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 3, 2006
Kirby
Corporation
(Exact
name of registrant as specified in its charter)
Nevada
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1-7615
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74-1884980
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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55
Waugh Drive, Suite 1000
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77007
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Houston,
Texas
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(Zip
Code)
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(Address
of principal executive offices)
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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:
*
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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*
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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*
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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*
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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
1.01.
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Entry
into a Material Definitive
Agreement.
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On
May 3,
2006, Marine Systems, Inc., a wholly owned subsidiary of Kirby Corporation,
entered into a Stock Purchase Agreement to purchase all of the stock of Global
Power Holding Company (“GPHC”), a privately held corporation that owns all of
the outstanding equity of Global Power Systems, L.L.C. (“Global”), a Gulf Coast
provider of high speed diesel engine services. Global, headquartered in Houma,
Louisiana, operates factory-authorized full service dealerships for Caterpillar,
Cummins, Detroit Diesel and John Deere engines, as well as Allison
transmissions. The purchase price will be approximately $100 million in cash
and
will be subject to a post-closing working capital adjustment.
The
Stock
Purchase Agreement contains customary representations, warranties and covenants
and the buyer and the sellers have each agreed to indemnify the other, subject
to certain limitations, for breaches under the Stock Purchase Agreement. The
closing of the acquisition, expected to take place in June 2006, is subject
to
certain conditions, including required filings under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.
The
selling stockholders of GPHC are a group of investment firms and current and
former members of Global management, none of whom has any previous relationship
with Kirby Corporation or its affiliates.
Copies
of
two press releases relating to the acquisition are attached to this report
as
Exhibits 99.1 and 99.2.
Item
9.01.
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Financial
Statements and Exhibits.
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99.1 |
Press release dated May 3,
2006 |
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99.2
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Press
release dated May 3, 2006
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SIGNATURES
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 thereunto
duly authorized.
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KIRBY
CORPORATION
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(Registrant)
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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 - Investor Relations
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Dated:
May 4, 2006
EXHIBIT
INDEX
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Press
release dated May 3, 2006
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Press
release dated May 3, 2006
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