered by this
statement.
(g) Parent Holding Company. This statement is also being filed by Mr.
O. Mason Hawkins, Chairman of the Board and C.E.O. of Southeastern
Asset Management, Inc. in the event he could be deemed to be a
controlling person of that firm as the result of his official
positions with or ownership of its voting securities. The
existence of such control is expressly disclaimed. Mr. Hawkins
does not own directly or indirectly any securities covered by this
statement for his own account. As permitted by Rule 13d-4, the
filing of this statement shall not be construed as an admission
that Mr. Hawkins is the beneficial owner of any of the securities
covered by this statement.
ITEM 4. OWNERSHIP:
(a) Amount Beneficially Owned:
3,509,523 shares
(b) Percent of Class:
12.3%
Above percentage is based on 28,437,867 shares of Common Stock
outstanding as reported in the Issuer's Form 10-Q dated August 28,
1994.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
2,895,023 shares
(ii) shared or no power to vote or to direct the vote:
Total -- 614,500 shares
Shared -- 455,000 shares. Includes Securities owned by
Longleaf Partners Fund, a series of Longleaf Partners
Funds Trust (formerly Southeastern Asset Management
Funds Trust), an open-end management investment
company registered under the Investment Company Act of
1940, having two separate series or portfolios.
No power to vote: 159,500 shares
(iii) Sole power to dispose or to direct the
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SCHEDULE 13G -- MAC FRUGAL'S BARGAINS * CLOSE-OUTS INC.
AMENDMENT NO. 3
disposition of:
3,035,023
(iv) shared or no power to dispose or to direct the disposition
of:
Total -- 474,500 shares
Shared -- 455,000 shares. Includes Securities owned by
Longleaf Partners Fund, a series of Longleaf Partners Funds
Trust (formerly Southeastern Asset Management Funds Trust),
an open-end management investment company registered under
the Investment Company Act of 1940, having two separate
series of portfolios.
None -- 19,500 shares
Item 5. Ownership of Five Percent or Less of a Class: N/A
Item 6. Ownership of More Than Five Percent on Behalf of Another Person: N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company: N/A
Item 8. Identification and Classification of Member of the Group: N/A
Item 9. Notice of Dissolution of Group: N/A
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose 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 purposes
or effect.
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SCHEDULE 13G -- MAC FRUGAL'S BARGAINS * CLOSE-OUTS INC.
AMENDMENT NO. 3
Signatures
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: November 10, 1994
SOUTHEASTERN ASSET MANAGEMENT, INC.
By /s/ CHARLES D. REAVES
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Charles D. Reaves
Vice President and General Counsel
O. MASON HAWKINS, INDIVIDUALLY
/s/ O. MASON HAWKINS
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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 10th day of November, 1994.
SOUTHEASTERN ASSET MANAGEMENT, INC.
By /s/ CHARLES D. REAVES
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Charles D. Reaves
Vice President and General Counsel
O. MASON HAWKINS, INDIVIDUALLY
/s/ O. MASON HAWKINS
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