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As filed with the Securities and Exchange Commission on June 28, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 1999
OR
/ / TRANSITION REPORT PURSUANAT 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
55 Waugh Drive, Suite 1000
Houston, Texas 77007
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KIRBY 401(k) PLAN
Financial Statements and Supplemental Schedule
December 31, 1999 and 1998
(With Independent Auditors'
Report Thereon)
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KIRBY 401(k) PLAN
Index to Financial Statements and Schedule
Page
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits (Modified Cash Basis) -
December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for Benefits
(Modified Cash Basis) - For the years ended
December 31, 1999 and 1998 3
Notes to Financial Statements (Modified Cash Basis) 4-8
Supplemental Schedule
Schedule of Assets Held for Investment Purposes at End of Year
(Modified Cash Basis) - December 31, 1999 9
Schedules, other than those listed above, are omitted because of the absence of
the conditions under which they are required.
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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, 1999 and 1998, and the related statements of changes in net assets
available for benefits (modified cash basis) for the years ended December 31,
1999 and 1998. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements 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 schedule
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, 1999 and 1998, and the changes in net assets available for
benefits for the years ended December 31, 1999 and 1998 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 schedule of assets held
for investment purposes at end of year is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements but is 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 schedule
has been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
KPMG LLP
Houston, Texas
June 23, 2000
1
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KIRBY 401(k) PLAN
Statements of Net Assets Available for Benefits
(Modified Cash Basis)
December 31, 1999 and 1998
1999 1998
------------- ------------
Investments at fair value $ 43,449,049 31,339,368
Liabilities - accrued expenses 57 -
------------- ------------
Net assets available for benefits $ 43,448,992 31,339,368
============= ============
See accompanying notes to financial statements.
2
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KIRBY 401(k) PLAN
Statements of Changes in Net Assets Available for Benefits
(Modified Cash Basis)
For the years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Additions to net assets attributed to:
Contributions from participants $ 3,381,712 3,289,061
Contributions from employers 1,229,864 1,205,442
Rollover contributions 286,060 187,309
Interest and dividend income 1,012,993 1,431,581
Net unrealized gain in fair value of investments 1,233,524 1,487,760
Net realized gain from disposition of investments 164,615 326,418
Other income 907,981 183,689
------------ ------------
Total additions 8,216,749 8,111,260
------------ ------------
Deductions from net assets attributed to:
Benefits paid to participants 4,050,825 4,424,355
Administration fees 120,699 110,376
------------ ------------
Total deductions 4,171,524 4,534,731
------------ ------------
Transfers to the plan from the Hollywood Marine,
Inc. 401(k) Plan (note 1) 8,064,399 -
------------ ------------
Net increase 12,109,624 3,576,529
Net assets available for benefits, beginning of year 31,339,368 27,762,839
------------ ------------
Net assets available for benefits, end of year $ 43,448,992 31,339,368
============ ============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 7
KIRBY 401 (k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 1999 and 1998
(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 and
the attainment of age 18. 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) Plan Merger
The Hollywood Marine, Inc. (HMI) 401(k) Plan (HMI Plan) was
merged into the Plan and all HMI balances were transferred to
the Plan effective December 31, 1999. Commencing January 1,
2000, former HMI Plan participants are subject to the same plan
provisions as the Kirby 401(k) Plan participants.
(c) Plan Amendments
In December 1999, the Plan was amended to include HMI employees
as the HMI Plan was merged into the Plan effective December 31,
1999.
Effective December 31, 1999, in connection with the merger of
the HMI Plan into the Plan, the Plan added the Janus Growth and
Income Fund, the Vanguard 500 Index Trust, and the Dreyfus
Emerging Leaders Fund Options.
(d) 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.
(e) Benefits Payments
Benefits payments are 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
considered deemed distributions if not repaid and are deducted
from the participant's account balance prior to distribution.
These amounts are taxed to the participant in the year of the
participant's termination.
(Continued)
4
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KIRBY 401 (k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 1999 and 1998
(f) Vesting
A participant in the Kirby 401(k) Plan, excluding former HMI
Plan participants, 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.
Employer contributions made in the prior HMI Plan are subject
to a five-year vesting schedule based on the participant's HMI
Service date. Forfeitures of non-vested participants are
credited to the accounts of former HMI Plan participants based
on a formula that considers the total compensation, as defined,
of all former HMI Plan participants for that plan year.
Commencing January 1, 2000, employer contributions to former
HMI Plan participants will be subject to the same vesting
schedule as Kirby participants.
(g) 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.
(h) 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 vest
immediately and will be distributed to the participants after
payment of expenses for distribution and liquidation.
(i) Reclassifications
Certain reclassifications have been made to reflect current
presentation of financial information.
(j) 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.
(Continued)
5
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KIRBY 401 (k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 1999 and 1998
(k) Accounting Pronouncement
In September 1999, the American Institute of Certified Public
Accountants issued Statement of Position 99-3, Accounting for
and Reporting of Certain Defined Contribution Plan Investments
and Other Disclosure Matters (SOP 99-3). SOP 99-3 simplifies
the disclosure requirements for certain investments and is
effective for plan years ending after December 15, 1999. The
Plan adopted SOP 99-3 during the Plan year ending December 31,
1999. Accordingly, information previously required to be
disclosed by fund is not presented in the Plan's 1999 financial
statements. The Plan's 1998 financial statements have been
reclassified to conform with the current year's presentation.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements have been prepared on the
modified cash basis, which is a comprehensive basis of
accounting other than generally accepted accounting principles,
and is an acceptable method of reporting for the Department of
Labor and ERISA. The modified cash basis of accounting 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 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 during 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.
(3) Investments
Each participant has the right to direct his contributions and the
Company's matching contributions between the investment funds offered
by the Plan. Descriptions of the Plan's investment fund options are
included in the summary plan description provided to all eligible
employees.
(Continued)
6
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KIRBY 401 (k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 1999 and 1998
The following presents investments that represent 5 percent or more of
the Plan's net assets. All investments are participant-directed.
<TABLE>
<CAPTION>
December 31,
------------------------------
1999 1998
-------------- ------------
<S> <C> <C>
Fidelity Advisor Growth Opportunities Fund $ 9,579,024 7,979,303
Janus Balanced Fund 7,943,363 5,605,554
Chase Bank Money Market Fund 7,036,472 5,465,444
Franklin Balance Sheet Investment Fund 3,471,291 4,497,545
Franklin U.S. Government Securities Fund 2,993,232 2,714,307
Templeton Foreign Fund 2,827,805 1,805,632
Participant loans 2,916,373 2,325,064
Janus Growth and Income Fund 3,154,800 -
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</TABLE>
During 1999, the Plan's investments (including realized gains and
losses on investments bought and sold, as well as unrealized gains on
investments held during the year) appreciated in value by $1,398,139 as
follows:
Mutual funds $ 1,315,962
Common stock 82,177
--------------
$ 1,398,139
==============
(4) Related Party Transactions
Certain plan investment options include shares of Kirby Corporation
common stock and mutual funds managed by Chase Bank of Texas. Kirby is
the plan sponsor and Chase Bank of Texas is the recordkeeper and
trustee as defined by the Plan, and therefore, these transactions
qualify as party-in-interest transactions.
The Plan has participant loans outstanding which are secured solely by
a portion of the participant's vested account balance, in accordance
with the plan document.
(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, 1999. The Company intends that the Plan and its related
trust continue to so qualify.
(Continued)
7
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KIRBY 401(k) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 1999 and 1998
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.
(6) Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
----------------------------------
1999 1998
----------------- ---------------
<S> <C> <C>
Net assets available for benefits per
the financial statements $ 43,448,992 31,339,368
Amounts allocated to withdrawing participants 69,255 30,025
----------------- ---------------
Net assets available for benefits per the
Form 5500 $ 43,379,737 31,309,343
================= ===============
</TABLE>
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
Years ended
December 31,
-------------------------------
1999 1998
-------------- ---------------
<S> <C> <C>
Benefits paid to participants per the
financial statements $ 4,050,825 4,424,355
Add: Amounts allocated to withdrawing
participants at December 31
(current year) 69,255 30,025
Less: Amounts allocated to withdrawing
participants at December 31
(prior year) (30,025) -
-------------- ---------------
Benefits paid to participants per
Form 5500 $ 4,090,055 4,454,380
============== ===============
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for
payment prior to December 31 but not yet paid as of that date.
8
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Schedule
KIRBY 401(k) PLAN
Schedule of Assets Held for Investment Purposes at End of Year
(Modified Cash Basis)
December 31, 1999
<TABLE>
<CAPTION>
Identity of issue,
borrower, lessor or Description of Current
similar party asset value
-------------------- ------------------------------------------- --------------
<S> <C> <C>
Common Trust Fund:
Chase Bank N.A. Chase Bank Money Market Fund $ 7,036,472
==============
Mutual Funds:
Dreyfus Dreyfus Emerging Leader Fund $ 1,708,826
Fidelity Fidelity Advisor Growth Opportunities Fund 9,579,024
Templeton Templeton Foreign Fund 2,827,805
Franklin Franklin Balance Sheet Investment Fund 3,471,291
Franklin Franklin U.S. Government Securities Fund 2,993,232
Janus Janus Balanced Fund 7,943,363
Janus Janus Growth and Income Fund 3,154,800
--------------
Total mutual funds $ 31,678,341
==============
Common stock:
Kirby Corporation Kirby Corporation common stock $ 1,817,863
==============
Participant loans - with interest rates ranging from 7% to 10%
and having maturities of one to five years $ 2,916,373
==============
</TABLE>
Chase Bank N.A. and Kirby Corporation represent parties-in-interest to the Plan.
See accompanying independent auditors report.
9
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SIGNATURES
Pursuant to the requirement 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
June 28, 2000
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EXHIBIT INDEX
Exhibit 23 -- Independent Auditors' Consent
