0000807985-11-000056.txt : 20111011 0000807985-11-000056.hdr.sgml : 20111010 20111011101317 ACCESSION NUMBER: 0000807985-11-000056 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111011 DATE AS OF CHANGE: 20111011 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERCONTINENTAL HOTELS GROUP PLC /NEW/ CENTRAL INDEX KEY: 0000858446 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 250420260 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-50400 FILM NUMBER: 111134159 BUSINESS ADDRESS: STREET 1: BROADWATER PARK STREET 2: DENHAM CITY: BUCKINGHAMSHIRE STATE: X0 ZIP: UB9 5HJ BUSINESS PHONE: 4045513500 MAIL ADDRESS: STREET 1: BROADWATER PARK STREET 2: DENHAM CITY: BUCKINGHAMSHIRE STATE: X0 ZIP: UB9 5HJ FORMER COMPANY: FORMER CONFORMED NAME: SIX CONTINENTS PLC DATE OF NAME CHANGE: 19950531 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHEASTERN ASSET MANAGEMENT INC/TN/ CENTRAL INDEX KEY: 0000807985 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 620951781 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 6410 POPLAR AVENUE STE 900 CITY: MEMPHIS STATE: TN ZIP: 38119 BUSINESS PHONE: 9017612474 MAIL ADDRESS: STREET 1: 6410 POPLAR AVENUE STREET 2: SUITE 900 CITY: MEMPHIS STATE: TN ZIP: 38119 FORMER COMPANY: FORMER CONFORMED NAME: PROFESSIONAL PORTFOLIO MANAGEMENT INC DATE OF NAME CHANGE: 19890314 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHEASTERN ASSET MANAGEMENT INC DATE OF NAME CHANGE: 19880622 SC 13G 1 ihg13g.txt INTERCONTINENTAL HOTELS GROUP PLC - 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Initial Filing)* InterContinental Hotels Group PLC ________________________________________________________ (Name of Issuer) Ordinary Shares _______________________________________________________ (Title of Class and Securities) B1WQCS4 _______________________________________________________ (CUSIP Number of Class of Securities) 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) * 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 the disclosures provided in a prior page. The information required in 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). (Continued on following page(s)) CUSIP No. B1WQCS4 13G _____________________________________________________________________ (1) NAMES OF REPORTING PERSONS Southeastern Asset Management, Inc. I.D. No. 62-0951781 _____________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X _____________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee _____________________________________________________________________ :(5) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : 9,911,461 shares OWNED BY EACH REPORTING PERSON __________________________________ WITH :(6) SHARED OR NO VOTING POWER 20,478,245 shares (Shared) 1,802,100 shares (No Vote) __________________________________ :(7) SOLE DISPOSITIVE POWER (Discretionary Accounts) : 11,713,561 shares __________________________________ :(8) SHARED OR NO DISPOSITIVE POWER : 20,478,245 shares (Shared) 0 shares (None) _____________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (Discretionary & Non-discretionary Accounts) 32,191,806 shares _____________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES _____________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.1 % _____________________________________________________________________ (12) TYPE OF REPORTING PERSON IA _____________________________________________________________________ CUSIP No. B1WQCS4 13G _____________________________________________________________________________ (1) NAMES OF REPORTING PERSONS Longleaf Partners Fund I.D. No. 63-6147721 _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts Business Trust _____________________________________________________________________________ :(5) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING PERSON __________________________________________ WITH :(6) SHARED VOTING POWER : 20,478,245 shares (Shared) __________________________________________ :(7) SOLE DISPOSITIVE POWER : None __________________________________________ :(8) SHARED DISPOSITIVE POWER : 20,478,245 shares (Shared) _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,478,245 shares _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.1 % _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON IV _____________________________________________________________________________ CUSIP No. B1WQCS4 13G _____________________________________________________________________ (1) NAMES OF REPORTING PERSONS O. Mason Hawkins I.D. No. XXX-XX-XXXX _____________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X _____________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of United States _____________________________________________________________________ :(5) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING PERSON __________________________________ WITH :(6) SHARED VOTING POWER : None __________________________________ :(7) SOLE DISPOSITIVE POWER : None __________________________________ :(8) SHARED DISPOSITIVE POWER : None _____________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (See Item 3) _____________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES _____________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0 % _____________________________________________________________________ (12) TYPE OF REPORTING PERSON IN _____________________________________________________________________ Item 1. (a). Name of Issuer: InterContinental Hotels Group PLC("Issuer") (b). Address of Issuer's Principal Executive Offices: Broadwater Park Denham, Buckinghamshire UB9 5HR United Kingdom Item 2. (a) and (b). Names and Principal Business Addresses of Persons Filing: (1) Southeastern Asset Management, Inc. 6410 Poplar Ave., Suite 900 Memphis, TN 38119 (2) Longleaf Partners Fund c/o Southeastern Asset Management, Inc. 6410 Poplar Ave., Suite 900 Memphis, TN 38119 (3) Mr. O. Mason Hawkins Chairman of the Board and C.E.O. Southeastern Asset Management, Inc. 6410 Poplar Ave., Suite 900 Memphis, TN 38119 (c). Citizenship: Southeastern Asset Management, Inc. - A Tennessee corporation Longleaf Partners Fund, a series of Longleaf Partners Funds Trust, a Massachusetts business trust Mr. O. Mason Hawkins - U.S. Citizen (d). Title of Class of Securities: InterContinental Hotels Group PLC Ordinary shares (the "Securities") (e). Cusip Number: B1WQCS4 Item 3. If this statement is filed pursuant to Rules 13d-1 (b) or 13d-2 (b), check whether the person filing is a: (d.) Investment Company registered under Sec. 8 of the Investment Company Act - Longleaf Partners Fund, a series of Longleaf Partners Funds Trust. (e.) Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. This statement is being filed by Southeastern Asset Management, Inc. as a registered investment adviser. All of the securities covered by this report are owned legally by Southeastern's investment advisory clients and none are owned directly or indirectly by Southeastern. As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Southeastern Asset Management, Inc. is the beneficial owner of any of the securities covered by this statement. (g.) Parent Holding Company. This statement is also being filed by Mr. O. Mason Hawkins, Chairman of the Board and C.E.O. of Southeastern Asset Management, Inc. in the event he could be deemed to be a controlling person of that firm as the result of his official positions with or ownership of its voting securities. The existence of such control is expressly disclaimed. Mr. Hawkins does not own directly or indirectly any securities covered by this statement for his own account. As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Mr. Hawkins is the beneficial owner of any of the securities covered by this statement. Item 4. Ownership: (a). Amount Beneficially Owned: (At 09/30/11) 32,191,806 shares (b). Percent of Class: 11.1 % This percentage is based on 290,331,698 shares of Ordinary Participation Certificates outstanding. The filers' Holdings consist of 11,284,778 American Depository shares and 20,907,028 Ordinary Participation Certificates. (c). Number of shares as to which such person has: (i). sole power to vote or to direct the vote: 9,911,461 shares (ii). shared or no power to vote or to direct the vote: Shared - 20,478,245 shares Securities owned by the following series of Longleaf Partners Funds Trust, an open-end management investment company registered under the Investment Company Act of 1940, as follows: Longleaf Partners Fund - 20,478,245 shares No Power to Vote - 1,802,100 shares. (iii). sole power to dispose or to direct the disposition of: 11,713,561 shares (iv). shared or no power to dispose or to direct the disposition of: Shared - 20,478,245 shares Securities owned by the following series of Longleaf Partners Funds Trust, an open-end management investment company registered under the Investment Company Act of 1940, as follows: Longleaf Partners Fund - 20,478,245 shares No Power to Vote - 0 shares. Item 5. Ownership of Five Percent or Less of a Class: N/A Item 6. Ownership of More Than Five Percent on Behalf of Another Person: N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: N/A Item 8. Identification and Classification of Members of the Group: N/A Item 9. Notice of Dissolution of Group: N/A Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signatures After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Dated: October 10, 2011 Southeastern Asset Management, Inc. By /s/ Andrew R. McCarroll _______________________________________ Andrew R. McCarroll Vice President and General Counsel Longleaf Partners Fund By: Southeastern Asset Management, Inc. /s/ Andrew R. McCarroll _______________________________________ Andrew R. McCarroll Vice President and General Counsel O. Mason Hawkins, Individually /s/ O. Mason Hawkins _______________________________________ Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G. In evidence thereof, the undersigned hereby execute this Agreement as of October 10, 2011. Southeastern Asset Management, Inc. By /s/ Andrew R. McCarroll _______________________________________ Andrew R. McCarroll Vice President and General Counsel Longleaf Partners Fund By: Southeastern Asset Management, Inc. /s/ Andrew R. McCarroll _____________________________________________ Andrew R. McCarroll Vice President and General Counsel O. Mason Hawkins, Individually /s/ O. Mason Hawkins _______________________________________ 1 IHG13G.doc SCHEDULE 13G - Intercontinental Hotels Group PLC ("Issuer") Initial Filing 8 IHG13G.doc