-----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, LwCOxBWIOiJKFmyeyDddki2BSWeQCN/Vf7wwyZzdmltNsoWvJHpuayz/nlBvkcJx LETlw1sqMo6QY5fJQdL+1A== 0000807985-99-000052.txt : 19990211 0000807985-99-000052.hdr.sgml : 19990211 ACCESSION NUMBER: 0000807985-99-000052 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXCEL LEGACY CORP CENTRAL INDEX KEY: 0001050671 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT) [6532] IRS NUMBER: 330781747 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-53869 FILM NUMBER: 99528908 BUSINESS ADDRESS: STREET 1: 16955 VIA DEL CAMPO STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92127 BUSINESS PHONE: 6194859400 MAIL ADDRESS: STREET 1: 16955 VIA DEL CAMPO STREET 2: 16955 VIA DEL CAMPO CITY: SAN DIEGO STATE: CA ZIP: 92127 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 13G/A 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 13G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Excel Legacy Corporation ------------------------------------------ (Name of Issuer) Common Stock ------------------------------------------- (Title of Class and Securities) 300665106 -------------------------------------------- (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 - ------------------------------------------------------------------- (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) CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee - ------------------------------------------------------------------- :(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) -------------------------------- :(7) SOLE DISPOSITIVE POWER : (Discretionary Accounts) : None -------------------------------- :(8) SHARED DISPOSITIVE POWER : 16,880,000 shares : See Item 4(a) - ------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (Discretionary & Non-discretionary Accounts) 16,880,000 shares See Item 4(a) - ------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES -X- See Items 4(c)(ii) and (iv) - ------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 35.1% See Item 4(b) - ------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON IA - ------------------------------------------------------------------- CUSIP No. 300665106 13G - ------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Longleaf Partners Realty Fund I.D. No. 62-1616883 - ------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X - ------------------------------------------------------------------- (3) SEC USE ONLY - ------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts business trust - ------------------------------------------------------------------- :(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) - ------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,880,000 shares See Item 4(a) - ------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES - ------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 35.1% See Item 4(b) - ------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON IV - ------------------------------------------------------------------- CUSIP No. 300665106 13G - ------------------------------------------------------------------- (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) CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of United States - ------------------------------------------------------------------- :(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 - ------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (See Item 3 ) - ------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES - ------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% - ------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------- 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 - --------------------------- -------------------------- Charles D. Reaves Charles D. Reaves Vice President and Executive 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 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 - --------------------------- -------------------------- Charles D. Reaves Charles D. Reaves Vice President and Executive Vice President General Counsel O. Mason Hawkins, Individually /s/ O. Mason Hawkins - ----------------------- -----END PRIVACY-ENHANCED MESSAGE-----