1
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): July 28, 1999
KIRBY CORPORATION
- --------------------------------------------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 1-7615 74-1884980
- --------------------------------------------------------------------------------------------------------------------
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
1775 St. James Place, Suite 200, Houston, Texas 77056-3453
- --------------------------------------------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 435-1000
2
ITEM 5. OTHER EVENTS.
On July 28, 1999, Kirby Corporation ("Kirby"), Kirby Inland Marine,
Inc., a wholly owned subsidiary of Kirby ("KIM"), Hollywood Marine, Inc.
("Hollywood"), and the shareholders of Hollywood entered into an Agreement and
Plan of Merger pursuant to which Hollywood will be merged into KIM. The
shareholders of Hollywood will receive in the merger approximately $90,000,000
in Kirby common stock and approximately $135,000,000 in cash. In addition, Kirby
will assume or refinance approximately $100,000,000 of Hollywood debt. The
number of shares of Kirby common stock to be issued in the merger will be
determined based on the average trading price of the stock on the New York Stock
Exchange during a 20-day period shortly before the closing, with the price used
to be not less than $17.50 per share and not more than $21.50 per share.
The transaction is subject to the conditions contained in the Agreement
and Plan of Merger which is attached hereto as Exhibit 2.1. A press release
issued July 29, 1999 announcing the signing of the Agreement and Plan of Merger
is attached hereto as Exhibit 99.1. The description of the transaction contained
in this filing and in the press release is qualified in its entirety by
reference to the Agreement and Plan of Merger.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of July 28,
1999, by and among Kirby Corporation, Kirby Inland
Marine, Inc., Hollywood Marine, Inc., C. Berdon
Lawrence, and Robert B. Egan and Eddy J. Rogers, Jr.,
as Co-Trustees under certain Berdon Lawrence Trusts.
Exhibits and schedules to the Agreement and Plan of
Merger have been omitted and will be furnished
supplementally to the Commission on request.
99.1 Press Release dated July 29, 1999.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
Kirby Corporation
Registrant)
By: /s/ G. Stephen Holcomb
-----------------------------------
G. Stephen Holcomb
Vice President and Controller
Dated July 30, 1999
3
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of July 28, 1999, by and among
Kirby Corporation, Kirby Inland Marine, Inc., Hollywood Marine, Inc.,
C. Berdon Lawrence, and Robert B. Egan and Eddy J. Rogers, Jr., as
Co-Trustees under certain Berdon Lawrence Trusts. Exhibits and
schedules to the Agreement and Plan of Merger have been omitted and
will be furnished supplementally to the Commission on request.
99.1 Press Release dated July 29, 1999.