SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
KIRBY CORPORATION
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
-------------------------------------------------------------------------------
(Title of Class of Securities)
497-266-106
-------------------------------------------------------------------------------
(CUSIP Number)
Roger Barton
5650 Yonge Street, 5th Floor
Toronto, Ontario M2M 4H5
Canada
(416) 730-6178
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 1, 2001
-------------------------------------------------------------------------------
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
*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 disclosures provided in a prior cover page.
The information required on 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 Person:
Ontario Teachers' Pension Plan Board
2. Check the Appropriate Box if a Member of a Group: (a) |_|
(b) |_|
3. SEC Use Only
4. Source of Funds: 00-Other
5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): |_|
6. Citizenship or Place of Organization: Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole Voting Power
1,658,616
8. Shared Voting Power
0
9. Sole Dispositive Power:
1,658,616
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,658,616
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: |_|
13. Percent of Class Represented by Amount in Row (11)
6.9%
14. Type of Reporting Person
EP
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
Ontario Teachers' Pension Plan Board ("Teachers") hereby amends its Schedule
13D, dated December 6, 1999, (the "Schedule 13D"), relating to the common stock,
par value $0.10 per share (the "Common Stock"), of Kirby Corporation (the
"Issuer"). Unless otherwise indicated, all defined terms used herein shall have
the same meanings respectively ascribed to them in the Schedule 13D.
Item 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety as follows:
(a) This Schedule 13D is being filed by Teachers. Teachers is sometimes
hereinafter referred to as the "Reporting Person."
(b) - (c) Teachers is an Ontario, Canada corporation, the principal
business of which is the administration of a pension plan and management of a
pension fund for Ontario teachers. The principal office and business address of
Teachers is 5650 Yonge Street, 5th Floor, Toronto, Ontario M2M 4H5.
The name, residence or business address, and present principal
occupation or employment of each director, executive officer and controlling
person of Teachers is set forth in Schedule A hereto and is incorporated by
reference.
(d) Neither Teachers nor, to the best of Teachers' knowledge, any of the
persons identified in Schedule A has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither Teachers nor, to the best of Teachers' knowledge, any of the
persons identified in Schedule A has, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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 laws or finding any
violation with respect to such laws.
(f) Each of the directors, controlling persons and executive officers of
Teachers is a citizen of Canada.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(c) of Item 5 are hereby amended and restated in their entirety as
follows:
(a)-(b) At the close of business on June 8, 2001, Teachers beneficially
owned 1,658,616 shares of Common Stock pursuant to Rule 13d-3. Pursuant to
information provided by the Issuer's Form 10-Q for the period ended March 31,
2001, the Issuer had 24,046,697 shares of Common Stock outstanding as of May 11,
2001. Based on such information, the 1,658,616 shares of Common Stock
beneficially owned by Teachers represent approximately 6.9% of the Common Stock
outstanding.
Teachers has sole voting and dispositive power over all of the 1,658,616
shares of Common Stock beneficially owned by it.
Except as described above, neither Teachers nor, to the best knowledge of
Teachers, any of the persons listed in Schedule A hereto beneficially owns any
shares of the Common Stock.
(c) Neither Teachers nor, to the best of Teachers' knowledge, any of the
persons listed in Schedule A hereto effected any transactions in the shares of
the Common Stock in the past sixty days other than the following transactions
which were effected by Teachers on the New York Stock Exchange:
.................. .............. .................. ..............
Date of Number of Purchase (P) Price per
Transaction Securities or Sale (S) Share
.................. .............. .................. ..............
16-May-01 7,600 S 22.97
17-May-01 100,000 S 22.97
18-May-01 142,400 S 22.97
1-Jun-01 350,000 S 24.95
4-Jun-01 45,700 S 25.33
5-Jun-01 14,400 S 25.22
6-Jun-01 18,000 S 24.97
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: June 8, 2001
ONTARIO TEACHERS' PENSION PLAN
BOARD, an Ontario, Canada corporation
By: /s/ Roger Barton
-----------------------------
Name: Roger Barton
Title: Vice President, General
Counsel and Secretary
SCHEDULE A
Executive Officers, Controlling Persons and Directors of Teachers, each of whom
is a citizen of Canada.
Residence or Principal Occupation
Name Business Address Employment
- ---- ---------------- ----------
Claude Lamoureux 5650 Yonge Street President and Chief Executive
5th Floor Officer of Teachers
Toronto, Ontario
M2M 4H5
Robin Korthals 121 King Street West Chair
(Chairperson) Suite 2525
Toronto, Ontario
M5H 3T9
Jalynn Bennett 247 Davenport Road President of Jalynn H. Bennett
(Director) Suite 303 Associates, a strategic planning
Toronto, Ontario consulting firm whose principal
M5R 1J9 business address and office are
the same as for Ms. Bennett
David Lennox 55 Lombard Street Retired Secretary for Ontario
(Director) Suite 413 Teachers' Federation, a
Toronto, Ontario teachers' union
M5C 2R7
Ann Finlayson 440 Markham Street Self-employed journalist,
(Director) Toronto, Ontario speaker, freelance editor and
M6G 2L2 consultant
Lucy Greene 1736 Caughey Lane Retired Human Resources
(Director) Penetang, Ontario Executive for Sun Life Assurance
L9M 1X4 Company of Canada
Geof Clarkson P.O. Box 251 Retired Partner with Ernst
(Director) Toronto-Dominion Centre & Young
Toronto, Ontario
M5K 1J7
Gary Porter 820-439 University Ave. Self-employed Chartered
(Director) Toronto, Ontario Accountant
M5G 1Y8
Ralph Lean, Q.C. Cassels Brock & Blackwell Corporate & Commerical Lawyer
(Director) 40 King Street West
Suite 2100
Toronto, Ontario
M5H 3C2
John S. Lane, C.F.A. 77 Dawlish Avenue Retired Senior Vice President,
(Director) Toronto, Ontario Investments Sun Life Assurance
M4N 1H2 Company of Canada
Robert Bertram 5650 Yonge Street Executive Vice President,
5th Floor Investments of Teachers
Toronto, Ontario
M2M-4H5
Allan Reesor 5650 Yonge Street Executive Vice President, Member
5th Floor Services and Chief Information
Toronto, Ontario Officer of Teachers
M2M-4H5
John Brennan 5650 Yonge Street Vice President, Human Resources
5th Floor and Public Affairs of Teachers
Toronto, Ontario
M2M-4H5
Andrew Jones 5650 Yonge Street Vice President, Finance of
5th Floor Teachers
Toronto, Ontario
M2M-4H5
Peter Maher 5650 Yonge Street Vice President, Audit Services
5th Floor of Teachers
Toronto, Ontario
M2M-4H5
Roger Barton 5650 Yonge Street Vice President, General Counsel
5th Floor and Secretary of Teachers
Toronto, Ontario
M2M-4H5
Rosemarie McClean 5650 Yonge Street Vice President, Client Services
5th Floor of Teachers
Toronto, Ontario
M2M-4H5
Morgan McCague 5650 Yonge Street Senior Vice President,
5th Floor Quantitative Investments of
Toronto, Ontario Teachers
M2M-4H5
Marcus Dancer 5650 Yonge Street Vice President, Quantitative
5th Floor Investments of Teachers
Toronto, Ontario
M2M-4H5
Neil Petroff 5650 Yonge Street Senior Vice President,
5th Floor International Equity Indexes,
Toronto, Ontario Fixed Income and Foreign
M2M-4H5 Exchange of Teachers
Brian Gibson 5650 Yonge Street Senior Vice President, Active
5th Floor Equities of Teachers
Toronto, Ontario
M2M-4H5
Dean Metcalf 5650 Yonge Street Vice President, Merchant Banking
5th Floor of Teachers
Toronto, Ontario
M2M-4H5
Leo de Bever 5650 Yonge Street Senior Vice President, Research
5th Floor & Economics of Teachers
Toronto, Ontario
M2M-4H5
Russ Bruch 5650 Yonge Street Vice President, Research & Economics
5th Floor of Teachers
Toronto, Ontario
M2M-4H5
Phil Nichols 5650 Yonge Street Vice President, MIS Member
5th Floor Services of Teachers
Toronto, Ontario
M2M-4H5
Sean Rogister 5650 Yonge Street Vice President, Fixed Income of
5th Floor Teachers
Toronto, Ontario
M2M-4H5
Roy Graydon 5650 Yonge Street Vice President, Relationship
5th Floor Investing of Teachers
Toronto, Ontario
M2M-4H5
Barbara Zvan 5650 Yonge Street Vice President, Asset Mix & Risk
5th Floor Management, Research & Economics
Toronto, Ontario of Teachers
M2M-4H5
Wayne Kozun 5650 Yonge Street Vice President, TAA & Real Return,
5th Floor Research & Economics of Teachers
Toronto, Ontario
M2M-4H5
