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As Filed With The Securities And Exchange Commission On March 16, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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Amendment No. 2
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.
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. 2 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") dated February 17, 1998, and
Amendment No.1 to the Statement dated March 12, 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 8. ADDITIONAL INFORMATION.
(e) On March 16, 1998, the Company completed the previously announced sale
of its U.S. flag offshore product tanker and harbor service operations to Hvide
Marine Incorporated and an affiliate of August Trading Company, Inc. for a
combined $38.6 million in cash. A copy of the press release issued by the
Company on March 16, 1998 announcing the completion of the transaction is filed
as Exhibit (c)(1) hereto and is incorporated by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(c)(1) Press Release.
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 16, 1998
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Exhibit (c)(1)
KIRBY CORPORATION
FOR IMMEDIATE RELEASE
KIRBY CORPORATION ANNOUNCES COMPLETION OF SALE OF OFFSHORE
TANKER AND HARBOR SERVICE OPERATIONS
Houston, Texas (March 16, 1998) - Kirby Corporation (NYSE:KEX) ("Kirby"),
completed today the previously announced sale of its U.S. flag offshore product
tanker and harbor service operations. In accordance with a definitive purchase
agreement dated January 28, 1998, Kirby sold two tankers and its harbor service
operations to Hvide Marine Incorporated and five tankers to an affiliate of
August Trading Company, Inc. for a combined $38.6 million in cash.
The offshore tanker and harbor service operations' financial results were
accounted for as discontinued operations as of December 31, 1997. Results for
the 1997 year included an estimated $3,966,000 net loss, or $.16 per share on a
diluted basis, from the sale of the operations. The estimated net loss included
a provision for operations during the phase-out period, January 1, 1998 through
the date of sale.
Proceeds from the sale of the tanker and harbor service operations will be used
to partially fund Kirby's February 17, 1998 announced Dutch Auction tender offer
to repurchase up to 3,000,000 shares of Kirby common stock, representing
approximately 12% of Kirby's outstanding common stock. The tender offer price is
in a range from $21.00 to $24.50 per share in cash. The tender offer will expire
at 12:00 midnight, New York City time, on March 16, 1998, unless extended.
Kirby Corporation, based in Houston, Texas, is the largest domestic operator of
inland tank barges with a fleet of 519 barges and 127 towing vessels
transporting industrial chemicals, refined petroleum products and agricultural
chemicals along the United States inland waterways. Kirby's domestic marine
operations also include United States coastwise barge operations with eight
barge/tug units transporting petroleum products and liquid chemicals, as well as
dry bulk commodities. Through its diesel engine services segment, Kirby is also
engaged in the overhaul and servicing of large, medium speed diesel engines
employed in marine, power generation and rail applications.