UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): May 3, 2006
Kirby
Corporation
(Exact
name of registrant as specified in its charter)
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Nevada
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1-7615
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74-1884980
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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55
Waugh Drive, Suite 1000
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77007
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Houston,
Texas
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(Zip
Code)
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code:
(713)
435-1000
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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*
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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*
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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*
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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*
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On
May 3,
2006, Marine Systems, Inc., a wholly owned subsidiary of Kirby Corporation,
entered into a Stock Purchase Agreement to purchase all of the stock of Global
Power Holding Company (“GPHC”), a privately held corporation that owns all of
the outstanding equity of Global Power Systems, L.L.C. (“Global”), a Gulf Coast
provider of high speed diesel engine services. Global, headquartered in Houma,
Louisiana, operates factory-authorized full service dealerships for Caterpillar,
Cummins, Detroit Diesel and John Deere engines, as well as Allison
transmissions. The purchase price will be approximately $100 million in cash
and
will be subject to a post-closing working capital adjustment.
The
Stock
Purchase Agreement contains customary representations, warranties and covenants
and the buyer and the sellers have each agreed to indemnify the other, subject
to certain limitations, for breaches under the Stock Purchase Agreement. The
closing of the acquisition, expected to take place in June 2006, is subject
to
certain conditions, including required filings under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.
The
selling stockholders of GPHC are a group of investment firms and current and
former members of Global management, none of whom has any previous relationship
with Kirby Corporation or its affiliates.
Copies
of
two press releases relating to the acquisition are attached to this report
as
Exhibits 99.1 and 99.2.
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Item
9.01.
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Financial
Statements and Exhibits.
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(c)
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Exhibits
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| 99.1 | Press release dated May 3, 2006 |
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99.2
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Press
release dated May 3, 2006
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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KIRBY
CORPORATION
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(Registrant)
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By:
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/s/
G. Stephen Holcomb
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G.
Stephen Holcomb
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Vice
President - Investor Relations
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Dated:
May 4, 2006
EXHIBIT
INDEX
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Exhibit
99.1
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Press
release dated May 3, 2006
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Exhibit
99.2
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Press
release dated May 3, 2006
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KIRBY
CORPORATION
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Contact:
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Steve
Holcomb
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713-435-1135
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FOR
IMMEDIATE RELEASE
KIRBY
CORPORATION SIGNS AGREEMENT TO PURCHASE
GLOBAL
POWER HOLDING COMPANY
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·
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Signed
an agreement to purchase Global Power Holding Company, the parent
of
Global Power Systems, L.L.C., a Gulf Coast high-speed diesel engine
services provider, for approximately $100 million in
cash
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Houston,
Texas (May 3, 2006)
- Kirby
Corporation (“Kirby”) (NYSE:KEX) announced today that its wholly owned
subsidiary, Marine Systems, Inc., has signed an agreement to purchase the
stock
of Global Power Holding Company, a privately held company that owns all of
the
outstanding equity of Global Power Systems, L.L.C. (“Global”), a Gulf Coast
high-speed diesel engine services provider, for approximately $100 million
in
cash. Global, headquartered in Houma, Louisiana, operates factory-authorized
full service dealerships for Caterpillar, Cummins, Detroit Diesel and John
Deere
engines, as well as Allison transmissions. Global’s principal customers are Gulf
Coast offshore oil services companies, inland waterway carriers, offshore
towing
companies and oil and gas drilling companies. For the 2005 year, Global
generated revenues of approximately $63 million. The acquisition will be
financed using Kirby’s existing cash and revolving credit facility. The closing
of the acquisition is expected to occur in early June 2006 and is subject
to
certain conditions, including the expiration of the required waiting period
under the Hart-Scott-Rodino Act. The final purchase price will be determined
based on post-closing working capital adjustments.
Joe
Pyne,
Kirby’s President and Chief Executive Officer, commented, “Global will be a
terrific addition to our diesel engine services segment. High-speed diesel
engines, Global’s principal business, provide the main propulsion power for the
majority of the propulsion engine market. The acquisition of Global extends
Kirby’s service capabilities with its existing customers and provides a single
source for Kirby’s medium-speed customers for servicing their high-speed
engines. We expect the purchase of Global to be accretive to Kirby’s 2006
earnings and cash flows.”
On
April
26, 2006, Kirby announced record net earnings for the first quarter ended
March
31, 2006 of $22,580,000, or $.85 per share, compared with net earnings of
$13,279,000, or $.52 per share, for the 2005 first quarter. Consolidated
revenues for the 2006 first quarter were a record $224,903,000, an increase
of
22% over $184,444,000 reported for the 2005 first quarter. The first quarter
record results reflected continued strong demand for the movement of
petrochemical and black oil products in its marine transportation segment,
and
strong in-house and in-field service activity and direct parts sales in its
diesel engine services segment.
1
Kirby
has
scheduled a conference call for 9:00 a.m. central time on Friday, May 5,
2006,
to discuss the Global acquisition. The conference call number is 888-328-2514
for domestic callers and 706-679-3262 for international callers. The leader’s
name is Steve Holcomb. An audio playback will be available starting at 12:00
p.m. central time on Friday, May 5, through 6:00 p.m. on Friday, May 26,
2006,
by dialing 800-642-1687 for domestic callers and 706-645-9291 for international
callers. The conference ID number is 8766856. The conference call can be
accessed by visiting Kirby’s homepage at http://www.kirbycorp.com/
or at
http://audioevent.mshow.com/298158.
A
replay will be available on each of those web sites following the conference
call.
Kirby
Corporation, based in Houston, Texas, operates inland tank barges and towing
vessels, transporting petrochemicals, black oil products, refined petroleum
products and agricultural chemicals throughout the United States inland waterway
system. Kirby also operates four ocean-going barge and tug units transporting
dry-bulk commodities in United States coastwise trade. Through the diesel
engine
services segment, Kirby provides after-market service for large medium-speed
and
high-speed diesel engines and reduction gears used in marine, power generation
and railroad applications.
Statements
contained in this press release with respect to the future are forward-looking
statements. These statements reflect management’s reasonable judgment with
respect to future events. Forward-looking statements involve risks and
uncertainties. Actual results could differ materially from those anticipated
as
a result of various factors, including cyclical or other downturns in demand,
significant pricing competition, unanticipated additions to industry capacity,
changes in the Jones Act or in U.S. maritime policy and practice, fuel costs,
interest rates, weather conditions, and timing, magnitude and number of
acquisitions made by Kirby. Forward-looking statements are based on currently
available information and Kirby assumes no obligation to update any such
statements. A list of additional risk factors can be found in Kirby’s annual
report on Form 10-K for the year ended December 31, 2005 filed with the
Securities and Exchange Commission.
CONFERENCE
CALL INFORMATION
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Date:
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Friday,
May 5, 2006
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Leader:
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Steve
Holcomb
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Time:
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9:00
a.m. central time
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Passcode:
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Kirby
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U.S.:
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888-328-2514
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Int’l:
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706-679-3262
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Conf.
ID:
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8766856 | ||
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Website:
http://www.kirbycorp.com/
or http://audioevent.mshow.com/298158
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2
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KIRBY
CORPORATION
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Contact:
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Steve
Holcomb
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713-435-1135
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FOR
IMMEDIATE RELEASE
Marine
Systems Agrees to Acquire United Diesel,
Brady
Diesel and Unitech Diesel
Marine
Systems, Inc. and Global Power Holding Company, both Houma-based diesel engine
service companies, announced the signing of an agreement for Marine Systems
to
purchase Global and its subsidiaries, including Global Power Systems, L.L.C.,
United Diesel, Brady Diesel and Unitech Diesel. Marine Systems, formed in
1966
in Schriever, LA, is a subsidiary of Kirby Corporation (NYSE:KEX), Houston,
Texas, a major marine transportation and diesel engine services company.
Marine
Systems has approximately 290 employees and Global and its subsidiaries employ
approximately 300.
Lynn
Strahan, President of Marine Systems, stated “Global and Marine Systems have
been built on providing quality customer service which can only be accomplished
by skilled and dedicated employees. We look forward to welcoming these proven
professionals to our team and the Kirby family. Our compensation and benefit
programs recognize the importance of our being able to attract and retain
talented employees. We are confident they will be seen by the employees as
a
positive result of this transaction. There are many opportunities that the
Marine Systems/Global combination presents to our customers and to our current
and prospective employees.”
The
closing of the acquisition is expected to occur in early June 2006 and is
subject to certain conditions including regulatory filings.
55
Waugh
Drive Suite 1000 P. O. Box
1745 Houston, Texas 77251
713/435-1000 Fax 713/435-1011