SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Excel Legacy Corporation
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(Name of Issuer)
Common Stock
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(Title of Class and Securities)
300665106
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(CUSIP Number of Class of Securities)
* 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 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).
(Continued on following page(s))
CUSIP No. 300665106 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
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) SHARED OR NO VOTING POWER
: 16,880,000 shares
: See Item 4(a)
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:(7) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: None
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:(8) SHARED DISPOSITIVE POWER
: 16,880,000 shares
: See Item 4(a)
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Discretionary & Non-discretionary Accounts)
16,880,000 shares
See Item 4(a)
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES -X- See Items 4(c)(ii) and (iv)
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
35.1%
See Item 4(b)
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(12) TYPE OF REPORTING PERSON
IA
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CUSIP No. 300665106 13G
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(1) NAMES OF REPORTING PERSONS
Longleaf Partners Realty Fund I.D. No. 62-1616883
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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
Massachusetts business trust
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:(5) SOLE VOTING POWER
None
NUMBER OF SHARES BENEFICIALLY :
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) SHARED VOTING POWER
: 16,880,000 shares
See Item 4(a)
--------------------------------
:(7) SOLE DISPOSITIVE POWER
: None
--------------------------------
:(8) SHARED DISPOSITIVE POWER
: 16,880,000 shares
: See Item 4(a)
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,880,000 shares
See Item 4(a)
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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
35.1%
See Item 4(b)
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(12) TYPE OF REPORTING PERSON
IV
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CUSIP No. 300665106 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
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) SHARED VOTING POWER
: None
--------------------------------
:(7) SOLE DISPOSITIVE POWER
: None
--------------------------------
:(8) SHARED DISPOSITIVE 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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Item 1.
(a). Name of Issuer: Excel Legacy Corporation ("Issuer")
(b). Address of Issuer's Principal Executive Offices:
16955 Via Del Campo, Suite 100
San Diego, CA 92127
Item 2.
(a) and (b). Names and Principal Business Addresses of Persons
Filing:
(1). Southeastern Asset Management, Inc.
6410 Poplar Ave., Suite 900
Memphis, TN 38119
(2). Longleaf Partners Realty Fund, a series of Longleaf
Partners Funds Trust
6410 Poplar Ave., Suite 900
Memphis, TN 38119
(3). Mr. O. Mason Hawkins
Chairman of the Board and C.E.O.
Southeastern Asset Management, Inc.
6410 Poplar Ave., Suite 900
Memphis, TN 38119
(c). Citizenship:
Southeastern Asset Management, Inc. - A Tennessee
corporation
Longleaf Partners Realty Fund, a series of Longleaf
Partners Funds Trust, a Massachusetts business trust.
Mr. O. Mason Hawkins - U.S. Citizen
(d). Title of Class of Securities: Common Stock (the
"Securities").
(e). Cusip Number: 300665106
Item 3. If this statement is filed pursuant to Rules 13d-1 (b) or
13d-2 (b), check whether the person filing is a:
(d). Investment Company registered under Sec. 8 of the
Investment Company Act- Longleaf Partners Realty Fund, a
series of Longleaf Partners Funds Trust.
(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 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: (At 12/31/98)
Longleaf Partners Realty Fund acquired 14,600,000 shares
(68.6%) of the Series A Liquidating Preference Stock (the
"Preference Stock") in a private placement which closed
on March 31, 1998. The Preference Stock is not yet
registered under Sec. 12 of the Securities Exchange Act
of 1934. Accordingly, pursuant to Subsection (d) of Rule
13d-1, there is no requirement that a Schedule 13G be
filed with respect to the Preference Stock. However, the
Preference Stock is convertible into the common stock on
a share for share basis. At December 31, 1998, the filing
parties also beneficially owned 2,280,000 shares (6.8%)
of the common stock. This Schedule 13G is filed with
respect to the common stock and includes the Preference
Stock owned as though it had been converted to common
stock because of the conversion right, as required by the
provisions of Subsection (d) of Rule 13d-3.
(b). Percent of Class: Percentages shown below are based on
33,457,804 shares of common stock and 21,281,000 shares
of the Preference Stock outstanding at 12/07/98.
(1). 35.1% of the common stock, assuming that the shares
of the Preference Stock deemed to be beneficially owned
by the filing parties had been converted to common stock
but that none of the other issued and outstanding shares
of the Preference Stock had been so converted.
(2). 30.8% of the common stock, assuming that all issued
and outstanding shares of the Preference Stock deemed to
be beneficially owned by the filing parties as well as
all other issued and outstanding shares of the Preference
Stock had been converted to common stock.
(3). 6.8% of the common stock, without reference to any
shares of the Preference Stock.
(4). 68.6% of the Preference Stock, without reference to
any shares of the common stock.
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: None
(ii). Shared power to vote or to direct the vote:
Shared - 2,280,000 shares of common stock and
14,600,000 shares of the Series A Liquidating
Preference Stock, consisting of securities owned
by Longleaf Partners Realty Fund, a series of
Longleaf Partners Funds Trust, an open-end
management investment company registered under the
Investment Company Act of 1940.
The above totals do not include 1,829,300 shares
of common stock held be a completely non-
discretionary account over which the filing
parties have neither voting nor investment
discretionary power, and for which beneficial
ownership is expressly disclaimed.
(iii). Sole power to dispose or to direct the disposition
of: None
(iv). Shared power to dispose or to direct the
disposition of: 2,280,000 shares of common stock
and 14,600,000 shares of the Series A Liquidating
Preference Stock, consisting of securities owned
by Longleaf Partners Realty Fund, a series of
Longleaf Partners Funds Trust, an open-end
management investment company registered under the
Investment Company Act of 1940.
The above totals do not include 1,829,300 shares
of common stock held be a completely non-
discretionary account over which the filing
parties have neither voting nor investment
discretionary power, and for which beneficial
ownership is expressly disclaimed.
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 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 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.
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: February 9, 1999
Southeastern Asset Longleaf Partners Realty Fund
Management, Inc.
By /s/ Charles D. Reaves By /s/ Charles D. Reaves
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Charles D. Reaves Charles D. Reaves
Vice President and Executive Vice President
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 9th day of February, 1999.
Southeastern Asset Longleaf Partners Realty Fund
Management, Inc.
By /s/ Charles D. Reaves By /s/ Charles D. Reaves
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Charles D. Reaves Charles D. Reaves
Vice President and Executive Vice President
General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
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