SEC Filing | Kirby Corporation

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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) 730-5321 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 20, 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 1,121,816 8. Shared Voting Power 0 9. Sole Dispositive Power: 1,121,816 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,121,816 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: |_| 13. Percent of Class Represented by Amount in Row (11) 4.7% 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, as amended by Amendment No.1 dated June 8, 2001 (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 July 25, 2001, Teachers beneficially owned 1,121,816 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 1,121,816 shares of Common Stock beneficially owned by Teachers represent approximately 4.7% of the Common Stock outstanding. Teachers has sole voting and dispositive power over all of the 1,121,816 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 since the filing of Amendment No.1 to Schedule 13D dated June 8, 2001 with respect to the Common Stock, par value $0.10 per share, of the Issuer, 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 ................. ................ ................... .............. 26-Jun-01 50,000 S 24.97 28-Jun-01 12,800 S 24.99 29-Jun-01 9,100 S 25.06 3-Jul-01 2,600 S 25.15 13-Jul-01 7,500 S 23.97 16-Jul-01 39,900 S 23.98 18-Jul-01 19,900 S 24.55 19-Jul-01 35,000 S 24.48 19-Jul-01 25,000 S 24.50 19-Jul-01 1,000 S 24.65 20-Jul-01 129,000 S 24.57 20-Jul-01 1,000 S 24.77 20-Jul-01 1,000 S 24.68 23-Jul-01 75,300 S 25.24 23-Jul-01 500 S 25.09 24-Jul-01 62,300 S 24.69 25-Jul-01 64,900 S 24.68 (e) The Reporting Person ceased to be a beneficial owner of more than five percent of the Issuer's Common Stock on July 24, 2001. 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: July 26, 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 Royal Trust Tower Chair (Chairperson) Toronto Dominion Centre 77 King Street West Suite 4545 Toronto, Ontario M5K 1K2 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 Bruce Ford 5650 Yonge Street Vice President, International Equity 5th Floor Indices & Foreign Exchange Toronto, Ontario M2M 4H5