|
Delaware
(State
or other jurisdiction of
incorporation
or organization)
11
North Water Street, Mobile, Alabama (Address
of principal executive
offices)
|
36-2989662
(I.R.S.
Employer
Identification
No.)
36602
(Zip
Code)
|
|
|
|
|
|
Yes o
|
|
No þ
|
|
|
|
|
|
Yes
|
|
No þ
|
|
|
|
|
|
Yes þ
|
|
No o
|
|
|
|
|
|
|
|
Large
accelerated filer o
|
|
Accelerated
filer o
|
|
Non-accelerated
filer þ
|
|
|
|
|
|
Yes o
|
|
No þ
|
|
|
|
|
|
Class
Common
Stock, $1 par value,
|
|
Outstanding
at September 30, 2007
6,519,187
shares
|
|
(i)
|
The
following financial statements of the Company were filed as a part
of the
Company’s Annual Report on Form 10-K filed on March 9,
2007:
|
|
(ii)
|
The
following financial statements of Dry Bulk Cape Holding were filed
as a
part of the Company’s Form 10-K/A No. 2 filed on June 27, 2007 pursuant to
Rule 3-09 of Regulation S-X:
|
|
(iii)
|
The
following financial statements of BCH are included on pages A-1 through
A-7 of this Form 10-K/A pursuant to Rule 3-09 of Regulation
S-X:
|
|
(iv)
|
The
following financial statements of BCH are included on pages B-1 through
B-2 of this Form 10- K/A pursuant to Rule 3-09 of Regulation
S-X: These statements are unaudited and do not comply with U.S.
generally accepted accounting
principles.
|
|
(v)
|
The
following financial statements of BSH are included on pages C-1 through
C-2 of this Form 10-K/A based on discussions with the SEC
Staff. These statements are unaudited and do not comply with
U.S. generally accepted accounting
principles.
|
|
3.
|
Exhibits
|
|
|
(3.1)
|
Restated
Certificate of Incorporation of the Registrant (filed with the Securities
and Exchange Commission as Exhibit 3.1 to the Registrant's Form 10-Q
for
the quarterly period ended September 30, 2004 and incorporated herein
by
reference)
|
|
|
(3.2)
|
By-Laws
of the Registrant (filed with the Securities and Exchange Commission
as
Exhibit 3.2 to the Registrant's Form 10-Q for the quarterly period
ended
September 30, 2004 and incorporated herein by
reference)
|
|
|
(3.3)
|
Certificate
of Designations of the 6.0% Convertible Exchangeable Preferred Stock
of
the Registrant filed with the Delaware Secretary of State on January
5,
2005 (filed with the Securities and Exchange Commission as Exhibit
3.1 to
the Registrant's Current Report on Form 8-K dated January 6, 2005
and
filed with the Securities and Exchange Commission on January 7, 2005
and
incorporated herein by reference)
|
|
|
(4.1)
|
Specimen
of Common Stock Certificate (filed as an exhibit to the Registrant's
Form
8-A filed with the Securities and Exchange Commission on April 25,
1980
and incorporated herein by
reference)
|
|
|
(4.2)
|
Indenture
between the Registrant and The Bank of New York, as Trustee, with
respect
to the 7¾% Senior Notes due October 15, 2007 (filed with the Securities
and Exchange Commission as Exhibit 4.2 to the Registrant's Form 10-Q
for
the quarterly period ended September 30, 2004 and incorporated herein
by
reference)
|
|
|
(4.3)
|
Form
of 7¾% Senior Note due October 15, 2007 (included in Exhibit 4.2 hereto
and incorporated herein by
reference)
|
|
|
(4.4)
|
Indenture,
dated as of January 6, 2005, by and between the Registrant and The
Bank of
New York, as Trustee, with respect to the 6.0% Convertible Subordinated
Notes due 2014 (filed with the Securities and Exchange Commission
as
Exhibit 4.1 to the Registrant's Current Report on Form 8-K dated
January
6, 2005 and filed with the Securities and Exchange Commission on
January
7, 2005 and incorporated herein by
reference)
|
|
|
(4.5)
|
Form
of 6.0% Convertible Subordinated Note due 2014 (included in Exhibit
4.4
hereto and incorporated herein by
reference)
|
|
|
(4.6)
|
Specimen
of 6.0% Convertible Exchangeable Preferred Stock Certificate (filed
with
the Securities and Exchange Commission as Exhibit 4.6 to Pre-Effective
Amendment No. 3, dated December 23, 2004 and filed with the Securities
and
Exchange Commission on December 23, 2004, to the Registrant's Registration
Statement on Form S-1 (Registration No. 333-120161) and incorporated
herein by reference)
|
|
|
(4.7)
|
Certificate
of Designations of the 6.0% Convertible Exchangeable Preferred Stock
of
the Registrant filed with the Delaware Secretary of State on January
5,
2005 (filed as Exhibit 3.3 hereto and incorporated herein by
reference)
|
|
(10.1)
|
Credit
Agreement, dated as of September 30, 2003, by and among LCI Shipholdings,
Inc. and Central Gulf Lines, Inc., as Joint and Several Borrowers,
the
banks and financial institutions listed therein, as Lenders, HSBC
Bank
PLC, as Facility Agent, DnB NOR Bank ASA, as Documentation Agent,
Deutsche
Schiffsbank Aktiengesellschaft, as Security Trustee, and the Registrant,
as Guarantor (filed with the Securities and Exchange Commission as
Exhibit
10.2 to Pre-Effective Amendment No. 2, dated December 10, 2004 and
filed
with the Securities and Exchange Commission on December 10, 2004,
to the
Registrant's Registration Statement on Form S-1 (Registration No.
333-120161) and incorporated herein by
reference)
|
|
(10.2)
|
Credit
Agreement, dated as of December 6, 2004, by and among LCI Shipholdings,
Inc., Central Gulf Lines, Inc. and Waterman Steamship Corporation,
as
Borrowers, the banks and financial institutions listed therein, as
Lenders, Whitney National Bank, as Administrative Agent, Security
Trustee
and Arranger, and the Registrant, Enterprise Ship Company, Inc.,
Sulphur
Carriers, Inc., Gulf South Shipping PTE Ltd. and CG Railway, Inc.,
as
Guarantors (filed with the Securities and Exchange Commission as
Exhibit
10.3 to Pre-Effective Amendment No. 2, dated December 10, 2004 and
filed
with the Securities and Exchange Commission on December 10, 2004,
to the
Registrant's Registration Statement on Form S-1 (Registration No.
333-120161) and incorporated herein by
reference)
|
|
(10.3)
|
Credit
Agreement, dated September
26, 2005, by and among Central Gulf Lines, Inc., as Borrower, the
banks
and financial institutions listed therein, as Lenders, DnB NOR
Bank ASA,
as Facility Agent and Arranger, and Deutsche Schiffsbank
Aktiengesellschaft, as Security Trustee and Arranger, and the Registrant,
as Guarantor (filed with the Securities and Exchange Commission
as Exhibit
10.1 to the Registrant's Current Report on Form 8-K dated September
30,
2005 and incorporated herein by
reference)
|
|
(10.4)
|
Credit
Agreement, dated December 13, 2005, by and among CG Railway, Inc.,
as
Borrower, the investment company, Liberty Community Ventures III,
L.L.C.,
as Lender, and the Registrant, as
Guarantor*
|
|
(10.5)
|
Consulting
Agreement, dated January 1, 2006, between the Registrant and Niels
W.
Johnsen*
|
|
(10.6)
|
Summary
of Executive Officer’s Salaries*
|
|
(10.7)
|
International
Shipholding Corporation Stock Incentive Plan (filed with the Securities
and Exchange Commission as Exhibit 10.5 to the Registrant's Form
10-K for
the annual period ended December 31, 2004 and incorporated herein
by
reference)
|
|
(10.8)
|
Form
of Stock Option Agreement for the Grant of Non-Qualified Stock Options
under the International Shipholding Corporation Stock Incentive Plan
(filed with the Securities and Exchange Commission as Exhibit 10.6
to the
Registrant's Form 10-K for the annual period ended December 31, 2004
and
incorporated herein by reference)
|
|
(10.9)
|
Description
of Non-Management Director Compensation (filed with the Securities
and
Exchange Commission as Exhibit 10.7 to the Registrant's Form 10-K
for the
annual period ended December 31, 2004 and incorporated herein by
reference)
|
|
(10.10)
|
Description
of Life Insurance Benefits Provided by the Registrant to Niels W.
Johnsen
and Erik F. Johnsen Plan (filed with the Securities and Exchange
Commission as Exhibit 10.8 to the Registrant's Form 10-K for the
annual
period ended December 31, 2004 and incorporated herein by
reference)
|
|
(21.1)
|
Subsidiaries
of International Shipholding
Corporation*
|
|
(31.1)
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 **
|
|
(31.2)
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 **
|
|
(32.1)
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as
Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**
|
|
(32.2)
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as
Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**
|
|
*
|
Previously
filed as part of the Registrant’s Form 10-K for the year ended December
31, 2006, filed with the Commission on March 9,
2007.
|
|
**
|
Submitted
electronically herewith.
|
|
December
11, 2007
|
By
|
/s/
Manuel G. Estrada
|
|
BELDEN
CEMENT HOLDING INC.
|
||||
|
CONSOLIDATED
BALANCE SHEET
|
||||
|
As
of December 31, 2005
|
||||
|
ASSETS
|
||||
|
Current
Assets:
|
||||
|
Cash
and Cash Equivalents
|
$ |
610,517
|
||
|
Due
from Related Parties
|
37,325
|
|||
|
Prepaid
Expenses
|
103,712
|
|||
|
Total
Current Assets
|
751,554
|
|||
|
Investment
in Unconsolidated Entity
|
45,124
|
|||
|
Property
and Equipment, at Cost:
|
||||
|
Machinery
Equipment
|
305,287
|
|||
|
Furniture
and Equipment
|
57,723
|
|||
|
363,010
|
||||
|
Less
- Accumulated Depreciation
|
(169,431 | ) | ||
|
193,579
|
||||
|
Due
from Related Parties
|
22,946,954
|
|||
| $ |
23,937,211
|
|||
|
LIABILITIES
AND STOCKHOLDERS' INVESTMENT
|
||||
|
Current
Liabilities:
|
||||
|
Accrued
Liabilities
|
$ |
134,789
|
||
|
Due
to Related Parties
|
496,737
|
|||
|
Total
Current Liabilities
|
631,526
|
|||
|
Stockholders'
Investment:
|
||||
|
Common
Stock, $50.00 Par Value, 230 Shares
|
||||
|
Authorized
at December 31, 2005
|
11,500
|
|||
|
Additional
Paid-In Capital
|
9,980,348
|
|||
|
Retained
Earnings
|
13,350,221
|
|||
|
Accumulated
Other Comprehensive Loss
|
(36,384 | ) | ||
|
23,305,685
|
||||
| $ |
23,937,211
|
|||
|
BELDEN
CEMENT HOLDING INC.
|
||||
|
CONSOLIDATED
STATEMENT OF INCOME
|
||||
|
For
the Year Ended December 31, 2005
|
||||
|
Revenues
|
$ |
13,252,759
|
||
|
Operating
Expenses
|
(5,829,825 | ) | ||
|
Depreciation
|
(3,896,347 | ) | ||
|
Gross
Profit
|
3,526,587
|
|||
|
Administrative
and General Expenses
|
(1,370,690 | ) | ||
|
Gain
on Sale of Assets
|
6,186,552
|
|||
|
Operating
Income
|
8,342,449
|
|||
|
Interest
and Other:
|
||||
|
Interest
Expense
|
(1,899,389 | ) | ||
|
Investment
Income
|
105,423
|
|||
|
Other
Income
|
80,528
|
|||
| (1,713,438 | ) | |||
|
Net
Income
|
$ |
6,629,011
|
||
|
BELDEN
CEMENT HOLDING INC.
|
||||||||||||||||||||
|
CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS’ INVESTMENT
|
||||||||||||||||||||
|
For
the Year Ended December 31, 2005
|
||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||
|
Additional
|
Other
|
|||||||||||||||||||
|
Common
|
Paid-In
|
Retained
|
Comprehensive
|
|||||||||||||||||
|
Stock
|
Capital
|
Earnings
|
Loss
|
Total
|
||||||||||||||||
|
Balance
at December 31, 2004
|
$ |
11,500
|
$ |
9,980,348
|
$ |
6,721,210
|
$ | (31,053 | ) | $ |
16,682,005
|
|||||||||
|
Comprehensive
Income:
|
||||||||||||||||||||
|
Net
Income for Year Ended
December
31, 2005
|
-
|
-
|
6,629,011
|
-
|
6,629,011
|
|||||||||||||||
|
Other
Comprehensive Loss:
|
||||||||||||||||||||
|
Foreign
Currency
Translation
Adjustments
|
-
|
-
|
-
|
(5,331 | ) | (5,331 | ) | |||||||||||||
|
Total
Comprehensive Income
|
6,623,680
|
|||||||||||||||||||
|
Balance
at December 31, 2005
|
$ |
11,500
|
$ |
9,980,348
|
$ |
13,350,221
|
$ | (36,384 | ) | $ |
23,305,685
|
|||||||||
|
BELDEN
CEMENT HOLDING INC.
|
||||
|
CONSOLIDATED
STATEMENT OF CASH FLOWS
|
||||
|
For
the Year Ended December 31, 2005
|
||||
|
Cash
Flows from Operating Activities:
|
||||
|
Net
Income
|
$ |
6,629,011
|
||
|
Adjustments
to Reconcile Net Income to Net Cash
|
||||
|
Provided
by Operating Activities:
|
||||
|
Depreciation
|
3,896,347
|
|||
|
Amortization
of Deferred Charges
|
725,609
|
|||
|
Gain
on Sale of Assets
|
(6,186,552 | ) | ||
|
Translation
Gain
|
(5,331 | ) | ||
|
Changes
in:
|
||||
|
Accounts
Receivable
|
227,590
|
|||
|
Deferred
Drydocking Charges
|
(962,180 | ) | ||
|
Due
from Unconsolidated Entity
|
224,470
|
|||
|
Due
from Shareholders
|
2,010,000
|
|||
|
Accrued
Liabilities
|
(571,113 | ) | ||
|
Due
to Related Parties
|
268,571
|
|||
|
Net
Cash Provided by Operating Activities
|
6,256,422
|
|||
|
Cash
Flows from Investing Activities:
|
||||
|
Purchase
of Property and Equipment
|
(995,191 | ) | ||
|
Proceeds
from Sale of Vessels
|
54,375,000
|
|||
|
Cash
Transfer on Disposal of Subsidiaries
|
(544,971 | ) | ||
|
Net
Cash Provided by Investing Activities
|
52,834,838
|
|||
|
Cash
Flows from Financing Activities:
|
||||
|
Due
from Related Parties
|
(7,357,321 | ) | ||
|
Repayment
of Long-term Debt
|
(44,948,585 | ) | ||
|
Proceeds
from Long-term Debt
|
2,087,504
|
|||
|
Repayment
of Loan from Shareholders
|
(11,110,585 | ) | ||
|
Dividends
Paid
|
(801,905 | ) | ||
|
Net
Cash Used by Financing Activities
|
(62,130,892 | ) | ||
|
Net
Change in Cash and Cash Equivalents
|
(3,039,632 | ) | ||
|
Cash
and Cash Equivalents at Beginning of Year
|
3,650,149
|
|||
|
Cash
and Cash Equivalents at End of Year
|
$ |
610,517
|
||
|
Belden
Cement Holding Inc.
|
||||
|
Balance
Sheet at 31 December 2004
|
||||
|
Unaudited
|
||||
|
US$
|
||||
|
Non-current
assets
|
||||
|
Property,
plant and equipment
|
$ |
67,204,876
|
||
|
Deferred
expenses
|
1,326,243
|
|||
|
Investment
in an associate company
|
45,124
|
|||
|
Loan
to an affiliated company
|
7,032,800
|
|||
|
Current
assets
|
||||
|
Trade
receivables, less provision for doubtful debts of $Nil
|
208,189
|
|||
|
Other
receivables and prepayments
|
213,806
|
|||
|
Loan
to an employee
|
53,114
|
|||
|
Amount
due from shareholders (non-trade)
|
2,010,000
|
|||
|
Amount
due from an affiliated company (non-trade)
|
1,641
|
|||
|
Amount
due from an associated company (trade)
|
58,470
|
|||
|
Cash
and bank balances
|
3,650,149
|
|||
|
6,195,369
|
||||
|
Current
liabilities
|
||||
|
Other
creditors and accruals
|
632,381
|
|||
|
Charter
hire income received in advance
|
408,275
|
|||
|
Amount
due to an affiliated company (trade)
|
169,779
|
|||
|
Dividend
payable
|
801,905
|
|||
|
Bank
loans (secured)
|
17,240,869
|
|||
|
Loan
from shareholders
|
9,200,000
|
|||
|
Fair
value of interest rate swap
|
592,828
|
|||
|
29,046,037
|
||||
|
Net
current assets/(liabilities)
|
(22,850,668 | ) | ||
|
Non-current
liabilities
|
||||
|
Bank
Loans (secured)
|
(34,758,613 | ) | ||
|
Loans
from shareholders
|
(1,910,585 | ) | ||
|
Net
assets
|
16,089,177
|
|||
|
Capital
and reserves
|
||||
|
Share
capital
|
11,500
|
|||
|
Reserves
|
16,077,677
|
|||
| $ |
16,089,177
|
|||
|
Belden
Cement Holding Inc.
|
||||
|
Consolidated
Profit and Loss Account
|
||||
|
For
the Year Ended December 31, 2004
|
||||
|
Unaudited
|
||||
|
US$
|
||||
|
Revenue
|
$ |
27,179,361
|
||
|
Other
income
|
211,670
|
|||
|
Gain
on disposal of property,plant and equipment
|
821,012
|
|||
|
Depreciation
of property, plant and equipment
|
(7,266,257 | ) | ||
|
Amortization
of deferred expenses
|
(1,052,004 | ) | ||
|
Management
fees
|
(155,000 | ) | ||
|
Vessel
operating costs
|
(8,917,897 | ) | ||
|
Legal
fees and consultation fees
|
(364,768 | ) | ||
|
Commission
expenses
|
(443,654 | ) | ||
|
Bad
debts written off
|
(270,000 | ) | ||
|
Office
rental
|
(68,010 | ) | ||
|
Staff
costs
|
(449,406 | ) | ||
|
Communication
expenses
|
(134,826 | ) | ||
|
Other
operating expenses
|
(865,663 | ) | ||
|
Profit
from operations
|
8,224,558
|
|||
|
Finance
costs
|
(3,131,421 | ) | ||
|
Share
results of associated company
|
4,396
|
|||
|
Profit
before taxation
|
5,097,533
|
|||
|
Taxation
|
(132,913 | ) | ||
|
Profit
after taxation
|
$ |
4,964,620
|
||
|
Belden
Shipholding PTE LTD and its Subsidiaries
|
||||
|
Balance
Sheet at 30 September 2006
|
||||
|
Unaudited
|
||||
|
US$
|
||||
|
Non-current
assets
|
||||
|
Property,
plant and equipment
|
$ |
91,764,168
|
||
|
Investment
in an associate company
|
45,124
|
|||
|
Loan
to an affiliated company
|
12,366
|
|||
|
Current
assets
|
||||
|
Other
receivables and prepayments
|
3,250,484
|
|||
|
Loan
to an employee
|
16,828
|
|||
|
Cash
and bank balances
|
1,858,173
|
|||
|
5,125,485
|
||||
|
Current
liabilities
|
||||
|
Other
creditors and accruals
|
277,081
|
|||
|
Charter
hire income received in advance
|
1,262,139
|
|||
|
Bank
loans (secured)
|
2,500,000
|
|||
|
4,039,220
|
||||
|
Net
current assets/(liabilities)
|
1,086,265
|
|||
|
Non-current
liabilities
|
||||
|
Bank
Loans (secured)
|
(103,796,356 | ) | ||
|
Net
assets
|
17,557,943
|
|||
|
Capital
and reserves
|
||||
|
Share
capital
|
230,000
|
|||
|
Reserves
|
17,327,943
|
|||
| $ |
17,557,943
|
|||
|
Belden
Shipholding PTE LTD and its Subsidiaries
|
||||
|
Consolidated
Profit and Loss Account
|
||||
|
For
the nine months ended September 30th,
2006
|
||||
|
Unaudited
|
||||
|
US$
|
||||
|
Revenue
|
$ |
24,498,804
|
||
|
Other
income
|
1,442,886
|
|||
|
Depreciation
of property, plant and equipment
|
(4,940,637 | ) | ||
|
Amortization
of deferred expenses
|
(775,480 | ) | ||
|
Vessel
operating costs
|
(10,359,676 | ) | ||
|
Legal
fees and consultation fees
|
(80,521 | ) | ||
|
Commision
expenses
|
(299,357 | ) | ||
|
Office
rental
|
(39,756 | ) | ||
|
Staff
costs
|
(687,628 | ) | ||
|
Communication
expenses
|
(185,386 | ) | ||
|
Other
operating expenses
|
(873,039 | ) | ||
|
Profit
from operations
|
7,700,210
|
|||
|
Finance
costs
|
(4,422,951 | ) | ||
|
Profit
before taxation
|
3,277,259
|
|||
|
Taxation
|
-
|
|||
|
Profit
after taxation
|
$ |
3,277,259
|
||