<PAGE> 1
================================================================================
As filed with the Securities and Exchange Commission on June 29, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 1997
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, 1997 and 1996........................................................................ 2
Statements of Changes in Net Assets Available for Benefits
(Modified Cash Basis), for the years ended December 31, 1997 and 1996............................. 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
</TABLE>
Schedules, other than those listed above, are omitted because of the absence of
the conditions under which they are required.
<PAGE> 3
[KPMG 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
(modified cash basis) of the Kirby 401(k) Plan (the Plan) as of December 31,
1997 and 1996, and the related statements of changes in net assets available for
benefits (modified cash basis) for the years ended December 31, 1997 and 1996.
These financial statements 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 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, 1997 and 1996, and the changes in net assets available for benefits
for the years ended December 31, 1997 and 1996 on the basis of accounting
described in note 2.
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
June 19, 1998
1
<PAGE> 4
KIRBY 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(MODIFIED CASH BASIS)
December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Investments at fair value:
Cash $ -- 105,260
Common trust fund 4,850,393 5,281,873
Mutual funds 20,152,154 13,852,858
Kirby Corporation common stock 612,631 464,955
Participant loans 2,161,754 1,832,432
----------- -----------
Total assets 27,776,932 21,537,378
Liabilities - accrued expenses 14,093 --
----------- -----------
Net assets available for benefits $27,762,839 21,537,378
=========== ===========
</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, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Net assets available for benefits, beginning of year $21,537,378 16,832,263
----------- -----------
Additions to net assets attributed to:
Contributions from participants 3,410,831 3,158,631
Contributions from employers 1,233,245 1,149,231
Rollover contributions 274,785 259,161
Interest and dividend income 1,135,807 767,350
Net unrealized gain in fair value of investments 1,263,035 625,386
Net realized gain from disposition of investments 399,326 164,243
Other income 924,905 652,541
----------- -----------
Total additions 8,641,934 6,776,543
----------- -----------
Deductions from net assets attributed to:
Benefits paid to participants 2,331,780 2,026,378
Administration fees 84,693 45,050
----------- -----------
Total deductions 2,416,473 2,071,428
----------- -----------
Net increase 6,225,461 4,705,115
----------- -----------
Net assets available for benefits, end of year $27,762,839 21,537,378
=========== ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 6
KIRBY 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(MODIFIED CASH BASIS)
December 31, 1997 and 1996
(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. During 1997, the Plan
eliminated the Fidelity Advisor Growth and Income Fund Option. The
fund balance in the Fidelity Advisor Growth and Income Fund was
transferred to the Janus Balanced Fund.
(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) RECLASSIFICATIONS
Certain reclassifications have been made to reflect current
presentation of financial information.
(i) 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
Chase Bank of Texas 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:
Chase 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 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, 1997
and 1996 are as follows:
<TABLE>
<CAPTION>
December 31,
-----------------------
1997 1996
---------- ---------
<S> <C> <C>
Fidelity Advisor Growth Opportunities Fund $6,409,261 4,139,220
Franklin Balance Sheet Investment Fund 4,997,058 3,527,963
Chase Money Market Fund 4,850,393 5,281,873
Janus Balanced Fund 4,008,464 597,558
Franklin Custodian Funds - U.S. Government
Securities Series Fund 2,444,203 2,010,264
Templeton Foreign Fund 2,293,168 1,782,810
Loan Fund 2,161,754 1,832,432
Fidelity Advisor Growth & Income Fund -- 1,795,043
</TABLE>
(Continued)
7
<PAGE> 10
KIRBY 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(MODIFIED CASH BASIS)
(3) INVESTMENTS
As of December 31, 1997, employees can direct the investment of their
contributions and the employer's contributions on their behalf into any or all
of the following investment funds: Fidelity Advisor Growth Opportunities Fund,
Kirby Corporation-Common Stock Fund, Templeton Foreign Fund, Franklin Balance
Sheet Investment Fund, Franklin U.S. Government Securities Fund, Chase Bank
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, 1997 are as follows:
<TABLE>
<CAPTION>
Fidelity Advisor Kirby
Fidelity Advisor Growth Corporation Templeton
Growth & Opportunities Common Foreign
Cash Income Fund(a) Fund Stock Fund Fund
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Net assets available for benefits at
December 31, 1996 $ 105,260 1,795,043 4,139,220 464,955 1,782,810
-------------- -------------- -------------- -------------- --------------
Contributions from participants -- 18,473 789,972 104,818 321,652
Contributions from employers -- 6,961 267,847 42,209 116,734
Rollover contributions -- -- 95,165 24,002 12,788
Interest and dividend income -- 17 91,694 -- 73,808
Net unrealized gain (loss) in fair
value of investments -- -- 764,476 (7,522) (148,512)
Net realized gain (loss) from
disposition of investments -- 54,850 121,813 (4,551) 26,218
Other income 6 -- 332,608 6,289 180,490
-------------- -------------- -------------- -------------- --------------
Total additions 6 80,301 2,463,575 165,245 583,178
-------------- -------------- -------------- -------------- --------------
Deductions from net assets attributed to:
Benefits paid to participants 188 19,029 348,150 8,727 64,963
Administration fees -- 1,978 23,278 2,386 10,031
-------------- -------------- -------------- -------------- --------------
Total deductions 188 21,007 371,428 11,113 74,994
Net increase (decrease) before
interfund transfers (182) 59,294 2,092,147 154,132 508,184
Interfund transfers, net (105,078) (1,854,337) 172,978 (6,456) 232
-------------- -------------- -------------- -------------- --------------
Net increase (decrease) after
interfund transfers (105,260) (1,795,043) 2,265,125 147,676 508,416
-------------- -------------- -------------- -------------- --------------
Net assets available for benefits at
December 31, 1997 $ -- -- 6,404,345 612,631 2,291,226
============== ============== ============== ============== ==============
</TABLE>
<TABLE>
<CAPTION>
Franklin Franklin
Balance Sheet U.S. Chase Bank Janus
Investment Government Money Balanced
Fund Securities Fund Market Fund Fund Loan Fund Total
------------- ---------------- ----------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for benefits at
December 31, 1996 3,527,963 2,010,264 5,281,873 597,558 1,832,432 21,537,378
------------- ---------------- ----------- --------- --------- ----------
Contributions from participants 602,624 302,458 758,317 512,517 -- 3,410,831
Contributions from employers 206,069 109,044 304,236 180,145 -- 1,233,245
Rollover contributions 17,696 -- 92,309 32,825 -- 274,785
Interest and dividend income 90,696 162,038 259,531 290,891 167,132 1,135,807
Net unrealized gain (loss) in fair
value of investments 520,512 44,333 -- 89,748 -- 1,263,035
Net realized gain (loss) from
disposition of investments 128,137 2,584 -- 70,275 -- 399,326
Other income 250,229 31 6,695 148,557 -- 924,905
------------- ---------------- ----------- --------- --------- ----------
Total additions 1,815,963 620,488 1,421,088 1,324,958 167,132 8,641,934
------------- ---------------- ----------- --------- --------- ----------
Deductions from net assets attributed to:
Benefits paid to participants 289,685 144,769 1,057,534 206,482 192,253 2,331,780
Administration fees 19,617 9,387 5,705 12,311 -- 84,693
------------- ---------------- ----------- --------- --------- ----------
Total deductions 309,302 154,156 1,063,239 218,793 192,253 2,416,473
Net increase (decrease) before
interfund transfers 1,506,661 466,332 357,849 1,106,165 (25,121) 6,225,461
Interfund transfers, net (41,118) (33,680) (789,816) 2,302,832 354,443 --
------------- ---------------- ----------- --------- --------- ----------
Net increase (decrease) after
interfund transfers 1,465,543 432,652 (431,967) 3,408,997 329,322 6,225,461
------------- ---------------- ----------- --------- --------- ----------
Net assets available for benefits at
December 31, 1997 4,993,506 2,442,916 4,849,906 4,006,555 2,161,754 27,762,839
============= ================ =========== ========= ========= ==========
</TABLE>
(a) This investment fund option was eliminated during 1997. All funds were
transferred to the Janus Balanced Fund.
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 Chase
Bank of Texas. Chase Bank of Texas 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. The Plan has been amended since receiving this
determination letter. However, the Plan Administrator believes the Plan
is currently designed and operated in compliance with the applicable
requirements of the Code. Therefore, the Plan Administrator believes
the Plan was qualified and the related trust was tax-exempt as of
December 31, 1997. The Company intends that the Plan and its related
trust continue to so qualify.
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.
(Continued)
9
<PAGE> 12
Schedule 1
KIRBY 401(k) PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(MODIFIED CASH BASIS)
December 31, 1997
<TABLE>
<CAPTION>
Identity of issue,
borrower, lessor or Description of Current
similar party asset Cost value
------------------- -------------- ------------- ----------
<S> <C> <C> <C>
Common Trust Fund:
Chase Bank N.A. Chase Money Market Fund $ 4,850,393 4,850,393
============= ==========
Mutual Funds:
Fidelity Fidelity Advisor Growth Opportunities Fund $ 5,219,092 6,409,261
Templeton Templeton Foreign Fund 2,321,647 2,293,168
Franklin Franklin Balance Sheet Investment Fund 4,283,299 4,997,058
Franklin Franklin Custodian Funds - U.S.
Government Securities Series 2,409,221 2,444,203
Janus Janus Balanced Fund 3,931,111 4,008,464
------------- ----------
Total mutual funds $ 18,164,370 20,152,154
============= ==========
Common stock:
Kirby Corporation Common stock $ 593,114 612,631
============= ==========
Participant loans - with interest rates ranging from 7% to 10%
and having maturities of one to five years $ 2,161,754 2,161,754
============= ==========
</TABLE>
Chase 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) - SCHEDULE OF REPORTABLE TRANSACTIONS
For the year ended December 31, 1997
<TABLE>
<CAPTION>
Number of Purchase
Identity of issuer Description of assets transactions price
------------------ --------------------- ------------ --------
<S> <C> <C> <C>
SINGLE TRANSACTIONS:
Chase Bank of Texas, N.A. Janus Balanced Fund 1 $ 1,358,352
Chase Bank of Texas, N.A. Fidelity Advisor Balanced Fund 1 --
SERIES TRANSACTIONS:
Chase Bank of Texas, N.A. Fidelity Advisor Growth Opportunities Fund 152 2,536,473
Chase Bank of Texas, N.A. Franklin Balance Sheet Investment Fund 145 1,959,211
Chase Bank of Texas, N.A. Janus Balanced Fund 147 2,583,073
Chase Bank of Texas, N.A. Templeton Foreign Fund 118 1,121,330
Chase Bank of Texas, N.A. Loan Fund 75 1,273,466
Chase Bank of Texas, N.A. Chase Money Market Funds 132 3,707,400
Chase Bank of Texas, N.A. Chase Money Market Funds 170 --
</TABLE>
<TABLE>
<CAPTION>
Value of
Cost asset on
Selling of transaction
Identity of issuer Price asset date Net gain
------------------ --------- -------- ----------- --------
<S> <C> <C> <C> <C>
SINGLE TRANSACTIONS:
Chase Bank of Texas, N.A. -- 1,358,352 -- --
Chase Bank of Texas, N.A. 1,358,352 1,234,705 1,234,705 123,647
SERIES TRANSACTIONS:
Chase Bank of Texas, N.A. -- 2,536,473 -- --
Chase Bank of Texas, N.A. -- 1,959,211 -- --
Chase Bank of Texas, N.A. -- 2,583,073 -- --
Chase Bank of Texas, N.A. -- 1,121,330 -- --
Chase Bank of Texas, N.A. -- 1,273,466 -- --
Chase Bank of Texas, N.A. -- 3,707,400 -- --
Chase Bank of Texas, N.A. 4,138,705 4,138,705 4,138,705 --
</TABLE>
Note: The above transactions represent "reportable transactions" as defined in
Section 2520.103-6 of ERISA. Chase Bank of Texas, N.A. represents a
party in interest to the Plan.
See accompanying independent auditors' report.
11
<PAGE> 14
EXHIBIT INDEX
23 -- Consent of Independent Auditors
<PAGE> 1
[KPMG PEAT MARWICK LLP LETTERHEAD]
Independent Auditors Consent
Plan Administrator
Kirby 401(k) Plan:
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 June 19, 1998
related to the statements of net assets available for benefits of the Kirby
401(k) Plan as of December 31, 1997 and 1996, 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,
1997 annual report on Form 11-K of the Kirby 401(k) Plan.
KPMG Peat Marwick LLP
Houston, Texas
June 29, 1998
