- Statement of Ownership (SC 13G)
February 14 2012 - 5:31PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE
13G
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Under the Securities Exchange Act
of 1934
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Kirby Corporation
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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497266106
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(CUSIP Number)
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December 31, 2011
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(Date of Event Which Requires Filing of
This Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is
filed:
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x
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Rule
13d-1(b)
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o
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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*The remainder of this cover page shall be filled out for
a reporting persons 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 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).
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CUSIP No.
497266106
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SCHEDULE 13G
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Page 2 of 8 Pages
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1
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NAMES OF
REPORTING PERSONS
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Select Equity Group, Inc.
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
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2,204,804
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6
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SHARED
VOTING POWER
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0
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7
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SOLE
DISPOSITIVE POWER
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2,204,804
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8
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SHARED DISPOSITIVE
POWER
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0
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
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2,204,804
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10
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CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.0%
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12
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TYPE OF
REPORTING PERSON
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IA
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CUSIP No.
497266106
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SCHEDULE 13G
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Page 3 of 8 Pages
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1
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NAMES OF
REPORTING PERSONS
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Select Offshore Advisors,
LLC
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC USE
ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
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848,924
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6
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SHARED
VOTING POWER
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0
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7
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SOLE
DISPOSITIVE POWER
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848,924
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8
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SHARED
DISPOSITIVE POWER
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0
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
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848,924
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10
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CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.5%
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12
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TYPE OF
REPORTING PERSON
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IA
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CUSIP No.
497266106
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SCHEDULE 13G
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Page 4 of 8 Pages
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1
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NAMES OF
REPORTING PERSONS
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George S. Loening
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC USE
ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
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3,053,728
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6
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SHARED
VOTING POWER
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0
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7
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SOLE
DISPOSITIVE POWER
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3,053,728
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8
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SHARED
DISPOSITIVE POWER
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0
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
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3,053,728
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10
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CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.5%
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12
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TYPE OF
REPORTING PERSON
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IN
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Item 1(a)
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Name of Issuer:
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Kirby Corporation
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Item 1(b)
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Address of Issuers Principal Executive Offices:
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55 Waugh Drive, Suite 1000
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Houston, TX 77007
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Items 2(a)
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Name of Person Filing:
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This
Schedule 13G is being filed jointly by Select Equity Group, Inc., a New York
corporation (Select), Select Offshore Advisors, LLC, a New York limited
liability corporation (Select Offshore), and George S. Loening, the controlling
shareholder of Select and Select Offshore(Loening). Select, Select Offshore
and Loening are sometimes collectively referred to herein as the Select
Reporting Persons.
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Item 2(b)
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Address of Principal Business Office:
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The business
address of each of the Select Reporting Persons is:
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380
Lafayette Street, 6th Floor
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New York,
New York 10003
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Item 2(c)
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Citizenship:
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George S.
Loening is a United States citizen.
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Item 2(d)
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Title of Class of Securities:
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Common Stock
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Item 2(e)
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CUSIP Number:
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497266106
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is:
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(a)
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o
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Broker or
dealer registered under Section 15 of the Act;
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(b)
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o
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Bank as
defined in Section 3(a)(6) of the Act;
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(c)
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o
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Insurance
company as defined in Section 3(a)(19) of the Act;
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(d)
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o
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Investment
company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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x
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An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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x
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A parent
holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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Page 5 of 8 Pages
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(h)
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A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
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(i)
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o
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A church
plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940;
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(j)
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o
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A non-U.S.
institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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o
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Group, in
accordance with Rule 240.13d-1(b)(1)(ii)(K).
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Item 4
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Ownership:
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The
information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover
page hereto for each Select Reporting Person and is incorporated herein by
reference for each such Select Reporting Person.
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Item 5
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Ownership of Five Percent or Less of a Class:
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If this
statement is being filed to report the fact that as of the date hereof the
Select Reporting Person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following:
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o
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person:
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N/A
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Item 7
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Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:
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N/A
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Item 8
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Identification and Classification of Members of the Group:
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N/A
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Item 9
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Notice of Dissolution of Group:
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N/A
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Item 10
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Certification:
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Page 6 of 8 Pages
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
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By:
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George
S. Loening*
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By:
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George
S. Loening*
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Title:
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Chairman
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Title:
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Manager
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By:
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/s/
George S. Loening
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George
S. Loening*
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* My signature
to this document as an individual is made as well in my capacity as Chairman
of Select Equity Group, Inc. and as Manager of Select Offshore Advisors, LLC.
Dated:
February 14, 2012
Page 7 of 8 Pages
ATTACHMENT A
REPORTING OWNERS
Under Rule
13d-3 under the Securities Exchange Act of 1934, Select Equity Group, Inc.
(Select) and Select Offshore Advisors, LLC (Select Offshore) may be deemed
to be the beneficial owners of the securities named on the cover page of this
Schedule 13G, in the aggregate amounts reported in Item 4 of this schedule. As
the Chairman and controlling shareholder of Select and the Manager of Select
Offshore, George S. Loening has the power to vote or to direct the voting of
and the power to dispose or direct the disposition of the securities owned by
Select and Select Offshore. Accordingly, George S. Loening may also be deemed
to be the beneficial owner of those securities under Rule 13d-3.
ATTACHMENT B
JOINT FILING AGREEMENT
In accordance
with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the
undersigned hereby agree to the joint filing with all other persons signatory
below of a report on Schedule 13G or any amendments thereto, and to the
inclusion of this Agreement as an attachment to such filing, with respect to
the ownership of securities named in this Schedule 13G.
This Agreement
may be executed in any number of counterparts each of which shall be deemed to
be an original and all of which together shall be deemed to constitute one and
the same Agreement.
IN WITNESS
WHEREOF, the undersigned hereby execute this Agreement on February 14, 2012.
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By:
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George
S. Loening*
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By:
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George
S. Loening*
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Title:
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Chairman
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Title:
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Manager
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By:
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/s/
George S. Loening
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George
S. Loening*
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* My signature to this document
as an individual is made as well in my capacity as Chairman of Select Equity
Group, Inc. and as Manager of Select Offshore Advisors, LLC.
Page 8 of 8 Pages
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