UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Gulf Island Fabrication
(Name of Issuer)
Common Stock
(Title of Class of Securities)
402307102
(CUSIP Number)
12/31/04
-----------------------------------
Date of Event Which Requires Reporting
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 cover 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).
Page 1 of 5 pages
CUSIP No. 402307102 13G Page 2 of 5 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
St. Denis J. Villere & Company, L.L.C.
I.R.S. Identification No. 72-0343760
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 37,000
-------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 699,837
-------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 37,000
PERSON ------------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH
699,837
-------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
736,837 Shares
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.07%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 pages
SCHEDULE 13G
ITEM 1.
This Schedule 13G relates to shares of the common stock (the "Shares")
of Gulf Island Fabrication, a Louisiana corporation (the "Issuer"), whose
principal executive offices are located at 583 Thompson Road, Houma, Louisiana
70363.
ITEM 2.
(a)-(c) The person filing this Schedule 13G is St. Denis J. Villere
& Company, L.L.C., a Louisiana limited liability company ("Villere"), with its
principal business office located at 210 Baronne Street, Suite 808, New Orleans,
Louisiana 70112-1727.
(d) Title of Class of Securities: Common
(e) CUSIP Number: 402307102
ITEM 3.
Villere is filing this Schedule 13G as an Investment Adviser registered
under Section 203 of the Investment Advisers Act of 1940.
ITEM 4. Ownership.
(a)-(c) As of December 31, 2004, Villere was deemed to have or share
voting or dispositive power over, and therefore to own beneficially, the number
and percentage of Shares of the Issuer indicated below:
Number Percentage of Sole Shared Sole Shared
of Outstanding Voting Voting Dispositive Dispositive
Shares Shares Power Power Power Power
--------- ------------- ------ --------- ----------- -----------
736,837 6.07% 37,000 699,837 37,000 699,837
Page 3 of 5 pages
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.
Not Applicable
ITEM 8. Identification and Classification of Members of the Group.
Not Applicable
ITEM 9. Notice of Dissolution of Group.
Not Applicable
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.
Page 4 of 5 pages
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.
Date: February 28, 2005
ST. DENIS J. VILLERE & COMPANY, L.L.C.
By: /s/ GEORGE G. VILLERE
----------------------------
George G. Villere
Member
Page 5 of 5 pages