FIRST PACIFIC ADVISORS, INC.
11400 WEST OLYMPIC BOULEVARD - SUITE 1200 - LOS ANGELES, CALIFORNIA 90064
WRITER'S DIRECT DIAL NUMBER
(310) 996-5458
February 5, 1999
VIA EDGAR
Filer Support
U.S. Securities and Exchange Commission
Operations Center, Stop 0-7
6432 General Green Way
Alexandria, VA 22312
Re: Schedule 13G
Relating to the Ownership of The Gymboree Corporation
Gentlemen:
Enclosed herewith pursuant to Rule 13d-1(b) of the Securities Exchange Act of
1934 is one (1) copy of Schedule 13G for the period ended December 31, 1998
which has been filed through the EDGAR system. No filing fee is required.
If you have any questions regarding this filing, please contact the undersigned.
Sincerely,
/s/ J. Richard Atwood
J. Richard Atwood
Senior Vice President
JRA:vb
Enclosures
FPA CAPITAL FUND, INC.
11400 WEST OLYMPIC BOULEVARD - SUITE 1200 - LOS ANGELES, CALIFORNIA 90064
WRITER'S DIRECT DIAL NUMBER
(310) 996-5458
February 5, 1999
VIA EDGAR
Filer Support
U.S. Securities and Exchange Commission
Operations Center, Stop 0-7
6432 General Green Way
Alexandria, VA 22312
Re: Schedule 13G
Relating to the Ownership of The Gymboree Corporation
Gentlemen:
Enclosed herewith pursuant to Rule 13d-1(b) of the Securities Exchange Act of
1934 is one (1) copy of Schedule 13G for the period ended December 31, 1998
which has been filed through the EDGAR system. No filing fee is required.
If you have any questions regarding this filing, please contact the undersigned.
Sincerely,
/s/ J. Richard Atwood
J. Richard Atwood
Treasurer
JRA:vb
Enclosures
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
The Gymboree Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
403777105
(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).
PAGE 1 OF 7 PAGES
CUSIP No. 403777105
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Pacific Advisors, Inc.
04-3118452
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
N/A (B) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
(5) SOLE VOTING POWER
-0-
NUMBER OF
SHARES (6) SHARED VOTING POWER
BENEFICIALLY 636,400
OWNED BY EACH
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH -0-
(8) SHARED DISPOSITIVE POWER
2,747,900
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,747,900
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.4
12) TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 2 OF 7 PAGES
ITEM 1(a) NAME OF ISSUER.
The Gymboree Corporation
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
700 Airport Boulevard, Suite 200, Burlingame, CA 94010-1912
ITEM 2(a) NAME OF PERSON FILING.
First Pacific Advisors, Inc.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE.
11400 West Olympic Boulevard, Suite 1200, Los Angeles, CA 90064
ITEM 2(c) CITIZENSHIP OR PLACE OF ORGANIZATION.
Massachusetts
ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock
ITEM 2(e) CUSIP NUMBER.
403777105
ITEM 3 REPORTING PERSON.
See Item 12 on cover page
ITEM 4 OWNERSHIP.
See Items 5 - 11 on cover page
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
PAGE 3 OF 7 PAGES
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS 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
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 my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
February 5, 1999
Date
/s/ J. Richard Atwood
Signature
J. Richard Atwood, Senior Vice President
Name/Title
PAGE 4 OF 7 PAGES
CUSIP No. 403777105
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FPA Capital Fund, Inc.
94-1632697
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
N/A (B) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
(5) SOLE VOTING POWER
1,700,000
NUMBER OF
SHARES (6) SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY EACH
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH -0-
(8) SHARED DISPOSITIVE POWER
1,700,000
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,700,000
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0
12) TYPE OF REPORTING PERSON*
IV
*SEE INSTRUCTION BEFORE FILLING OUT!
PAGE 5 OF 7 PAGES
ITEM 1(a) NAME OF ISSUER.
The Gymboree Corporation
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
700 Airport Blvd., Suite 200, Burlingame, CA 94010-1912
ITEM 2(a) NAME OF PERSON FILING.
FPA Capital Fund, Inc.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE.
11400 West Olympic Boulevard, Suite 1200, Los Angeles, CA 90064
ITEM 2(c) CITIZENSHIP OR PLACE OF ORGANIZATION.
Maryland
ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock
ITEM 2(e) CUSIP NUMBER.
403777105
ITEM 3 REPORTING PERSON.
See Item 12 on cover page
ITEM 4 OWNERSHIP.
See Items 5 - 11 on cover page
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
PAGE 6 OF 7 PAGES
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS 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
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 my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
February 5, 1999
Date
/s/ J. Richard Atwood
Signature
J. Richard Atwood, Treasurer
Name/Title
PAGE 7 OF 7 PAGES
