Scheudle 13G

-----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, OmiSeWDjPlpjdahMMr6liLwJmg7wwZN7VxDOLsJZB90GLSFErJXK2eQeP3fULnEe yQw7zu3XeKtMYDCZ58gOlw== 0001193125-06-029374.txt : 20060214 0001193125-06-029374.hdr.sgml : 20060214 20060213195231 ACCESSION NUMBER: 0001193125-06-029374 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: K2 INC CENTRAL INDEX KEY: 0000006720 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 952077125 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-03022 FILM NUMBER: 06606078 BUSINESS ADDRESS: STREET 1: 5818 EL CAMINO REAL CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7604941028 MAIL ADDRESS: STREET 1: 5818 EL CAMINO REAL CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: ANTHONY INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ANTHONY POOLS INC DATE OF NAME CHANGE: 19720317 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PNC FINANCIAL SERVICES GROUP INC CENTRAL INDEX KEY: 0000713676 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251435979 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE PNC PLAZA STREET 2: 249 FIFTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 412-762-2000 MAIL ADDRESS: STREET 1: ONE PNC PLAZA STREET 2: 249 FIFTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: PNC BANK CORP DATE OF NAME CHANGE: 19930505 FORMER COMPANY: FORMER CONFORMED NAME: PNC BANK CORP /PA/ DATE OF NAME CHANGE: 19930428 FORMER COMPANY: FORMER CONFORMED NAME: PNC FINANCIAL CORP /PA/ DATE OF NAME CHANGE: 19930412 SC 13G 1 dsc13g.htm SCHEUDLE 13G Scheudle 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(RULE 13D-102)

INFORMATION STATEMENT PURSUANT TO RULE 13D-1

UNDER THE SECURITIES EXCHANGE ACT OF 1934

K2 Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

482732104

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)


CUSIP No. 482732104		Page 1 of 10 Pages


1)		Names of Reporting Persons IRS Identification No. Of Above Persons The PNC Financial Services Group, Inc. 25-1435979
2)		Check the Appropriate Box if a Member of a Group (See Instructions) a) ¨ b) ¨
3)		SEC USE ONLY
4)		Citizenship or Place of Organization Pennsylvania

Number of Shares

Beneficially Owned By

Each

Reporting

Person

With

5) Sole Voting Power

2,370,991

6) Shared Voting Power

-0-

7) Sole Dispositive Power

2,695,191

8) Shared Dispositive Power

-0-


9)	Aggregate Amount Beneficially Owned by Each Reporting Person 2,695,191
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions	¨
11)	Percent of Class Represented by Amount in Row (9) 5.74
12)	Type of Reporting Person (See Instructions) HC


CUSIP No. 482732104		Page 2 of 10 Pages


1)		Names of Reporting Persons IRS Identification No. Of Above Persons PNC Bancorp, Inc. 51-0326854
2)		Check the Appropriate Box if a Member of a Group (See Instructions) a) ¨ b) ¨
3)		SEC USE ONLY
4)		Citizenship or Place of Organization Delaware

Number of Shares

Beneficially Owned By

Each

Reporting

Person

With

5) Sole Voting Power

2,370,991

6) Shared Voting Power

-0-

7) Sole Dispositive Power

2,695,191

8) Shared Dispositive Power

-0-


9)	Aggregate Amount Beneficially Owned by Each Reporting Person 2,695,191
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions	¨
11)	Percent of Class Represented by Amount in Row (9) 5.74
12)	Type of Reporting Person (See Instructions) HC


CUSIP No. 482732104		Page 3 of 10 Pages


1)		Names of Reporting Persons IRS Identification No. Of Above Persons BlackRock Advisors, Inc. 23-2784752
2)		Check the Appropriate Box if a Member of a Group (See Instructions) a) ¨ b) ¨
3)		SEC USE ONLY
4)		Citizenship or Place of Organization Delaware

Number of Shares

Beneficially Owned By

Each

Reporting

Person

With

5) Sole Voting Power

2,370,991

6) Shared Voting Power

-0-

7) Sole Dispositive Power

2,695,191

8) Shared Dispositive Power

-0-


9)	Aggregate Amount Beneficially Owned by Each Reporting Person 2,695,191
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions	¨
11)	Percent of Class Represented by Amount in Row (9) 5.74
12)	Type of Reporting Person (See Instructions) IA


CUSIP No. 482732104		Page 4 of 10 Pages


1)		Names of Reporting Persons IRS Identification No. Of Above Persons BlackRock Capital Management, Inc. 51-0395386
2)		Check the Appropriate Box if a Member of a Group (See Instructions) a) ¨ b) ¨
3)		SEC USE ONLY
4)		Citizenship or Place of Organization Delaware

Number of Shares

Beneficially Owned By

Each

Reporting

Person

With

5) Sole Voting Power

486,391

6) Shared Voting Power

-0-

7) Sole Dispositive Power

486,391

8) Shared Dispositive Power

-0-


9)	Aggregate Amount Beneficially Owned by Each Reporting Person 486,391
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions	¨
11)	Percent of Class Represented by Amount in Row (9) 1.04
12)	Type of Reporting Person (See Instructions) IA


CUSIP No. 482732104		Page 5 of 10 Pages


1)		Names of Reporting Persons IRS Identification No. Of Above Persons BlackRock Financial Management, Inc. 13-3806691
2)		Check the Appropriate Box if a Member of a Group (See Instructions) a) ¨ b) ¨
3)		SEC USE ONLY
4)		Citizenship or Place of Organization Delaware

Number of Shares

Beneficially Owned By

Each

Reporting

Person

With

5) Sole Voting Power

293,200

6) Shared Voting Power

-0-

7) Sole Dispositive Power

293,200

8) Shared Dispositive Power

-0-


9)	Aggregate Amount Beneficially Owned by Each Reporting Person 293,200
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions	¨
11)	Percent of Class Represented by Amount in Row (9) 0.63
12)	Type of Reporting Person (See Instructions) IA


CUSIP No. 482732104		Page 6 of 10 Pages


1)		Names of Reporting Persons IRS Identification No. Of Above Persons State Street Research & Management Company 13-3142135
2)		Check the Appropriate Box if a Member of a Group (See Instructions) a) ¨ b) ¨
3)		SEC USE ONLY
4)		Citizenship or Place of Organization Delaware

Number of Shares

Beneficially Owned By

Each

Reporting

Person

With

5) Sole Voting Power

79,900

6) Shared Voting Power

-0-

7) Sole Dispositive Power

79,900

8) Shared Dispositive Power

-0-


9)	Aggregate Amount Beneficially Owned by Each Reporting Person 79,900
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions	¨
11)	Percent of Class Represented by Amount in Row (9) 0.17
12)	Type of Reporting Person (See Instructions) IA

Page 7 of 10 Pages

ITEM 1

(a) -

NAME OF ISSUER:

K2 Inc.

ITEM 1

(b) -

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

5818 El Camino Real

Carlsbad, California 92008

ITEM 2

(a) -

NAME OF PERSON FILING:

The PNC Financial Services Group, Inc.; PNC Bancorp, Inc.; BlackRock

Advisors, Inc.; BlackRock Capital Management, Inc.; BlackRock Financial

Management, Inc.; and State Street Research & Management Company

ITEM 2

(b) -

ADDRESS OF PRINCIPAL BUSINESS OFFICE:

The PNC Financial Services Group, Inc. - One PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA 15222-2707

PNC Bancorp, Inc. - 300 Delaware Avenue, Suite 304, Wilmington, DE 19801

BlackRock Advisors, Inc. - 100 Bellevue Parkway, Wilmington, DE 19809

BlackRock Capital Management, Inc. - 100 Bellevue Parkway, Wilmington, DE 19809

BlackRock Financial Management, Inc. - 100 Bellevue Parkway, Wilmington, DE 19809

State Street Research & Management Company - One Financial Center, Boston, MA 02111

ITEM 2

CITIZENSHIP:

The PNC Financial Services Group, Inc. - Pennsylvania

PNC Bancorp, Inc. - Delaware

BlackRock Advisors, Inc. - Delaware

Black Rock Capital Management, Inc. - Delaware

BlackRock Financial Management, Inc. - Delaware

State Street Research & Management Company - Delaware

ITEM 2

(d) -

TITLE OF CLASS OF SECURITIES:

Common

ITEM 2

(e) -

CUSIP NUMBER:

482732104

ITEM 3 -

IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A:

(a)

Broker or dealer registered under Section 15 of the Exchange Act;

(b)

Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)

Insurance Company as defined in Section 3(a)(19) of the Exchange Act;

(d)

Investment Company registered under Section 8 of the Investment Company Act;

(e)

An Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A Parent Holding Company or Control Person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

A Church Plan that is excluded from the definition of an Investment Company under Section 3(c)(14) of the Investment Company Act;

(j)

Group, in accordance with Rule 13d(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. ¨

Page 8 of 10 Pages


ITEM 4 -	OWNERSHIP:

	The following information is as of December 31, 2005:

	(a)	Amount Beneficially Owned: 2,695,191 shares

	(b)	Percent of Class: 5.74

	(c)	Number of shares to which such person has:

		(i)	sole power to vote or to direct the vote 2,370,991

		(ii)	shared power to vote or to direct the vote -0-

		(iii)	sole power to dispose or to direct the disposition of 2,695,191

		(iv)	shared power to dispose or to direct the disposition of -0-

ITEM 5 -	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not Applicable.

ITEM 6 -	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not Applicable.

ITEM 7 -	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

	Included are the following subsidiaries of The PNC Financial Services Group, Inc. - HC:

	PNC Bancorp, Inc. - HC (wholly owned subsidiary of The PNC Financial Services Group, Inc.)

	BlackRock Advisors, Inc. - IA (indirect subsidiary of PNC Bancorp, Inc.)

	BlackRock Capital Management, Inc. - IA (indirect subsidiary of BlackRock Advisors, Inc.)

	BlackRock Financial Management, Inc. - IA (wholly owned subsidiary of BlackRock Advisors, Inc.)

	State Street Research & Management Company - IA (indirect subsidiary of BlackRock Financial Management, Inc.)

ITEM 8 -	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not Applicable.

ITEM 9 -	NOTICE OF DISSOLUTION OF GROUP: Not Applicable.

Page 9 of 10 Pages



ITEM 10 -		CERTIFICATION:

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and 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.

SIGNATURE

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.


February 10, 2006		February 10, 2006
Date		Date

By:	/s/ Joan L. Gulley	By:	/s/ Maria C. Schaffer
Signature - The PNC Financial Services Group, Inc.		Signature - PNC Bancorp, Inc.

Joan L. Gulley, Vice President		Maria C. Schaffer, Executive Vice President
Name & Title		Name & Title

February 10, 2006		February 10, 2006
Date		Date

By:	/s/ Joan L. Gulley	By:	/s/ Robert S. Kapito
Signature - PNC Bank, National Association		Signature - BlackRock Advisors, Inc.

Joan L. Gulley, Executive Vice President		Robert S. Kapito, Vice Chairman
Name & Title		Name & Title

February 10, 2006		February 10, 2006
Date		Date

By:	/s/ Robert S. Kapito	By:	/s/ Robert S. Kapito
Signature - BlackRock Capital Management, Inc.		Signature - BlackRock Financial Management, Inc.

Robert S. Kapito, Vice Chairman		Robert S. Kapito, Vice Chairman
Name & Title		Name & Title

February 10, 2006
Date

By:	/s/ Robert S. Kapito
Signature – State Street Research & Management Company

Robert S. Kapito, Vice Chairman
Name & Title

Page 10 of 10 Pages

EXHIBIT A

AGREEMENT

February 10, 2006

The undersigned hereby agree to file a joint statement on Schedule 13G under the Securities and Exchange Act of 1934, as amended (the “Act”) in connection with their beneficial ownership of common stock issued by K2 Inc.

Each of the undersigned states that it is entitled to individually use Schedule 13G pursuant to Rule 13d-1(c) of the Act.

Each of the undersigned is responsible for the timely filing of the statement and any amendments thereto, and for the completeness and accuracy of the information concerning each of them contained therein but none is responsible for the completeness or accuracy of the information concerning the others.

This Agreement applies to any amendments to Schedule 13G.


THE PNC FINANCIAL SERVICES GROUP, INC.		PNC BANCORP, INC.

BY:	/s/ Joan L. Gulley	BY:	/s/ Maria C. Schaffer
	Joan L. Gulley, Vice President		Maria C. Schaffer, Executive Vice President

PNC BANK, NATIONAL ASSOCIATION		BLACKROCK ADVISORS, INC.

BY:	/s/ Joan L. Gulley	BY:	/s/ Robert S. Kapito
	Joan L. Gulley, Executive Vice President		Robert S. Kapito, Vice Chairman

BLACKROCK CAPITAL MANAGEMENT, INC.		BLACKROCK FINANCIAL MANAGEMENT, INC.

BY:	/s/ Robert S. Kapito	BY:	/s/ Robert S. Kapito
	Robert S. Kapito, Vice Chairman		Robert S. Kapito, Vice Chairman

STATE STREET RESEARCH & MANAGEMENT COMPANY

BY:	/s/ Robert S. Kapito
	Robert S. Kapito, Vice Chairman

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