SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Catellus Development Corporation
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(Name of Issuer)
Common Stock
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(Title of Class and Securities)
149111106
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(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)
November 17, 1999
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(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. 149111106 13D
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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) SOURCE OF FUNDS
OO: Funds of investment advisory clients
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
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:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 9,748,700 shares
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(8) SHARED OR NO VOTING POWER
(Includes Non-Discretionary)
: 8,889,800 shares (Shared)
2,416,400 shares (None)
--------------------------------
:(9) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: 12,114,100 shares
--------------------------------
:(10) SHARED OR NO DISPOSITIVE
POWER
: 8,889,800 shares (Shared)
51,000 shares (None)
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Discretionary & Non-discretionary Accounts)
21,054,900 shares
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES X See Item 5
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
19.7%
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(14) TYPE OF REPORTING PERSON
IA
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CUSIP No. 149111106 13D
- -------------------------------------------------------------------
(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) SOURCE OF FUNDS
OO: None
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
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:(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
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 2 )
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
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(14) TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer
The class of equity security to which this statement on
Schedule 13D relates is the common stock (the "Securities") of
Catellus Development Corporation, a Delaware corporation (the
"Issuer"). The Issuer has its principal executive offices located
at 201 Mission Street, San Francisco, CA 94105.
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 Funds Trust ("Longleaf"), a registered investment
company organized as a Massachusetts business trust and having four
series or portfolios. Two of those series, Longleaf Partners
Small-Cap Fund and Longleaf Partners Realty Fund, are owners of the
Securities. Neither Fund nor any other managed account owns as
much as 5% of the Securities outstanding.
The Securities of the Issuer reported in Item 5 herein
were acquired on behalf of and for the benefit of the various
client accounts, including the two series of Longleaf Partners
Funds Trust, under discretionary authority granted Southeastern or
in connection with accounts which have not granted discretionary
authority but which acquired the Securities on the basis of
Southeastern's recommendation. 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. Each account
holds the Securities registered to it separately, and no account
has any ownership interests in the Securities held by any other
account.
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 Realty 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 Realty 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 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 Longleaf Partners Funds Trust are set forth in Schedule I.
Item 3. Source and Amount of Funds or Other Consideration
Southeastern's clients used approximately $ 329,125,547
in the aggregate to purchase the Securities deemed to be
beneficially owned by Southeastern. All assets used to purchase
Securities were assets of accounts of Southeastern's investment
advisory clients, including the Longleaf Partners Funds. None of
the proceeds used to purchase the Securities were provided through
borrowings of any nature.
Item 4. Purpose of Transaction
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 and/or voting power or non-discretionary
investment and/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 for both discretionary and non-discretionary accounts
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 on behalf of certain investment advisory
clients.
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 has been contacted by
several third parties interested in discussing the possibility of
an acquisition of the Securities of Southeastern's clients in a
transaction which could include an acquisition of all outstanding
Securities of the Issuer. To obtain the flexibility to discuss
these possible transactions with the respective third parties and
with the Issuer's management, Southeastern is accordingly
converting its ownership filing on Schedule 13G to a filing on
Schedule 13D. Such conversion should not be interpreted as an
indication that Southeastern has changed its position with respect
to being supportive of management of the Issuer or initiated these
contacts. Instead, this conversion is intended to provide
Southeastern with the flexibility to listen to and discuss these
proposals with the respective third parties and with management of
the Issuer, as a means of fulfilling its fiduciary duties to its
clients.
As the result of this filing on Schedule 13D, and
depending on the circumstances, Southeastern and its clients could
support one or more of the transactions described in clauses (a)
through (c) and clauses (e) through (j) of Item 4 of the Schedule
13D form, which are as follows:
(a). The acquisition by any person of additional
securities of the issuer, or the disposition of
securities of the Issuer.
(b). An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
issuer or any of its subsidiaries.
(c). A sale or transfer of a material amount of assets of
the issuer or any of its subsidiaries.
(d). Not applicable. The filing parties have no present
plans to propose any change in the present board of
directors or management of the issuer, including any
plans or proposals to change the number or term of
directors or to fill any vacancies on the board.
(e). Any material change in the present capitalization or
dividend policy of the issuer.
(f). Any other material change in the issuer's business
or corporate structure.
(g). Changes in the issuer's charter, bylaws or other
instruments corresponding thereto.
(h). Causing a class of securities of the issuer to be
de-listed from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association.
(i). A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to
Section 12(g) of the Act.
(j). Any action similar to any of those enumerated above.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities to
which this Schedule 13D relates is 21,054,900 shares of the common
stock of the Issuer, constituting approximately 19.7% of the
107,141,805 shares of Common Stock outstanding at November 10,
1999, as reported in the Issuer's Form 10-Q for the quarter ended
September 30, 1999, as follows:
Common % of outstanding
Shares Common Shares
Held
- ---------------------------------------------------------------
Voting Authority
Discretionary: 9,748,700 9.1%
Shared: 8,889,800* 8.3%
None: 2,416,400** 2.3%
Total 21,054,900 19.7%
*Consists of 4,680,000 shares owned by Longleaf Partners Small-Cap
Fund, and 4,209,800 shares owned by Longleaf Partners Realty Fund,
which are series of Longleaf Partners Funds Trust, an open-end
management investment company registered under the Investment
Company Act of 1940.
**Does not include 1,069,800 shares held by two non-discretionary
accounts over which the filing parties have neither voting nor
dispositive authority. Beneficial ownership is expressly
disclaimed with respect to these shares.
Dispositive Authority
Discretionary: 12,114,100 11.3%
Shared: 8,889,800* 8.3%
None: 51,000** 0.05%
Total 21,054,900 19.7%
*Consists of 4,680,000 shares owned by Longleaf Partners Small-Cap
Fund, and 4,209,800 shares owned by Longleaf Partners Realty Fund,
which are series of Longleaf Partners Funds Trust, an open-end
management investment company registered under the Investment
Company Act of 1940.
**Does not include 1,069,800 shares held by two non-discretionary
accounts over which the filing parties have neither voting nor
dispositive authority. Beneficial ownership is expressly
disclaimed with respect to these shares.
(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, as set forth
above, 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 the two Series of Longleaf are reported in
the "shared" category.
(c) There have been no purchase or sale transactions in
the Securities during the past sixty days.
(d) The private 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. No client has an interest that relates to
more than 5% of the Securities. 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 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. and the Trustees and Officers
of Longleaf Partners Funds.
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: November 17, 1999
SOUTHEASTERN ASSET MANAGEMENT, INC.
By /s/ Charles D. Reaves
- --------------------------
Charles D. Reaves
Vice President & General
Counsel
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 13D with respect
to the common stock of Catellus Development Corporation, and
further agree that this joint filing agreement be included in this
filing. In evidence thereof, the undersigned hereby execute this
Agreement on the 17th day of November, 1999
SOUTHEASTERN ASSET MANAGEMENT, INC.
By /s/ Charles D. Reaves
- --------------------------
Charles D. Reaves
Vice President & General
Counsel
O. MASON HAWKINS (Individually)
/s/ O. Mason Hawkins
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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 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
G. Staley Cates Director; President
Frank N. Stanley, III Director; Vice President
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
