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COMMISSION FILE NO. 1-7615
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
APPLICATION FOR WITHDRAWAL FROM LISTING OF SECURITIES
PURSUANT TO SECTION 12(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
KIRBY CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 74-1884980
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1775 St. James Place, Suite 300
Houston, Texas 77056
(Address of principal executive offices) (Zip Code)
Securities to be withdrawn pursuant to Section 12(d) of the Act:
Title of each class Name of each exchange on which
to be so withdrawn each class is to be withdrawn
Common Stock, American Stock Exchange, Inc.
$0.10 par value per share
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The $0.10 par value common stock of the Registrant has been listed for
trading on the American Stock Exchange, Inc. ("AMEX") and, pursuant to a
Registration Statement on Form 8-A which became effective on or about October 4,
1996, the New York Stock Exchange, Inc. ("NYSE"). Trading in the Registrant's
common stock on the NYSE commenced at the opening of business on October 15,
1996, and concurrently therewith such stock was suspended from trading on the
AMEX.
The Registrant has complied with Rule 18 of the AMEX by filing with the
AMEX a certified copy of preambles and resolutions adopted by the Registrant's
Board of Directors authorizing the withdrawal of its common stock from listing
on the AMEX and by setting forth in detail to the AMEX the reason for such
proposed withdrawal, and the facts in support thereof. In making the decision to
withdraw its common stock from listing on the AMEX, the Registrant considered
the direct and indirect costs and expenses attendant on maintaining the dual
listing of its common stock on the NYSE and the AMEX. The Registrant does not
see any particular advantage in the dual trading of its stock and believes that
dual listing would fragment the market for its common stock. A certified copy of
the preambles and resolutions adopted by Registrant's Board of Directors is set
forth as Exhibit A to this Application.
The AMEX has informed the Registrant that it has no objection to the
withdrawal of the Registrant's common stock from listing on the AMEX. A copy of
the letter dated September 24, 1996, from the AMEX to Registrant to that effect
is set forth as Exhibit B to this application.
This Application relates solely to the withdrawal from listing of the
Registrant's common stock from the AMEX and shall have no effect upon the
continued listing of such common stock on the NYSE.
By reason of Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Act"), and the rules and regulations of the Securities and
Exchange Commission ("SEC") thereunder, the Registrant shall continue to be
obligated to file reports under Section 13 of the Act with the SEC and the NYSE.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Application to be signed on its
behalf by the undersigned thereunto duly authorized.
KIRBY CORPORATION
By /s/ G. Stephen Holcomb
G. Stephen Holcomb,
Dated: October 23, 1996 Vice President and Controller
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INDEX TO EXHIBITS
Exhibit Description
A Certified Resolution of Board of Directors of
Registrant
B "No Objection" Letter dated September 24, 1996, from the
American Stock Exchange, Inc.
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EXHIBIT A
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EXHIBIT A
CORPORATION RESOLUTIONS
I, HENRY GILCHRIST, do hereby certify that I am the duly elected and
qualified Secretary of Kirby Corporation, a Nevada corporation (the "Company"),
and that the following is a true and correct copy of certain resolutions duly
adopted at a meeting of the Board of Directors thereof, convened and held in
accordance with the law and the Bylaws of said Company on July 16, 1996, and
that such resolutions are now in full force and effect:
WHEREAS, the Company's common stock, $0.10 par value (the "Common
Stock") is currently listed and trading on the American Stock Exchange
("AMEX"); and
WHEREAS, the Company desires to broaden the trading base for its Common
Stock, desires to make the Common Stock available to additional
institutional investors, desires to afford the greatest liquidity for
its stockholders, desires to enhance the execution of block trades,
desires to enhance the visibility of the Corporation in the financial
community and desires a presence on the Stock Exchange on which shares
of corporations of similar size and financial strength are traded; and
WHEREAS, the Board of Directors of the Company has determined that it
is in the best interests of the Company to list the Common Stock and
cause it to be admitted to trading on the New York Stock Exchange
("NYSE").
NOW, THEREFORE, BE IT RESOLVED, that all officers of the Company be and
each hereby is authorized and directed to take, or cause to be taken,
all actions necessary or advisable to effect the listing and trading of
the Common Stock on NYSE, including the preparation, execution and
filing of all necessary applications, documents, forms and agreements
with NYSE and the Securities and Exchange Commission (the "SEC"), the
payment by the Company of filing, listing or application fees, the
preparation of temporary and permanent certificates for the Common
Stock, and the appearance of any such officer before NYSE officers.
RESOLVED FURTHER, that, in order to avoid the direct and indirect costs
and the division of the market resulting from dual listing on AMEX and
NYSE, all officers of the Company be and each hereby is authorized and
directed to take or cause to be taken all actions necessary or
advisable to delist and suspend the trading of the Common Stock on AMEX
upon the admission of the Common Stock to trading on NYSE, including
the preparation, execution and delivery of applications, documents,
forms and agreement with AMEX and the SEC.
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RESOLVED FURTHER, that the transfer agent and registrar for the Common
Stock continue to be Boston EquiServe (Bank of Boston) or other
transfer agent and registrar designated by the Company and approved by
NYSE.
RESOLVED FURTHER, that all officers of the Company be and each hereby
is authorized from time to time to do, or cause to be done, all such
other acts and things and to execute and deliver all such instruments
and documents, as each such officer shall deem necessary or appropriate
to cause the Company to become listed and admitted to trading on NYSE
and, upon such admission to trading, to cause the Company to be
delisted on AMEX and otherwise to carry out the purpose and intent of
the foregoing resolutions.
RESOLVED FURTHER, that all actions taken and expenses incurred by any
officer or director heretofore in furtherance of any of the actions
authorized by the foregoing resolutions hereby are expressly ratified,
confirmed, adopted and approved.
IN WITNESS WHEREOF, I have affixed my name as Secretary and have caused
the corporate seal of said Company to be hereunto affixed, this 23rd day of
October, 1996.
(Seal) /s/ Henry Gilchrist
Henry Gilchrist, Secretary
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EXHIBIT B
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86 Trinity Place
New York, New York 10006-1881
Tel.: 212 306-1432
Fax: 212 306-2045
EXHIBIT B
Michael S. Emen
Vice President & Counsel - Securities
Legal & Regulatory Policy Division
American
Stock Exchange September 24, 1996
Mr. J. H. Pyne
President
Kirby Corporation
1775 St. James Place
Suite 300
Houston, Texas 77251
Dear Mr. Pyne:
We have reviewed a copy of the resolution adopted by the Board of Directors of
Kirby Corporation on July 16, 1996 which authorizes the withdrawal of the
Company's Common Stock from listing and registration on the Exchange. On the
basis of that resolution, we have determined not to interpose an objection to
your filing an application with the Securities and Exchange Commission to remove
the Company's Common Stock from listing on the Amex. As provided by SEC Rule
12d2-2, a copy of this application should be sent to the attention of Charles
Stevens at the Exchange.
We also wish to advise that in view of the Company's pending listing on the New
York Stock Exchange, we will not require the Company to give its stockholders
prior notice of its intention to file such application.
Should you have any further questions regarding this matter, please do not
hesitate to contact Mr. Stevens at (212) 306-1480.
Sincerely,
/s/ Michael S. Emen
MSE/rg
AMEX
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