Kirby Corp 8-K 1-24-2006
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):
January 24, 2006
Kirby
Corporation
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction
of
incorporation)
|
1-7615
(Commission
File Number)
|
74-1884980
(IRS
Employer Identification No.)
|
55
Waugh Drive, Suite 1000
Houston,
TX
(Address
of principal executive offices)
|
77007
(Zip
Code)
|
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 (see General Instruction A.2. below):
£
|
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))
|
£
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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 3.03.
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Material
Modification to Rights of Security Holders.
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On
January 24, 2006, Kirby Corporation, a Nevada corporation (the “Company”),
executed Amendment No. 2 to Rights Agreement (the “Amendment”), amending the
Company’s Rights Agreement, originally adopted July 18, 2000 (the “Rights
Agreement”), to, among other things, (1) remove the so-called “dead hand”
provisions that stipulated that certain actions could be taken only by those
members of the Board of Directors who were “continuing directors,”
(2) implement an exception to the definition of “Associate” to avoid
unintended consequences of certain institutional stock ownership and (3)
eliminate a provision that applied only to a particular major
stockholder.
The
foregoing description of the Amendment does not purport to be complete and
is
qualified in its entirety by reference to the Amendment, a copy of which is
filed as an exhibit to this report.
Item
9.01
|
Financial
Statements and Exhibits.
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4.1
|
Amendment
No. 2 to Rights Agreement, dated as of January 24, 2006, between
Kirby
Corporation and Computershare Trust Company, N.A., as Rights
Agent.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated
January 27, 2006.
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KIRBY
CORPORATION
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|
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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
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EXHIBIT
INDEX
Exhibit
Number
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Description
of Exhibit
|
|
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4.1
|
Amendment
No. 2 to Rights Agreement, dated as of January 24, 2006, between
Kirby
Corporation and Computershare Trust Company, N.A., as Rights
Agent.
|