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 31, 2005
KIRBY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 1-7615 75-1884980
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
55 WAUGH DRIVE, SUITE 1000
HOUSTON, TEXAS 77007
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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:
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On May 31, 2005, Kirby Corporation (the "Company") issued $200,000,000 of
unsecured Floating Rate Senior Notes, Series 2005-A, due February 28, 2013 (the
"Series 2005-A Notes") to a group of institutional investors. Interest on the
Series 2005-A Notes is payable quarterly at a rate equal to LIBOR plus .50%.
The Series 2005-A Notes are prepayable, at the Company's option, with a
prepayment premium equal to 2% of the principal amount prepaid during the first
year and 1% of the principal amount prepaid during the second year, with no
prepayment premium after the second year. No principal payments are required
until maturity in 2013. The proceeds of the Series 2005-A Notes were used to
repay the Company's $200,000,000 of outstanding Floating Rate Senior Notes,
Series 2003-A, due February 28, 2013 (the "Series 2003-A Notes").
The Series 2005-A Notes were issued pursuant to the existing Master Note
Purchase Agreement dated as of February 15, 2003 among the Company and the
Purchasers named therein (under which the Series 2003-A Notes were also issued),
as supplemented by the First Supplement to Note Purchase Agreement dated as of
May 31, 2005 among the Company and the Purchasers named therein. The Master
Note Purchase Agreement, as supplemented (the "Note Agreement"), contains
certain covenants on the part of the Company, including a debt covenant, an
interest coverage covenant and covenants relating to liens, asset sales and
mergers, among others. The Note Agreement also specifies certain events of
default, upon the occurrence of which the maturity of the Series 2005-A Notes
may be accelerated, including failure to pay principal or interest, violation of
covenants or default on other indebtedness, among others.
The foregoing summary of the terms of the Series 2005-A Notes and the Note
Agreement is qualified in its entirety by reference to the Master Note Purchase
Agreement dated as of February 15, 2003 which was filed as Exhibit 4.3 to the
Company's Annual Report on Form 10-K for the year ended December 31, 2002 and
the First Supplement to Note Purchase Agreement dated as of May 31, 2005 which
is filed as Exhibit 4.2 to this report.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 for a description of the Company's issuance of $200,000,000
of Floating Rate Senior Notes, Series 2005-A, due February 28, 2013. That
description is incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
On May 31, 2005, the Company issued a press release disclosing the
financing described in Item 1.01 and providing additional information on the
anticipated effect of financing costs on the Company's published earnings
guidance for the second quarter of 2005 and for the full year. A copy of the
press release is furnished as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
4.1 Master Note Purchase Agreement dated as of February 15, 2003 among
Kirby Corporation and the Purchasers named therein (incorporated by
reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K
for the year ended December 31, 2002).
4.2 First Supplement to Note Purchase Agreement dated as of May 31, 2005
among Kirby Corporation and the Purchasers named therein.
99.1 Press Release dated May 31, 2005.
SIGNATURE
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 hereunto duly authorized.
KIRBY CORPORATION
By /s/ NORMAN W. NOLEN
-------------------------------------
Norman W. Nolen
Executive Vice President,
Treasurer and Chief Financial Officer
Date: June 2, 2005
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
4.1 Master Note Purchase Agreement dated as of February 15, 2003 among
Kirby Corporation and the Purchasers named therein (incorporated by
reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K
for the year ended December 31, 2002).
4.2 First Supplement to Note Purchase Agreement dated as of May 31, 2005
among Kirby Corporation and the Purchasers named therein.
99.1 Press Release dated May 31, 2005.