-----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, TxG3UFXwy9SYbfVNicXlbcMV/irBgFHxeLgDQCuvU+Ly+86KmVjKwNMlyBmgTdHp e4DFy6IYU+xKMsp7T25E0Q== 0000807985-99-000084.txt : 19991118 0000807985-99-000084.hdr.sgml : 19991118 ACCESSION NUMBER: 0000807985-99-000084 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991117 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CATELLUS DEVELOPMENT CORP CENTRAL INDEX KEY: 0000865937 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 942953477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41228 FILM NUMBER: 99759353 BUSINESS ADDRESS: STREET 1: 201 MISSION ST CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4159744500 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHEASTERN ASSET MANAGEMENT INC/TN/ CENTRAL INDEX KEY: 0000807985 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 620951781 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6075 POPLAR AVENUE STE 900 CITY: MEMPHIS STATE: TN ZIP: 38119 BUSINESS PHONE: 9017612474 MAIL ADDRESS: STREET 1: 6075 POPLAR AVENUE STE 900 STREET 2: STE 301 CITY: MEMPHIS STATE: TN ZIP: 38119 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Catellus Development Corporation ------------------------------------------ (Name of Issuer) Common Stock ------------------------------------------- (Title of Class and Securities) 149111106 -------------------------------------------- (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 ---------------------------- (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 - ------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Southeastern Asset Management, Inc. I.D. No. 62-0951781 - ------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X - ------------------------------------------------------------------- (3) SEC USE ONLY - ------------------------------------------------------------------- (4) SOURCE OF FUNDS OO: Funds of investment advisory clients - ------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee - ------------------------------------------------------------------- :(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) - ------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (Discretionary & Non-discretionary Accounts) 21,054,900 shares - ------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES X See Item 5 - ------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 19.7% - ------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IA - ------------------------------------------------------------------- CUSIP No. 149111106 13D - ------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS O. Mason Hawkins I.D. No. ###-##-#### - ------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X - ------------------------------------------------------------------- (3) SEC USE ONLY - ------------------------------------------------------------------- (4) SOURCE OF FUNDS OO: None - ------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of United States - ------------------------------------------------------------------- :(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 - ------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (See Item 2 ) - ------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES - ------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0% - ------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------- 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 - --------------------------- 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 -----END PRIVACY-ENHANCED MESSAGE-----