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December
29, 2008
VIA
EDGAR
Max A.
Webb
Assistant
Director
Securities
and Exchange Commission
Division
of Corporate Finance
100 F
Street, N.E.
Washington,
DC 20549
|
Re:
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Kirby
Corporation
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Form
10-K
Filed
February 27, 2008
Schedule
14A filed March 7, 2008
File No.
001-07615
Dear Mr.
Webb:
We are
responding to your letter dated December 15, 2008 regarding the filings listed
above by Kirby Corporation (the “Company”). Our response repeats the
caption and comment contained in your December 15, 2008 letter.
Form
10-K
Item 5. Market
for Registrant’s Common Equity and Related Stockholder Matters, page
22
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1.
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It
does not appear you have included a table disclosing securities authorized
for issuance under equity compensation plans. Refer to Item
201(d) of Regulation S-K.
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Pursuant
to General Instruction G(3) to Form 10-K, the information required by Part III
of Form 10-K (including the equity compensation plan information required by
Item 201(d) of Regulation S-K) is incorporated by reference to our definitive
proxy statement, which contains that information on page 24. See "Part
III. Items 10 Through 14" on page 47 of the 10-K. We interpret Item 5(a) of
Form 10-K (including the reference there to Item 201 of Regulation S-K) to apply
only when we have sold equity securities during the reporting period that were
not registered under the Securities Act. There were no such sales
during 2007.
Exhibit 31.1 and
31.2
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2.
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We
note that the identification of the certifying individual at the beginning
of the certification required by Exchange Act Rule 13a-14(a) also includes
the title of the certifying individual. In future filings, the
identification of the certifying individual at the beginning of the
certification should be revised so as not to include the individual’s
title.
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All
future filings will not include the title of the certifying individual at the
beginning of the certification.
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3.
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In
this regard, we also note that the word “report” has been replaced with
“annual report” in paragraphs two and three, and the word “registrant” has
been replaced throughout with the word “Company.” In future
filings, the certification should be revised to track the language exactly
as set forth in Item 601(b)(31) of Regulation
S-K.
|
All
future filings will track the language exactly as set forth in Item 601(b)(31)
of Regulation S-K.
As
referenced in your letter dated December 15, 2008, the Company acknowledges that
it is responsible for the adequacy and accuracy of the disclosure in the
filing. The Company acknowledges that staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from
taking any action with respect to the filing. The Company also
acknowledges that staff comments may not be asserted as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
The
Company believes it has appropriately responded to your comments contained in
your letter dated December 15, 2008. Please do not hesitate to call
the undersigned, Norman W. Nolen, Executive Vice President, Chief Financial
Officer and Treasurer, at 713-435-1102 or Ronald A. Dragg, Vice President and
Controller, at 713-435-1052 with any questions or if we may provide you with
additional information.
Respectfully
submitted,
Norman W.
Nolen
Executive
Vice President, Chief Financial Officer and Treasurer
cc: Joseph
H. Pyne, President and Chief Executive Officer of Kirby Corporation