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 ================================================================================ 2 KIRBY 401(k) PLAN INDEX TO FINANCIAL STATEMENTS AND SCHEDULES Schedules, other than those listed above, are omitted because of the conditions under which they are required.
Page ---- 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 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 4 KIRBY 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (MODIFIED CASH BASIS) December 31, 1996 and 1995 See accompanying notes to financial statements. 2
1996 1995 ---- ---- 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 =========== ========== 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 See accompanying notes to financial statements. 3
1996 1995 ---- ---- 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 =========== ========== 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 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 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 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: (Continued) 7
December 31, ------------ 1996 1995 ---- ---- 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 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: 8
Fidelity Advisor Kirby Fidelity Advisor Growth Corporation Growth & Opportunities Common Cash Income Fund Fund Stock Fund ---- ----------- ---- ---------- 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 ========= ========= ========= ======= Texas Franklin Franklin Commerce Templeton Balance Sheet U.S. Bank Foreign Investment Government Avesta Money Fund Fund Securities Fund Market Fund ---- ---- --------------- ----------- 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 ========= ========= ========= ========= Janus Balanced Fund Loan Fund Total ---- --------- ----- 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 ======= ========= ========== 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 12 Schedule 1 KIRBY 401(k)PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (MODIFIED CASH BASIS) December 31, 1996 Texas Commerce Bank N.A. represents a party in interest to the Plan. See accompanying independent auditors' report. 10
Identity of issue, borrower, lessor or Description of Current similar party asset Cost value ------------- ----- ---- ----- 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 =========== ========== 13 Schedule 2 KIRBY 401(k) PLAN ITEM 27 (d) - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS For the year ended December 31, 1996 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
Number of Purchase Selling Identity of issuer Description of assets transactions price price ------------------ --------------------- ------------ ----- ----- 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 Value of Cost asset on of transaction Net gain Identity of issuer Description of assets asset date (loss) ------------------ --------------------- ----- ---- ------ 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 -- 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 15 Index to Exhibits Consent of Independent Auditors
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