SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Kirby Corporation
(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
(Title of Class of Securities)
497266106
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 8, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**The total number of shares reported herein is 2,823,532 shares, which
constitutes approximately 14.0% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 20,119,489 shares
outstanding.
1. Name of Reporting Person:
Trinity I Fund, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 2,823,532 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,823,532 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,823,532 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 14.0%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, TF Investors, L.P.
(2) Solely in its capacity as the sole stockholder of Portfolio Associates,
Inc., which is the sole general partner of Portfolio A Investors, L.P.
1. Name of Reporting Person:
TF Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 2,823,532 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,823,532 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,823,532 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 14.0%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Trinity Capital
Management, Inc.
(2) Solely in its capacity as the sole general partner of Trinity I Fund, L.P.,
which is the sole stockholder of Portfolio Associates, Inc., which is the
sole general partner of Portfolio A Investors, L.P.
1. Name of Reporting Person:
Trinity Capital Management, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 2,823,532 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,823,532 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,823,532 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 14.0%
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, William P. Hallman, Jr.
(2) Solely in its capacity as the sole general partner of TF Investors, L.P.,
which is the sole general partner of Trinity I Fund, L.P., which is the
sole stockholder of Portfolio Associates, Inc., which is the sole general
partner of Portfolio A Investors, L.P.
1. Name of Reporting Person:
William P. Hallman, Jr.
2. Check the Appropriate Box if a Member of a Group:
(a) /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 2,823,532 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,823,532 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,823,532 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 14.0%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as President and sole stockholder of Trinity Capital
Management, Inc., which is the sole general partner of TF Investors, L.P.,
which is the sole general partner of Trinity I Fund, L.P., which is the
sole stockholder of Portfolio Associates, Inc., which is the sole general
partner of Portfolio A Investors, L.P.
1. Name of Reporting Person:
Portfolio A Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Partnership Contributions
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 2,823,532 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,823,532 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,823,532
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 14.0%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio Associates,
Inc.
1. Name of Reporting Person:
Portfolio Associates, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 2,823,532 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,823,532 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,823,532 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 14.0%
14. Type of Reporting Person: CO
- ----------
(1) Solely in its capacity as the sole general partner of Portfolio A
Investors, L.P.
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated October 27,
1995, as amended by Amendment No. 1 dated November 29, 1995, Amendment No. 2
dated January 17, 1996, Amendment No. 3 dated January 18, 1996, Amendment No. 4
dated August 15, 1996, Amendment No. 5 dated May 5, 1997, Amendment No. 6 dated
July 31, 1997, and Amendment No. 7 dated March 13, 1998 (the "Schedule 13D"),
relating to the Common Stock, par value $.10 per share (the "Stock"), of Kirby
Corporation (the "Issuer"). Unless otherwise indicated, all defined terms used
herein shall have the same meanings respectively ascribed to them in the
Schedule 13D.
Item 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety as follows:
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby file this Schedule 13D Statement on behalf of
Trinity I Fund, L.P., a Delaware limited partnership ("TIF"), TF Investors,
L.P., a Delaware limited partnership ("TFI"), Trinity Capital Management, Inc.,
a Delaware corporation ("TCM"), William P. Hallman, Jr. ("WPH"), Portfolio A
Investors, L.P., a Delaware limited partnership ("PAI"), and Portfolio
Associates, Inc., a Delaware corporation ("PA"). TIF, TFI, TCM, WPH, PAI and PA
are sometimes hereinafter collectively referred to as the "Reporting Persons."
The Reporting Persons are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Act, although neither the fact of this filing nor anything contained herein
shall be deemed to be an admission by the Reporting Persons that a group exists.
(b)-(c)
TIF
TIF is a Delaware limited partnership, the principal business of which is
the purchase, sale, exchange, acquisition and holding of investment securities.
The principal business address of TIF, which also serves as its principal
office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to TFI, the
sole general partner of TIF, is set forth below.
TFI
TFI is a Delaware limited partnership, the principal business of which is
serving as the sole general partner of TIF. The principal business address of
TFI, which also serves as its principal office, is 201 Main Street, Suite 3200,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act,
information with respect to TCM, the sole general partner of TFI, is set forth
below.
TCM
TCM is a Delaware corporation, the principal business of which is serving
as the sole general partner of TFI. The principal business address of TCM, which
also serves as its principal office, is 201 Main Street, Suite 3200, Fort Worth,
Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, the name,
residence or business address, and present principal occupation or employment of
each director, executive officer and controlling person of TCM are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
William P. Hallman, 201 Main Street Director and Shareholder
Jr. Suite 2500 of Kelly, Hart and
Fort Worth, Texas 76102 Hallman, P.C. ("KHH")
W. R. Cotham 201 Main Street Vice President/
Suite 2600 Controller of
Fort Worth, Texas 76102 Bass Enterprises
Production Co. ("BEPCO")
KHH is a law firm whose business address is 201 Main Street, Suite 2500,
Fort Worth, Texas 76102.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal address of
BEPCO, which also serves as its principal office, is 201 Main Street, Suite
2700, Fort Worth, Texas 76102.
WPH
See answers above.
PAI
PAI is a Delaware limited partnership, the principal business of which is
the purchase, sale, exchange, acquisition and holding of investment securities.
The principal business address of PAI, which also serves as its principal
office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to PA, the
sole general partner of PAI, is set forth below.
PA
PA is a Delaware corporation, the principal business of which is serving as
the sole general partner of PAI and other affiliated limited partnerships. The
principal business address of PA, which also serves as its principal office, is
201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to Instruction C
to Schedule 13D of the Act, the name, residence or business address, and present
principal occupation or employment of each director, executive officer and
controlling person (in addition to TIF) of PA are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
William P. Hallman, See answers above. See answers above.
Jr.
W. R. Cotham See answers above. See answers above.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
TIF Not Applicable Not Applicable
TFI Not Applicable Not Applicable
TCM Not Applicable Not Applicable
WPH Not Applicable Not Applicable
PAI Other (1) $52,760,387.62
PA Not Applicable Not Applicable
(1) Contributions from partners.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
TIF
Because of its position as the sole stockholder of PA, which is the sole
general partner of PAI, TIF may, pursuant to Rule 13d-3 of the Act, be deemed to
be the beneficial owner of 2,823,532 shares of the Stock, which constitutes
approximately 14.0% of the outstanding shares of the Stock.
TFI
Because of its position as the sole general partner of TIF, which is the
sole stockholder of PA, which is the sole general partner of PAI, TFI may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,823,532 shares of the Stock, which constitutes approximately 14.0% of the
outstanding shares of the Stock.
TCM
Because of its position as the sole general partner of TFI, which is the
sole general partner of TIF, which is the sole stockholder of PA, which is the
sole general partner of PAI, TCM may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 2,823,532 shares of the Stock, which
constitutes approximately 14.0% of the outstanding shares of the Stock.
WPH
Because of his position as the President and sole stockholder of TCM,
which is the sole general partner of TFI, which is the sole general partner of
TIF, which is the sole stockholder of PA, which is the sole general partner of
PAI, WPH may, pursuant to Rule 13d-3, be deemed to be the beneficial owner of
2,823,532 shares of the Stock, which constitutes approximately 14.0% of the
outstanding shares of the Stock.
PAI
The aggregate number of shares of the Stock that PAI owns beneficially,
pursuant to Rule 13d-3 of the Act, is 2,823,532, which constitutes approximately
14.0% of the outstanding shares of the Stock.
PA
Because of its position as the sole general partner of PAI, PA may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,823,532 shares of the Stock, which constitutes approximately 14.0% of the
outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
TIF
As the sole stockholder of PA, which is the sole general partner of PAI,
TIF has the sole power to vote or to direct the vote and to dispose or to direct
the disposition of 2,823,532 shares of the Stock.
TFI
As the sole general partner of TIF, which is the sole stockholder of PA,
which is the sole general partner of PAI, TFI has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 2,823,532 shares
of the Stock.
TCM
As the sole general partner of TFI, which is the sole general partner of
TIF, which is the sole stockholder of PA, which is the sole general partner of
PAI, TCM has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 2,823,532 shares of the Stock.
WPH
As the President and sole stockholder of TCM, which is the sole general
partner of TFI, which is the sole general partner of TIF, which is the sole
stockholder of PA, which is the sole general partner of PAI, WPH has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 2,823,532 shares of the Stock.
PAI
Acting through its sole general partner, PAI has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 2,823,532
shares of the Stock.
PA
As the sole general partner of PAI, PA has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 2,823,532 shares
of the Stock.
(c) None of the Reporting Persons have effected any transactions in
shares of the Stock during the past 60 days.
Except as set forth in this paragraph (c), to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in shares of the Stock during the
past 60 days.
(d)-(e)
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule
13d-1(k)(1)(iii) previously filed.
Exhibit 99.2 -- Agreement and Power of Attorney pursuant to Rule
13d-1(k)(1)(iii) filed herewith.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: October 20, 1999
TRINITY I FUND, L.P.,
a Delaware limited partnership
By: TF INVESTORS, L.P.,
a Delaware limited partnership,
General Partner
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham,
Vice President
TF INVESTORS, L.P.,
a Delaware limited partnership
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham,
Vice President
TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation
By:/s/ W. R. Cotham
W. R. Cotham,
Vice President
PORTFOLIO A INVESTORS, L.P.,
a Delaware limited partnership
By: PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation,
General Partner
By:/s/ W. R. Cotham
W. R. Cotham,
Vice President
PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation
By:/s/ W. R. Cotham
W. R. Cotham,
Vice President
/s/ William P. Hallman, Jr.
WILLIAM P. HALLMAN, JR.
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule
13d-1(k)(1)(iii), previously filed with the Securities and
Exchange Commission.
99.2 Agreement and Power of Attorney pursuant to Rule
13d-1(k)(1)(iii), filed herewith with the Securities and
Exchange Commission.
Exhibit 99.2
1. Joint Filing. Pursuant to Rule 13d-1(f)(1)(iii) of Regulation
13D-G of the General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, the
undersigned agrees that the statement to which this Exhibit is attached is filed
on behalf of each of them in the capacities set forth below.
2. Power of Attorney. Know all persons by these presents that the
each person whose signature appears below constitutes and appoints Clive D.
Bode, W. Robert Cotham, William O. Reimann, IV and Mark L. Hart, Jr., and each
of them, as his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments to
the Schedule 13D, and any reports filed pursuant to Section 16 of the Securities
Exchange Act of 1934, filed on behalf of each of them with respect to their
beneficial ownership of Kirby Corporation, and to file the same, with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or such person or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
October 20, 1999
/s/ William P. Hallman, Jr.
WILLIAM P. HALLMAN, JR.