1 ================================================================================ As filed with the Securities and Exchange Commission on June 29, 1998 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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, 1997 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 absence 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, 1997 and 1996........................................................................ 2 Statements of Changes in Net Assets Available for Benefits (Modified Cash Basis), for the years ended December 31, 1997 and 1996............................. 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 3 [KPMG 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 (modified cash basis) of the Kirby 401(k) Plan (the Plan) as of December 31, 1997 and 1996, and the related statements of changes in net assets available for benefits (modified cash basis) for the years ended December 31, 1997 and 1996. These financial statements 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 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, 1997 and 1996, and the changes in net assets available for benefits for the years ended December 31, 1997 and 1996 on the basis of accounting described in note 2. 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 June 19, 1998 1 4 KIRBY 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (MODIFIED CASH BASIS) December 31, 1997 and 1996 See accompanying notes to financial statements. 2
1997 1996 ----------- ----------- Investments at fair value: Cash $ -- 105,260 Common trust fund 4,850,393 5,281,873 Mutual funds 20,152,154 13,852,858 Kirby Corporation common stock 612,631 464,955 Participant loans 2,161,754 1,832,432 ----------- ----------- Total assets 27,776,932 21,537,378 Liabilities - accrued expenses 14,093 -- ----------- ----------- Net assets available for benefits $27,762,839 21,537,378 =========== =========== 5 KIRBY 401(k) PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (MODIFIED CASH BASIS) For the years ended December 31, 1997 and 1996 See accompanying notes to financial statements. 3
1997 1996 ----------- ----------- Net assets available for benefits, beginning of year $21,537,378 16,832,263 ----------- ----------- Additions to net assets attributed to: Contributions from participants 3,410,831 3,158,631 Contributions from employers 1,233,245 1,149,231 Rollover contributions 274,785 259,161 Interest and dividend income 1,135,807 767,350 Net unrealized gain in fair value of investments 1,263,035 625,386 Net realized gain from disposition of investments 399,326 164,243 Other income 924,905 652,541 ----------- ----------- Total additions 8,641,934 6,776,543 ----------- ----------- Deductions from net assets attributed to: Benefits paid to participants 2,331,780 2,026,378 Administration fees 84,693 45,050 ----------- ----------- Total deductions 2,416,473 2,071,428 ----------- ----------- Net increase 6,225,461 4,705,115 ----------- ----------- Net assets available for benefits, end of year $27,762,839 21,537,378 =========== =========== 6 KIRBY 401(k) PLAN NOTES TO FINANCIAL STATEMENTS (MODIFIED CASH BASIS) December 31, 1997 and 1996 (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. During 1997, the Plan eliminated the Fidelity Advisor Growth and Income Fund Option. The fund balance in the Fidelity Advisor Growth and Income Fund was transferred to the Janus Balanced Fund. (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) RECLASSIFICATIONS Certain reclassifications have been made to reflect current presentation of financial information. (i) 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 Chase Bank of Texas 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: Chase 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 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, 1997 and 1996 are as follows: (Continued) 7
December 31, ----------------------- 1997 1996 ---------- --------- Fidelity Advisor Growth Opportunities Fund $6,409,261 4,139,220 Franklin Balance Sheet Investment Fund 4,997,058 3,527,963 Chase Money Market Fund 4,850,393 5,281,873 Janus Balanced Fund 4,008,464 597,558 Franklin Custodian Funds - U.S. Government Securities Series Fund 2,444,203 2,010,264 Templeton Foreign Fund 2,293,168 1,782,810 Loan Fund 2,161,754 1,832,432 Fidelity Advisor Growth & Income Fund -- 1,795,043 10 KIRBY 401(k) PLAN NOTES TO FINANCIAL STATEMENTS (MODIFIED CASH BASIS) (3) INVESTMENTS As of December 31, 1997, employees can direct the investment of their contributions and the employer's contributions on their behalf into any or all of the following investment funds: Fidelity Advisor Growth Opportunities Fund, Kirby Corporation-Common Stock Fund, Templeton Foreign Fund, Franklin Balance Sheet Investment Fund, Franklin U.S. Government Securities Fund, Chase Bank 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, 1997 are as follows:
Fidelity Advisor Kirby Fidelity Advisor Growth Corporation Templeton Growth & Opportunities Common Foreign Cash Income Fund(a) Fund Stock Fund Fund -------------- -------------- -------------- -------------- -------------- Net assets available for benefits at December 31, 1996 $ 105,260 1,795,043 4,139,220 464,955 1,782,810 -------------- -------------- -------------- -------------- -------------- Contributions from participants -- 18,473 789,972 104,818 321,652 Contributions from employers -- 6,961 267,847 42,209 116,734 Rollover contributions -- -- 95,165 24,002 12,788 Interest and dividend income -- 17 91,694 -- 73,808 Net unrealized gain (loss) in fair value of investments -- -- 764,476 (7,522) (148,512) Net realized gain (loss) from disposition of investments -- 54,850 121,813 (4,551) 26,218 Other income 6 -- 332,608 6,289 180,490 -------------- -------------- -------------- -------------- -------------- Total additions 6 80,301 2,463,575 165,245 583,178 -------------- -------------- -------------- -------------- -------------- Deductions from net assets attributed to: Benefits paid to participants 188 19,029 348,150 8,727 64,963 Administration fees -- 1,978 23,278 2,386 10,031 -------------- -------------- -------------- -------------- -------------- Total deductions 188 21,007 371,428 11,113 74,994 Net increase (decrease) before interfund transfers (182) 59,294 2,092,147 154,132 508,184 Interfund transfers, net (105,078) (1,854,337) 172,978 (6,456) 232 -------------- -------------- -------------- -------------- -------------- Net increase (decrease) after interfund transfers (105,260) (1,795,043) 2,265,125 147,676 508,416 -------------- -------------- -------------- -------------- -------------- Net assets available for benefits at December 31, 1997 $ -- -- 6,404,345 612,631 2,291,226 ============== ============== ============== ============== ============== (a) This investment fund option was eliminated during 1997. All funds were transferred to the Janus Balanced Fund. 8
Franklin Franklin Balance Sheet U.S. Chase Bank Janus Investment Government Money Balanced Fund Securities Fund Market Fund Fund Loan Fund Total ------------- ---------------- ----------- --------- --------- ---------- Net assets available for benefits at December 31, 1996 3,527,963 2,010,264 5,281,873 597,558 1,832,432 21,537,378 ------------- ---------------- ----------- --------- --------- ---------- Contributions from participants 602,624 302,458 758,317 512,517 -- 3,410,831 Contributions from employers 206,069 109,044 304,236 180,145 -- 1,233,245 Rollover contributions 17,696 -- 92,309 32,825 -- 274,785 Interest and dividend income 90,696 162,038 259,531 290,891 167,132 1,135,807 Net unrealized gain (loss) in fair value of investments 520,512 44,333 -- 89,748 -- 1,263,035 Net realized gain (loss) from disposition of investments 128,137 2,584 -- 70,275 -- 399,326 Other income 250,229 31 6,695 148,557 -- 924,905 ------------- ---------------- ----------- --------- --------- ---------- Total additions 1,815,963 620,488 1,421,088 1,324,958 167,132 8,641,934 ------------- ---------------- ----------- --------- --------- ---------- Deductions from net assets attributed to: Benefits paid to participants 289,685 144,769 1,057,534 206,482 192,253 2,331,780 Administration fees 19,617 9,387 5,705 12,311 -- 84,693 ------------- ---------------- ----------- --------- --------- ---------- Total deductions 309,302 154,156 1,063,239 218,793 192,253 2,416,473 Net increase (decrease) before interfund transfers 1,506,661 466,332 357,849 1,106,165 (25,121) 6,225,461 Interfund transfers, net (41,118) (33,680) (789,816) 2,302,832 354,443 -- ------------- ---------------- ----------- --------- --------- ---------- Net increase (decrease) after interfund transfers 1,465,543 432,652 (431,967) 3,408,997 329,322 6,225,461 ------------- ---------------- ----------- --------- --------- ---------- Net assets available for benefits at December 31, 1997 4,993,506 2,442,916 4,849,906 4,006,555 2,161,754 27,762,839 ============= ================ =========== ========= ========= ========== 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 Chase Bank of Texas. Chase Bank of Texas 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. The Plan has been amended since receiving this determination letter. However, the Plan Administrator believes the Plan is currently designed and operated in compliance with the applicable requirements of the Code. Therefore, the Plan Administrator believes the Plan was qualified and the related trust was tax-exempt as of December 31, 1997. The Company intends that the Plan and its related trust continue to so qualify. 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. (Continued) 9 12 Schedule 1 KIRBY 401(k) PLAN ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (MODIFIED CASH BASIS) December 31, 1997 Chase 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: Chase Bank N.A. Chase Money Market Fund $ 4,850,393 4,850,393 ============= ========== Mutual Funds: Fidelity Fidelity Advisor Growth Opportunities Fund $ 5,219,092 6,409,261 Templeton Templeton Foreign Fund 2,321,647 2,293,168 Franklin Franklin Balance Sheet Investment Fund 4,283,299 4,997,058 Franklin Franklin Custodian Funds - U.S. Government Securities Series 2,409,221 2,444,203 Janus Janus Balanced Fund 3,931,111 4,008,464 ------------- ---------- Total mutual funds $ 18,164,370 20,152,154 ============= ========== Common stock: Kirby Corporation Common stock $ 593,114 612,631 ============= ========== Participant loans - with interest rates ranging from 7% to 10% and having maturities of one to five years $ 2,161,754 2,161,754 ============= ========== 13 Schedule 2 KIRBY 401(k) PLAN ITEM 27 (d) - SCHEDULE OF REPORTABLE TRANSACTIONS For the year ended December 31, 1997
Number of Purchase Identity of issuer Description of assets transactions price ------------------ --------------------- ------------ -------- SINGLE TRANSACTIONS: Chase Bank of Texas, N.A. Janus Balanced Fund 1 $ 1,358,352 Chase Bank of Texas, N.A. Fidelity Advisor Balanced Fund 1 -- SERIES TRANSACTIONS: Chase Bank of Texas, N.A. Fidelity Advisor Growth Opportunities Fund 152 2,536,473 Chase Bank of Texas, N.A. Franklin Balance Sheet Investment Fund 145 1,959,211 Chase Bank of Texas, N.A. Janus Balanced Fund 147 2,583,073 Chase Bank of Texas, N.A. Templeton Foreign Fund 118 1,121,330 Chase Bank of Texas, N.A. Loan Fund 75 1,273,466 Chase Bank of Texas, N.A. Chase Money Market Funds 132 3,707,400 Chase Bank of Texas, N.A. Chase Money Market Funds 170 -- Note: The above transactions represent "reportable transactions" as defined in Section 2520.103-6 of ERISA. Chase Bank of Texas, N.A. represents a party in interest to the Plan. See accompanying independent auditors' report. 11
Value of Cost asset on Selling of transaction Identity of issuer Price asset date Net gain ------------------ --------- -------- ----------- -------- SINGLE TRANSACTIONS: Chase Bank of Texas, N.A. -- 1,358,352 -- -- Chase Bank of Texas, N.A. 1,358,352 1,234,705 1,234,705 123,647 SERIES TRANSACTIONS: Chase Bank of Texas, N.A. -- 2,536,473 -- -- Chase Bank of Texas, N.A. -- 1,959,211 -- -- Chase Bank of Texas, N.A. -- 2,583,073 -- -- Chase Bank of Texas, N.A. -- 1,121,330 -- -- Chase Bank of Texas, N.A. -- 1,273,466 -- -- Chase Bank of Texas, N.A. -- 3,707,400 -- -- Chase Bank of Texas, N.A. 4,138,705 4,138,705 4,138,705 -- 14 EXHIBIT INDEX 23 -- Consent of Independent Auditors
1 [KPMG PEAT MARWICK LLP LETTERHEAD] Independent Auditors Consent Plan Administrator Kirby 401(k) Plan: 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 June 19, 1998 related to the statements of net assets available for benefits of the Kirby 401(k) Plan as of December 31, 1997 and 1996, 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, 1997 annual report on Form 11-K of the Kirby 401(k) Plan. KPMG Peat Marwick LLP Houston, Texas June 29, 1998