UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A/A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Kirby
Corporation
(Exact
name of registrant as specified in its charter)
Nevada
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74-1884980
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(State
of Incorporation or organization)
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(I.R.S.
Employer Identification No.)
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55
Waugh Drive, Suite 1000
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77007
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Houston,
TX
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(Zip
Code)
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(Address
of principal executive offices)
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If
this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General instruction
A.(c), check the following box.:
If
this
form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), check the following box.“o
Securities
Act registration statement file number to which this form relates: (if
applicable)
Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Name
of Each Exchange on Which
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to
be so Registered
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Each
Class is to be Registered
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Rights
to Purchase Series A
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New
York Stock Exchange
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Junior
Participating Preferred Stock
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Securities
to be registered pursuant to Section 12(g) of the Act:
None
ITEM
1. DESCRIPTION OF REGISTRANT=S
SECURITIES TO BE REGISTERED
Reference
is made to the Registration Statement on Form 8-A filed on July 20, 2000
with
the Securities and Exchange Commission by Kirby Corporation, a Nevada
corporation (the “Company”), relating to the rights distributed to the
stockholders of the Company in connection with the Rights Agreement dated
as of
July 18, 2000 between the Company and Fleet National Bank (“Fleet”), as amended
by Amendment to Rights Agreement dated as of April 30, 2002, pursuant to
which
Computershare Trust Company, N.A. (formerly EquiServe Trust Company, N.A.)
succeeded Fleet as Rights Agent.
Effective
January 24, 2006, the Company and the Rights Agent executed Amendment No.
2 to
Rights Agreement (“Amendment No. 2”). Amendment No. 2 amended the Rights
Agreement to 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.” A “continuing director” generally was defined
as a member of the Board of Directors prior to the commencement of a hostile
takeover offer for the Company who was not an officer or employee of the
Company, who was not related to the person making the hostile takeover offer
and
who was approved by prior “continuing directors.” As a result of the Amendment,
most of the decisions to be made pursuant to the original Rights Agreement
by
such continuing directors will now instead be made by a majority of all the
directors at the time of such decision. Amendment No. 2 also implements an
exception to the definition of “Associate” to avoid unintended consequences of
certain institutional stock ownership and eliminates a provision that applied
only to a particular major stockholder.
The
foregoing summary description of Amendment No. 2 does not purport to be complete
and is qualified in its entirety by reference to Amendment No. 2.
ITEM
2. EXHIBITS
1.
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Amendment
No. 2 to Rights Agreement, dated as of January 24, 2006, between
Kirby
Corporation and Computershare Trust Company, N.A., as Rights
Agent.
(Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K dated
January 27, 2006.)
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SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934,
the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Dated
January 27, 2006.
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KIRBY
CORPORATION
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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
1.
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Amendment
No. 2 to Rights Agreement, dated as of January 27, 2006, between
Kirby
Corporation and Computershare Trust Company, N.A., as Rights
Agent.
(Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K dated
January 27, 2006.)
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