<PAGE> 1
================================================================================
As filed with the Securities and Exchange Commission on July 11, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, C.D. 20549
----------------------------------------
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the year ended December 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
[NO FEE REQUIRED]
For the transition period from _____ to _____
Commission File No: 1-7615
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
KIRBY 401(K) PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive officer:
Kirby Corporation
1775 St. James Place, Suite 200
Houston, Texas 77056-3453
================================================================================
<PAGE> 2
KIRBY 401(k) PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Financial Statements:
Statement of Net Assets Available for Benefits (Modified Cash Basis)
December 31, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Statements of Changes in Net Assets Available for Benefits
(Modified Cash Basis), for the years ended December 31, 1996 and 1995 . . . . . . . . . . . 3
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4-9
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes (Modified Cash Basis) . . . . . . . . 10
Item 27d - Schedule of Reportable Transactions . . . . . . . . . . . . . . . . . . . . . . . . . 11
Exhibits:
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Consent of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
Schedules, other than those listed above, are omitted because of the conditions
under which they are required.
<PAGE> 3
[PEAT MARWICK LLP LETTERHEAD]
Independent Auditors' Report
Plan Administrator
Kirby 401(k) Plan:
We have audited the accompanying statements of net assets available for
benefits as of December 31, 1996 and 1995, and the related statements of
changes in net assets available for benefits for the years ended December 31,
1996 and 1995. These financial statements (modified cash basis) and
supplemental schedules are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements and
supplemental schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As described in note 2, these financial statements (modified cash basis) and
supplemental schedules were prepared on a modified cash basis of accounting,
which is a comprehensive basis of accounting other than generally accepted
accounting principles.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1996 and 1995, and the changes in net assets available for
benefits for the years ended December 31, 1996 and 1995 in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, as amended. The
supplemental schedules have been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
KPMG PEAT MARWICK LLP
Houston, Texas
July 11, 1997
1
<PAGE> 4
KIRBY 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(MODIFIED CASH BASIS)
December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Investments at fair value:
Cash $ 105,260 393
Common trust fund 5,281,873 4,887,298
Mutual funds 13,852,858 10,615,929
Kirby Corporation common stock 464,955 124,524
Participant loans 1,832,432 1,204,119
----------- ----------
Net assets available for benefits $21,537,378 16,832,263
=========== ==========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 5
KIRBY 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(MODIFIED CASH BASIS)
For the years ended December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Net assets available for benefits, beginning of year $16,832,263 12,006,888
----------- ----------
Additions to net assets attributed to:
Contributions from employers 1,149,231 1,182,889
Contributions from participants 3,158,631 3,231,273
Rollover contributions 259,161 173,410
Interest and dividend income 1,419,891 667,207
Net unrealized gain in fair value of investments 625,386 292,792
Net realized gain from disposition of investments 164,243 556,660
----------- ----------
Total additions 6,776,543 6,104,231
----------- ----------
Deductions from net assets attributed to:
Benefits paid to participants 2,026,378 1,181,860
Administration fees 45,050 96,996
----------- ----------
Total deductions 2,071,428 1,278,856
----------- ----------
Net increase 4,705,115 4,825,375
----------- ----------
Net assets available for benefits, end of year $21,537,378 16,832,263
=========== ==========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 6
KIRBY 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(MODIFIED CASH BASIS)
(1) DESCRIPTION OF THE PLAN
(a) GENERAL
The Kirby 401(k) Plan (the Plan) is a defined contribution 401(k)
plan for the benefit of employees of Kirby Marine Transportation
Corporation (the Company), Kirby Corporation (the Parent), and
certain subsidiaries. Each employee is eligible to join the Plan
as of the first pay period beginning in any quarter following
completion of one year of service. Employees covered by
collective bargaining agreements, the terms of which do not
provide for participation in the Plan, are not eligible. The Plan
is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). Further information relating to the
Plan's provisions is available in the Summary Plan Description
provided to all eligible employees.
(b) CONTRIBUTIONS
The Plan provides for basic employee pretax contributions to the
Plan of 3% of covered compensation as defined, and for additional
employee pretax contributions to the Plan of up to 14% of covered
compensation subject to the provisions of the Internal Revenue
Code. The Company contributes matching employer contributions
equal to 100% of basic employee pretax contributions. The Company
does not match the additional employee pretax contributions.
(c) BENEFITS PAYMENTS
Benefit payments are typically made in a lump-sum distribution to
the participant upon termination of employment (or to the
beneficiary in the event of death). However, a participant may
request a loan for up to 50% of the participant's vested interest
up to a maximum of $50,000. Loans are typically repaid over a
five-year period and have interest rates ranging from 7% to 10%.
Loans outstanding upon termination of a participant are written
off as benefits paid to participants. These amounts are taxed to
the participant in the year of the participant's termination.
(d) VESTING
A participant has an immediate and fully vested nonforfeitable
interest in the portion of the account relating to both
participant and employer contributions and may, upon resignation
from or discharge by the employer, withdraw their entire account
balance.
(e) PLAN AMENDMENTS
Occasionally amendments have been made to provide more clarity to
certain definitions in the Plan Document. The Plan was amended in
1995 to change the fund options available to participants. With
the exception of the Loan Fund, all investment funds were sold
off, and the proceeds were used to purchase shares in the new
investment fund options.
(Continued)
4
<PAGE> 7
KIRBY 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(MODIFIED CASH BASIS)
(f) PLAN ADMINISTRATION
The general administration of the Plan is vested in the Vice
President of Human Resources of the Company (the Plan
Administrator). The Plan Administrator has broad powers regarding
the operation and administration of the Plan and receives no
compensation for service to the Plan. All administrative
expenses, unless paid by the Company at its discretion, are paid
by the Plan.
(g) PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has
the right under the Plan to terminate the Plan subject to the
provisions of ERISA. In the event of termination, the amounts
credited to the accounts of participants shall be distributed to
the participants after payment of expenses of distribution and
liquidation.
(h) USE OF ESTIMATES
The preparation of financial statements requires Plan management
to make estimates and assumptions that affect the reported amounts
of net assets and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts
of additions and deductions to net assets during the reporting
period. Actual results could differ from those estimates.
However, in the opinion of Plan management, such differences would
be immaterial.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the
modified cash basis which utilizes the cash basis of accounting
while adjusting debt and equity securities to their corresponding
market value for financial reporting purposes.
(b) INVESTMENT VALUATION
Investments in the common trust fund, mutual funds and Kirby
Corporation common stock are stated at fair value as determined by
Texas Commerce Bank N.A., the trustee of the Plan, based on quoted
market prices. Purchases and sales of investments are recorded on
a trade date basis. Net realized gains and losses on disposition
of investments are reported on the revalued cost method. Revalued
cost is the fair value of the assets at the beginning of the plan
year or historical cost if the investment was acquired since the
beginning of the year. Any unrealized appreciation or depreciation
is recognized currently in the Statement of changes in net assets
available for benefits. Participant loans are stated at cost
which approximates their fair value.
(Continued)
5
<PAGE> 8
KIRBY 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(MODIFIED CASH BASIS)
(3) INVESTMENTS
Each participant has the right to direct his contributions and the
Company's matching contributions between the investment funds selected
by the Plan. The investment funds options are described below:
Texas Commerce Bank Avesta Money Market Fund - Seeks to provide
stability of principal by investing in short- term U.S. Government and
Federal Agency securities with an average maturity of less than 90
days.
Fidelity Advisor Growth & Income Fund - Seeks income and growth by
investing in U.S. Treasury issues, corporate bonds, foreign
investments, convertible securities, and stocks. The fund allocates
assets, or adjusts the mix daily based on market conditions.
Fidelity Advisor Growth Opportunities Fund- Seeks long-term growth by
investing through a core investment in growth, value and cyclical
stocks.
Templeton Foreign Fund - Seeks long-term capital growth through a
flexible policy of investing in stocks and debt obligations of
companies and governments outside the U.S.
Franklin Balance Sheet Investment Fund- Seeks high total return, of
which capital appreciation and income are components. The fund is a
non-diversified fund and may invest an unlimited amount of its total
assets in the securities of any companies which, in the opinion of the
fund's investment manager, represent an opportunity for significant
capital appreciation and/or high income. The securities of such
companies will include common and preferred stocks, secured and
unsecured bonds, and commercial paper or notes.
Franklin Custodian Funds - U.S. Government Securities Series Fund -
Seeks income by investing in U.S. Government securities which
include, but are not limited to, U.S. Treasury bonds, notes and bills,
Treasury Certificates or Indebtedness and securities issued by
instrumentalities of the U.S. government.
Kirby Corporation Common Stock Fund- Invests in Kirby Corporation
common stock.
Janus Balanced Fund - Seeks long-term growth of capital balanced by
current income. The fund will normally invest 40 - 60% of its assets
in securities selected primarily for their growth potential and 40 -
60% of its assets in securities selected primarily for their income
potential. The fund invests in common and preferred stock, U.S.
Treasury issues, corporate bonds, and foreign investments.
(Continued)
6
<PAGE> 9
KIRBY 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(MODIFIED CASH BASIS)
The fair value of individual investments that represent 5% or more of
the Plan's net assets available for plan benefits at December 31, 1996
and 1995 are as follows:
<TABLE>
<CAPTION>
December 31,
------------
1996 1995
---- ----
<S> <C> <C>
Texas Commerce Bank Avesta Money
Market Fund $ 5,281,873 4,887,691
Fidelity Advisor Growth & Income Fund 1,795,043 2,088,297
Fidelity Advisor Growth Opportunities Fund 4,139,220 3,039,274
Templeton Foreign Fund 1,782,810 1,258,684
Franklin Balance Sheet Investment Fund 3,527,963 2,432,501
Franklin Custodian Funds - U.S. Government
Securities Series Fund 2,010,264 1,797,173
</TABLE>
(Continued)
7
<PAGE> 10
KIRBY 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(MODIFIED CASH BASIS)
(3) INVESTMENTS
As of December 31, 1996, employees can direct the investment of their
contributions and the employer's contributions on their behalf into any
or all of eight different investment funds: Fidelity Advisor Growth &
Income Fund, Fidelity Advisor Growth Opportunities Fund, Kirby
Corporation - Common Stock Fund, Templeton Foreign Fund, Franklin
Balance Sheet Investment Fund, Franklin U.S. Government Securities
Fund, Texas Commerce Bank Avesta Money Market Fund and Janus Balanced
Fund, all of which are managed by the trustee. Changes in net assets
available for benefits related to the individual funds for the year
ended December 31, 1996 are as follows:
<TABLE>
<CAPTION>
Fidelity Advisor Kirby
Fidelity Advisor Growth Corporation
Growth & Opportunities Common
Cash Income Fund Fund Stock Fund
---- ----------- ---- ----------
<S> <C> <C> <C> <C>
Beginning net plan assets at December 31, 1995 $ 393 2,088,297 3,039,274 124,524
--------- --------- --------- -------
Contributions from employers -- 154,414 242,149 10,034
Contributions from employees -- 443,397 692,374 24,865
Rollover contributions -- 44,484 51,085 2,712
Interest and dividend income -- 94,140 234,421 --
Net appreciation (depreciation) in the fair value of investments -- 78,141 316,947 35,753
Net realized gain/(loss) from the disposition of investments -- 28,538 57,190 5,922
--------- --------- --------- -------
Total additions -- 843,114 1,594,166 79,286
--------- --------- --------- -------
Less distributions:
Distributions to participants (20) 186,314 342,438 2,115
Administration fees (44) 7,754 12,751 945
--------- --------- --------- -------
Total distributions (64) 194,068 355,189 3,060
Net increase (decrease) before interfund transfers 64 649,046 1,238,977 76,226
Interfund transfers 104,803 (942,300) (139,031) 264,205
--------- --------- --------- -------
Net increase after interfund transfers 104,867 (293,254) 1,099,946 340,431
--------- --------- --------- -------
Ending net plan assets at December 31, 1996 $ 105,260 1,795,043 4,139,220 464,955
========= ========= ========= =======
<CAPTION>
Texas
Franklin Franklin Commerce
Templeton Balance Sheet U.S. Bank
Foreign Investment Government Avesta Money
Fund Fund Securities Fund Market Fund
---- ---- --------------- -----------
<S> <C> <C> <C> <C>
Beginning net plan assets at December 31, 1995 1,258,684 2,432,501 1,797,173 4,887,298
--------- --------- --------- ---------
Contributions from employers 100,789 199,316 109,625 328,776
Contributions from employees 280,373 569,970 306,580 828,607
Rollover contributions 27,752 18,485 43,787 70,856
Interest and dividend income 99,228 429,665 138,108 249,202
Net appreciation (depreciation) in the fair value of investments 142,719 133,745 (33,271) --
Net realized gain/(loss) from the disposition of investments 38,278 48,514 (14,233) --
--------- --------- --------- ---------
Total additions 689,139 1,399,695 550,596 1,477,441
--------- --------- --------- ---------
Less distributions:
Distributions to participants 172,683 271,436 153,857 769,358
Administration fees 5,601 10,760 4,332 2,950
--------- --------- --------- ---------
Total distributions 178,284 282,196 158,189 772,308
Net increase (decrease) before interfund transfers 510,855 1,117,499 392,407 705,133
Interfund transfers 13,271 (22,037) (179,316) (310,558)
--------- --------- --------- ---------
Net increase after interfund transfers 524,126 1,095,462 213,091 394,575
--------- --------- --------- ---------
Ending net plan assets at December 31, 1996 1,782,810 3,527,963 2,010,264 5,281,873
========= ========= ========= =========
<CAPTION>
Janus
Balanced
Fund Loan Fund Total
---- --------- -----
<S> <C> <C> <C>
Beginning net plan assets at December 31, 1995 -- 1,204,119 16,832,263
------- --------- ----------
Contributions from employers 4,128 -- 1,149,231
Contributions from employees 12,465 -- 3,158,631
Rollover contributions -- -- 259,161
Interest and dividend income 53,643 121,483 1,419,891
Net appreciation (depreciation) in the fair value of investments (48,648) -- 625,386
Net realized gain/(loss) from the disposition of investments 34 -- 164,243
------- --------- ----------
Total additions 21,622 121,483 6,776,543
------- --------- ----------
Less distributions:
Distributions to participants -- 128,197 2,026,378
Administration fees -- -- 45,050
------- --------- ----------
Total distributions -- 128,197 2,071,428
Net increase (decrease) before interfund transfers 21,622 (6,714) 4,705,115
Interfund transfers 575,936 635,027 --
------- --------- ----------
Net increase after interfund transfers 597,558 628,313 4,705,115
------- --------- ----------
Ending net plan assets at December 31, 1996 597,558 1,832,432 21,537,378
======= ========= ==========
</TABLE>
8
<PAGE> 11
KIRBY 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(MODIFIED CASH BASIS)
(4) RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Texas
Commerce Bank. Texas Commerce Bank is the trustee as defined by the
Plan, and therefore, these transactions qualify as party-in-interest.
(5) FEDERAL INCOME TAXES
The Plan obtained its latest determination letter on December 30, 1996
in which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code.
A participant is not taxed on employer contributions when made;
instead, taxation is deferred until the amount credited to the
participant's account is distributed or made available to him or, in
the event of the participant's death, to a beneficiary or an estate.
Amounts distributed or made available to employees or their
beneficiaries, in excess of their contributions, are taxable according
to the provisions of the Internal Revenue Code.
9
<PAGE> 12
Schedule 1
KIRBY 401(k)PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(MODIFIED CASH BASIS)
December 31, 1996
<TABLE>
<CAPTION>
Identity of issue,
borrower, lessor or Description of Current
similar party asset Cost value
------------- ----- ---- -----
<S> <C> <C> <C>
Common Trust Fund:
Texas Commerce Bank N.A. Avesta Money Market Fund $ 5,281,873 5,281,873
=========== ==========
Mutual Funds:
Fidelity Fidelity Advisor Balanced Fund $ 1,686,447 1,795,043
Fidelity Fidelity Advisor Growth Opportunities Fund 3,651,964 4,139,220
Templeton Templeton Foreign Fund 1,650,444 1,782,810
Franklin Franklin Balance Sheet Investment Fund 3,318,362 3,527,963
Franklin Franklin Custodian Funds - U.S.
Government Securities Series 2,023,074 2,010,264
Janus Janus Balanced Fund 646,166 597,558
----------- -----------
Total mutual funds $12,976,457 13,852,858
=========== ==========
Common stock:
Kirby Corporation Common stock $ 430,624 464,955
=========== ==========
Participant loans - with interest rates ranging from 7% to 10%
and having maturities of one to five years $ 1,832,432 1,832,432
=========== ==========
</TABLE>
Texas Commerce Bank N.A. represents a party in interest to the Plan.
See accompanying independent auditors' report.
10
<PAGE> 13
Schedule 2
KIRBY 401(k) PLAN
ITEM 27 (d) - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
For the year ended December 31, 1996
<TABLE>
<CAPTION>
Number of Purchase Selling
Identity of issuer Description of assets transactions price price
------------------ --------------------- ------------ ----- -----
<S> <C> <C> <C> <C>
Texas Commerce Bank N.A. Fidelity Advisor Balanced Fund 115 998,301
Texas Commerce Bank N.A. Fidelity Advisor Balanced Fund 129 1,398,235
Texas Commerce Bank N.A. Fidelity Advisor Growth Opportunity Fund 145 1,761,516 1,035,707
Texas Commerce Bank N.A. Fidelity Advisor Growth Opportunity Fund 140
Texas Commerce Bank N.A. Franklin Balance Sheet Investment Fund 133 1,762,628
Franklin Balance Sheet Investment Fund 126 849,427
Texas Commerce Bank N.A. Franklin US Gov't Securities Fund 113 853,696
Texas Commerce Bank N.A. Templeton Foreign Fund 125 910,962
Texas Commerce Bank N.A. Loan Fund 81 1,337,821
Texas Commerce Bank N.A. Avesta Money Market Funds 194 2,593,613
Texas Commerce Bank N.A. Avesta Money Market Funds 181 2,199,040
<CAPTION>
Value of
Cost asset on
of transaction Net gain
Identity of issuer Description of assets asset date (loss)
------------------ --------------------- ----- ---- ------
<S> <C> <C> <C> <C>
Texas Commerce Bank N.A. Fidelity Advisor Balanced Fund 998,301
Texas Commerce Bank N.A. Fidelity Advisor Balanced Fund 1,338,012 1,338,012 60,223
Texas Commerce Bank N.A. Fidelity Advisor Growth Opportunity Fund 1,761,516
Texas Commerce Bank N.A. Fidelity Advisor Growth Opportunity Fund 939,764 939,764 95,943
Texas Commerce Bank N.A. Franklin Balance Sheet Investment Fund 1,762,728
Franklin Balance Sheet Investment Fund 787,048 787,048 62,380
Texas Commerce Bank N.A. Franklin US Gov't Securities Fund 853,696
Texas Commerce Bank N.A. Templeton Foreign Fund 910,962
Texas Commerce Bank N.A. Loan Fund 1,337,821
Texas Commerce Bank N.A. Avesta Money Market Funds 2,593,613
Texas Commerce Bank N.A. Avesta Money Market Funds 2,199,040 2,199,040 --
</TABLE>
Note: The above transactions represent "reportable transactions" as defined in
Section 2520.103-6 of ERISA.
Texas Commerce Bank N.A. represents a party in interest to the Plan.
See accompanying independent auditors' report.
11
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
KIRBY CORPORATION
(Registrant)
/s/ G.STEPHEN HOLCOMB
----------------------------------------
G. Stephen Holcomb
Vice President and Controller
July 11, 1997
<PAGE> 15
Index to Exhibits
Consent of Independent Auditors
<PAGE> 1
[PEAT MARWICK LLP LETTERHEAD]
Consent of Independent Auditors'
Kirby Corporation
Retirement Plans Administrative Committee:
We consent to the incorporation by reference in the registration statement NO.
33-57625 on Form S-8 of Kirby Corporation of our report dated July 11, 1997
related to the statements of net assets available for benefits of the Kirby
401(k) Plan as of December 31, 1996 and 1995, and the related statements of
changes in net assets available for plan benefits for the years then ended and
the related supplemental schedules, which report appears in the December 31,
1996 annual report on Form 11-K of Kirby 401(k) Plan.
KPMG PEAT MARWICK LLP
Houston, Texas
July 11, 1997
