-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SqEbttT20qpRg5MPdI4dYbMycGRqDhOFlhhLMzBCKB7/PqyCymLg56Med1g5G9z7 Z/qpmht6MFAAW1xufSEwug== 0001099281-04-000052.txt : 20040212 0001099281-04-000052.hdr.sgml : 20040212 20040212161015 ACCESSION NUMBER: 0001099281-04-000052 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CATELLUS DEVELOPMENT CORP CENTRAL INDEX KEY: 0001228862 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 942953477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79574 FILM NUMBER: 04591792 BUSINESS ADDRESS: STREET 1: 201 MISSION STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 MAIL ADDRESS: STREET 1: 201 MISSION STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: CATELLUS SUBCO INC DATE OF NAME CHANGE: 20030424 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THIRD AVENUE MANAGEMENT LLC CENTRAL INDEX KEY: 0001099281 IRS NUMBER: 010690900 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 622 THIRD AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128885222 MAIL ADDRESS: STREET 1: 622 THIRD AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: EQSF ADVISERS INC DATE OF NAME CHANGE: 19991118 SC 13G/A 1 catellus2004.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) CATELLUS DEVELOPMENT CORP. ------------------------------------------------------ (NAME OF ISSUER) COMMON STOCK, $.01 PAR VALUE PER SHARE ------------------------------------------------------ (TITLE OF CLASS OF SECURITIES) 149113102 ------------------------------------------------------ (CUSIP NUMBER) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) 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). - - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS THIRD AVENUE MANAGEMENT LLC (EIN 01-0690900) - - ------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - - ------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------ 3 SEC USE ONLY - - ------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------ 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE LIMITED LIABILITY COMPANY - - ------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------ 5 SOLE VOTING POWER 5,923,062 NUMBER OF --------------------------------------------------------------- --------------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY NONE --------------------------------------------------------------- --------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 7,961,925 --------------------------------------------------------------- --------------------------------------------------------------- WITH 8 SHARED DISPOSITIVE POWER NONE - - ------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,961,925 - - ------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - - ------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.65% - - ------------------------------------------------------------------------------ - - ------------------------------------------------------------------------------ 12 TYPE OF REPORTING PERSON* IA - - ------------------------------------------------------------------------------ ITEM 1. (A) NAME OF ISSUER: Catellus Development Corp. (the "Issuer"). (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES OR,IF NONE, RESIDENCE: 201 Mission Street, San Fancisco, CA 94105 ITEM 2. (A) NAME OF PERSON FILING: This schedule is being filed by Third Avenue Management LLC ("TAM"). (TAM is sometimes referred to hereinafter as "Filer"). (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE: The address of the principal executive office of TAM is: 622 Third Avenue, 32nd Floor, New York, New York 10017. (C) CITIZENSHIP: The citizenship or place of organization of the reporting person is as follows: Delaware Limited Liability Company. (D) TITLE OF CLASS OF SECURITIES: Common Stock, $.01 par value per share. (E) CUSIP NUMBER: 149113102 ITEM 3. IF THIS STATEMENT IS BEING FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (E) Investment Adviser. TAM is a registered under Section 203 of the Investment Advisers Act of 1940. ITEM 4. OWNERSHIP. (a) & (b) TAM beneficially owns 7,961,925 shares, or 8.65% of the class of securities of the issuer. (c) (i) 5,923,062 (ii) Not applicable. (iii) 7,961,925 (iv) Not applicable. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Third Avenue Small-Cap Value Portfolio of the Met Investors Series Trust, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 313.445 of the shares reported by TAM, Third Avenue Real Estate Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 2,428,149 of the shares reported by TAM, Third Avenue Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 1,134,196 of the shares reported by TAM, Third Avenue Value Portfolio of the Aegon/Transamerica Series Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 372,507 of the shares reported by TAM, AXP Partners Small-Cap Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 312,400 of the shares reported by TAM, Third Avenue Value Portfolio of the Third Avenue Variable Series Trust, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of 307.287 of the shares reported by TAM, AXP Variable Portfolio Partners Small Cap Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of 43,234 of the shares reported by TAM, SunAmerica Focus Value Portfolio of the SunAmerica Seasons Series, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of 120,063 of the shares reported by TAM, SunAmerica Focused Multi-Cap Value Fund of the SunAmerica Style Select Series, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of 1,563,166 of the shares reported by TAM, Touchstone Third Avenue Value Portfolio of the Touchstone Variable Series Trust, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of 67,756 of the shares reported by TAM, and various separately managed accounts for whom TAM acts as investment advisor have the right to receive dividends from, and the proceeds of the sale of 1,299,722 of the shares reported by TAM. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. 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 purposes or effect. SIGNATURE 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 12, 2004 --------------------------- (Date) THIRD AVENUE MANAGEMENT LLC BY:/S/ MARTIN J. WHITMAN ------------------------ Martin J. Whitman Chairman and Co-Chief Investment Officer -----END PRIVACY-ENHANCED MESSAGE-----