CORP / Investment Advisory Clients of Southeastern Asset
Management, Inc. Have Acquired 12.8 Percent of the
Ordinary Shares of Gulf Canada Resources Limited For
Investment Purposes
NASDAQ SYMBOL: LLSCX
FEBRUARY 3, 1999
MEMPHIS, TENNESSEE--Investment advisory clients of Southeastern
Asset Management, Inc. ("Southeastern"), an investment adviser
registered with the U.S. Securities and Exchange Commission under
the Investment Advisers Act of 1940, have acquired as of February
2, 1999, 44,810,960 ordinary shares of Gulf Canada Resources
Limited ("Gulf Canada"), amounting to approximately 12.8 percent
of the 348,935,744 shares outstanding. Of this total,
Southeastern has the sole power to vote 12,345,000 shares, shared
power to vote 30,333,960 shares (held by Longleaf Partners
Small-Cap Fund and Longleaf Partners International Fund), and no
power to vote 2,132,000 shares. Southeastern does not own any
shares for its own account.
The 7,970,560 shares purchased since December 31, 1998 were
acquired in unsolicited transactions executed on the New York or
Toronto stock exchanges without payment of any premium other than
normal brokerage commissions, or were acquired in direct purchases
from less than 15 institutional sellers.
The acquisition of shares on behalf of investment advisory clients
of Southeastern is believed to qualify as an exempt offer not
subject to the take-over bids provisions of the Canada Business
Corporations Act. All of the subject shares were acquired for
long-term investment purposes in the ordinary course of business
by Southeastern's investment advisory clients without any intent
to change management or influence management policies or
operations, and Southeastern expressly disclaims that its clients'
ownership of these shares constitutes control. Gulf Canada has
adopted a shareholder rights plan which prevents ownership of 20
percent or more of its outstanding shares without approval of its
Board of Directors.
Southeastern Asset Management, Inc., located in Memphis,
Tennessee, has more than $13 billion in client assets under
management, including Longleaf Partners Fund, Longleaf Partners
Small-Cap Fund, Longleaf Partners Realty Fund and Longleaf
Partners International Fund, which are open-end investment
companies registered with the U.S. Securities and Exchange
Commission under the Investment Company Act of 1940.
Authorized by Charles D. Reaves; Vice President and General
Counsel; Southeastern Asset Management, Inc., 6410 Poplar Ave.,
Suite 900, Memphis, TN 38119. Telephone (901) 761-2474
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