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As filed with the Securities and Exchange Commission on June 28, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 2000
OR
/ / TRANSITION REPORT PURSUANAT 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
55 Waugh Drive, Suite 1000
Houston, Texas 77007
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KIRBY 401(K) PLAN
Financial Statements and Supplemental Schedule
December 31, 2000 and 1999
(With Independent Auditors' Report Thereon)
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KIRBY 401(K) PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
PAGE
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits (Modified Cash Basis) -
December 31, 2000 and 1999 2
Statements of Changes in Net Assets Available for Benefits (Modified Cash Basis) -
For the years ended December 31, 2000 and 1999 3
Notes to Financial Statements (Modified Cash Basis) 4-8
SUPPLEMENTAL SCHEDULE
Schedule of Assets Held for Investment Purposes at End of Year (Modified Cash Basis) -
December 31, 2000 9
Schedules, other than those listed above, are omitted because of the absence of
the conditions under which they are required.
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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, 2000 and 1999, and the related statements of changes in net assets
available for benefits (modified cash basis) for the years ended December 31,
2000 and 1999. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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 schedule
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, 2000 and 1999, and the changes in net assets available for
benefits for the years ended December 31, 2000 and 1999 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 schedule of assets held
for investment purposes at end of year is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements but is 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 schedule
has been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
KPMG LLP
Houston, Texas
June 12, 2001
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KIRBY 401(k) PLAN
Statements of Net Assets Available for Benefits
(Modified Cash Basis)
December 31, 2000 and 1999
2000 1999
------------- -------------
Investments at fair value $ 44,488,750 43,449,049
Liabilities - accrued expenses 341 57
------------- -------------
Net assets available for benefits $ 44,488,409 43,448,992
============= =============
See accompanying notes to financial statements.
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KIRBY 401(k) PLAN
Statements of Changes in Net Assets Available for Benefits
(Modified Cash Basis)
For the years ended December 31, 2000 and 1999
2000 1999
-------------- ---------------
Additions to net assets attributed to:
Contributions from participants $ 4,791,692 3,381,712
Contributions from employers 1,913,033 1,229,864
Rollover contributions 1,119,610 286,060
Interest and dividend income 1,238,233 1,012,993
Net unrealized gain (loss) in fair value of investments (3,246,630) 1,233,524
Net realized gain (loss) from disposition of investments (202,561) 164,615
Other income 1,259,781 907,981
-------------- ---------------
Total additions 6,873,158 8,216,749
-------------- ---------------
Deductions from net assets attributed to:
Benefits paid to participants 5,777,874 4,050,825
Administration fees 55,867 120,699
-------------- ---------------
Total deductions 5,833,741 4,171,524
-------------- ---------------
Transfers to the plan from the Hollywood Marine,
Inc. 401(k) Plan (note 1) - 8,064,399
-------------- ---------------
Net increase 1,039,417 12,109,624
-------------- ---------------
Net assets available for benefits, beginning of year 43,448,992 31,339,368
-------------- ---------------
Net assets available for benefits, end of year $ 44,488,409 43,448,992
============== ===============
See accompanying notes to financial statements.
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KIRBY 401(K) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 2000 and 1999
(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 Corporation (the
Company), 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 and the attainment of
age 18. 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) PLAN MERGER
The Hollywood Marine, Inc. (HMI) 401(k) Plan (HMI Plan) was
merged into the Plan and all HMI balances were transferred to the
Plan effective December 31, 1999. Commencing January 1, 2000,
former HMI Plan participants are subject to the same plan
provisions as the Kirby 401(k) Plan participants.
(c) PLAN AMENDMENTS
In December 1999, the Plan was amended to include HMI employees
as the HMI Plan was merged into the Plan effective December 31,
1999.
Effective December 31, 1999, in connection with the merger of the
HMI Plan into the Plan, the Plan added the Janus Growth and
Income Fund, the Vanguard 500 Index Trust, and the Dreyfus
Emerging Leaders Fund Options.
(d) 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.
(e) BENEFITS PAYMENTS
Benefits payments are 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 10.5%. Loans
outstanding upon termination of a participant are considered
deemed distributions if not repaid and are deducted from the
participant's account balance prior to distribution. These
amounts are taxed to the participant in the year of the
participant's termination.
4 (Continued)
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KIRBY 401 (K) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 2000 and 1999
(f) VESTING
A participant in the Kirby 401(k) Plan, excluding former HMI Plan
participants, 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.
Employer contributions made in the prior HMI Plan are subject to
a five-year vesting schedule based on the participant's HMI
Service date. Forfeitures of non-vested participants are credited
to the accounts of former HMI Plan participants based on a
formula that considers the total compensation, as defined, of all
former HMI Plan participants for that plan year.
Commencing January 1, 2000, employer contributions to former HMI
Plan participants are subject to the same vesting as Kirby
participants.
(g) 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.
(h) 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 vest immediately
and will be distributed to the participants after payment of
expenses for distribution and liquidation.
(i) RECLASSIFICATIONS
Certain reclassifications have been made to reflect current
presentation of financial information.
(j) 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.
5 (Continued)
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KIRBY 401 (K) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 2000 and 1999
(k) ACCOUNTING PRONOUNCEMENT
In September 1999, the American Institute of Certified Public
Accountants issued Statement of Position 99-3, Accounting for and
Reporting of Certain Defined Contribution Plan Investments and
Other Disclosure Matters (SOP 99-3). SOP 99-3 simplifies the
disclosure requirements for certain investments and is effective
for plan years ending after December 15, 1999. The Plan adopted
SOP 99-3 during the Plan year ending December 31, 1999.
Accordingly, information previously required to be disclosed by
fund is not presented in the Plan's 1999 financial statements.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the
modified cash basis, which is a comprehensive basis of accounting
other than generally accepted accounting principles, and is an
acceptable method of reporting for the Department of Labor and
ERISA. The modified cash basis of accounting 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 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 during 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.
(3) INVESTMENTS
Each participant has the right to direct his contributions and the
Company's matching contributions between the investment funds offered by
the Plan. Descriptions of the Plan's investment fund options are
included in the summary plan description provided to all eligible
employees.
6 (Continued)
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KIRBY 401 (K) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 2000 and 1999
The following presents investments that represent 5 percent or more of
the Plan's net assets. All investments are participant-directed.
DECEMBER 31,
-----------------------------------
2000 1999
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Fidelity Advisor Growth Opportunities Fund $ 6,691,907 9,579,024
Janus Balanced Fund 7,070,452 7,943,363
Chase Bank Money Market Fund 6,983,888 7,036,472
Franklin Balance Sheet Investment Fund - 3,471,291
Franklin U.S. Government Securities Fund 3,148,348 2,993,232
Templeton Foreign Fund 2,440,460 2,827,805
Participant loans 3,493,148 2,916,373
Janus Growth and Income Fund 4,184,065 3,154,800
Kirby Corporation common stock 3,423,047 1,817,863
Dreyfus Emerging Leader Fund 6,046,183 1,708,826
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During 2000, the Plan's investments (including realized gains and losses
on investments bought and sold, as well as unrealized losses on
investments held during the year) depreciated in value by $3,449,191 as
follows:
Mutual funds $ (3,517,354)
Common stock 68,163
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$ (3,449,191)
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(4) RELATED PARTY TRANSACTIONS
Certain plan investment options include shares of Kirby Corporation
common stock and mutual funds managed by Chase Bank of Texas. Kirby is
the plan sponsor and Chase Bank of Texas is the recordkeeper and trustee
as defined by the Plan, and therefore, these transactions qualify as
party-in-interest transactions.
The Plan has participant loans outstanding which are secured solely by a
portion of the participant's vested account balance, in accordance with
the plan document.
(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, 2000. The Company intends to continue to administer the Plan, and
its related trust, so it will qualify for tax-exempt status.
7 (Continued)
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KIRBY 401(K) PLAN
Notes to Financial Statements
(Modified Cash Basis)
December 31, 2000 and 1999
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.
(6) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
DECEMBER 31,
---------------------------------
2000 1999
----------------- ---------------
Net assets available for benefits per $ 44,488,409 43,448,992
the financial statements
Amounts allocated to withdrawing participants 215 69,255
----------------- ---------------
Net assets available for benefits per
the Form 5500 $ 44,488,194 43,379,737
================= ===============
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
YEARS ENDED
DECEMBER 31,
-----------------------------------
2000 1999
---------------- -----------------
Benefits paid to participants per the
financial statements $ 5,777,874 4,050,825
Add: Amounts allocated to withdrawing
participants at December 31
(current year) 215 69,255
Less: Amounts allocated to withdrawing
participants at December 31
(prior year) (69,255) (30,025)
---------------- -----------------
$
Benefits paid to participants per
Form 5500 5,708,834 4,090,055
================ =================
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for
payment prior to December 31, but not yet paid as of that date.
8 (Continued)
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SCHEDULE
KIRBY 401(k) PLAN
Schedule of Assets Held for Investment Purposes at End of Year
(Modified Cash Basis)
December 31, 2000
Identity of issue,
borrower, lessor or Description of Current
similar party asset value
- --------------------- ------------------------------------------- ----------------
Common Trust Fund:
Chase Bank N.A. Chase Bank Money Market Fund $ 6,983,888
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Mutual Funds:
Dreyfus Dreyfus Emerging Leader Fund $ 6,046,183
Fidelity Fidelity Advisor Growth Opportunities Fund 6,691,907
Templeton Templeton Foreign Fund 2,440,460
Franklin Franklin U.S. Government Securities Fund 3,148,348
Janus Janus Balanced Fund 7,070,452
Janus Janus Growth and Income Fund 4,184,065
Vanguard Vanguard 500 Index Fund 1,007,252
--------------
Total mutual funds $ 30,588,667
==============
Common stock:
Kirby Corporation Kirby Corporation common stock $ 3,423,047
==============
Participant loans - with interest rates ranging from 7% to 10.5%
and having maturities of one to five years $ 3,493,148
==============
Chase Bank N.A. and Kirby Corporation represent parties-in-interest to the Plan.
See accompanying independent auditors report.
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EXHIBIT INDEX
Exhibit 23 -- Independent Auditors' Consent