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As Filed With The Securities And Exchange Commission On March 12, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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Amendment No. 1
to
Schedule 13e-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of The Securities Exchange Act of 1934)
Kirby Corporation
(Name of issuer)
Kirby Corporation
(Name of person(s) filing statement)
Common Stock, par value $0.10 per share
(Title of class of securities)
497266 10 6
(CUSIP number of class of securities)
BRIAN K. HARRINGTON
Senior Vice President
Kirby Corporation
1775 St. James Place, Suite 200
Houston, Texas 77056-3453
(713) 435-1000
(Name,address and telephone number of person authorized to receive notices
and communications on behalf of the person(s) filing statement)
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Copy to:
THOMAS G. ADLER
Jenkens & Gilchrist, a Professional Corporation
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202
(214) 855-4500
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February 17, 1998
(Date tender offer first published, sent or given to security holders)
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$73,500,000 $14,700
* Calculated solely for the purpose of determining the filing fee, based upon
the purchase of 3,000,000 share sat the maximum tender offer price per
share of $24.50.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(A)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
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Amount previous paid: $14,700 Filing party: Kirby Corporation
Form or Registration No.: Schedule 13E-4 Date Filed: February 17, 1998
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This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") dated February 17, 1998, filed by
Kirby Corporation, a Nevada corporation (the "Company"), relating to the offer
by the Company to purchase 3,000,000 shares (or such lesser number of shares as
are properly tendered) of its Common Stock, par value $0.10 per share (the
"Shares"), at a price not in excess of $24.50 nor less than $21.00 net per Share
in cash upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated February 17, 1998 (the "Offer to Purchase"), and in the related
Letter of Transmittal, which together constitute the "Offer," copies of which
are attached as Exhibit (a)(1) and (a)(2) to the Statement. Capitalized terms
defined in the Statement and not otherwise defined herein shall have the
meanings specified in the Statement.
ITEM 1. SECURITY AND ISSUER.
(b) The Company has been informed that the following officers,
directors or affiliates of the Company intend to tender Shares pursuant to
the Offer:
(i) Portfolio A Investors, L.P. ("PAI"), an entity that holds
approximately 13% of the outstanding Shares and that is indirectly
controlled by Thomas M. Taylor, a director of the Company, intends to
tender 395,168 Shares.
(ii) A number of trusts for which George A. Peterkin, Jr.,
Chairman of the Board of the Company, serves as a trustee, and a
foundation for which Mr. Peterkin serves as a director, intend to
tender an aggregate of 27,100 Shares.
(iii) G. Stephen Holcomb, Vice President and Controller of the
Company, intends to tender 8,000 Shares.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule 13e-4 is true, complete and
correct.
KIRBY CORPORATION
By: /s/ Brian K. Harrington
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Name: Brian K. Harrington
Title: Senior Vice President
March 12, 1998
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