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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 6, 2005
INTERNATIONAL SHIPHOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 2-63322 36-2989662
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
650 Poydras Street, New Orleans, Louisiana 70130
(Address of principal executive offices) (Zip Code)
(504) 529-5461
(Registrant's telephone number, including area code)
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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 6, 2005, we completed the public offering of $40.0 million
of our 6.0% Convertible Exchangeable Preferred Stock pursuant to the terms of an
underwriting agreement, dated December 29, 2004, by and between us and Ferris,
Baker Watts, Incorporated, as underwriter. Pursuant to the underwriting
agreement, the underwriter has the option, exercisable at any time on or before
January 28, 2005, to purchase up to an additional $4.0 million of the preferred
stock to cover over-allotments, if any.
The preferred stock is governed by the terms of a certificate of
designations dated, and filed with the Delaware Secretary of State on, January
5, 2005. The certificate of designations amends our restated certificate of
incorporation effective January 5, 2005 and provides that the preferred stock
will rank senior to our common stock with respect to dividend rights and rights
upon our liquidation, winding up or dissolution. The preferred stock, which has
a liquidation preference of $50 per share, will accrue cumulative cash dividends
from the date of issuance at the annual rate of 6.0% of the liquidation
preference of the preferred stock, payable quarterly on March 31, June 30,
September 30 and December 31 of each year, beginning March 31, 2005.
The preferred stock is convertible, at the option of the holder at any
time, into a number of shares of our common stock determined by dividing the $50
liquidation preference of the preferred stock by the initial conversion price of
$20.00 per share. The initial conversion price, which is subject to adjustment
upon the occurrence of certain events, represents an initial conversion rate of
2.50 shares of our common stock for each share of the preferred stock. The
preferred stock has no maturity date and no voting rights prior to conversion
into shares of our common stock, except in limited circumstances.
We may elect to redeem the preferred stock, in whole or in part, for
cash at any time on or after December 31, 2006, provided that prior to December
31, 2007, we may elect to redeem the preferred stock only if the closing price
of our common stock exceeds 150% of the conversion price of the preferred stock
for at least 20 trading days during any 30-day trading period ending within five
trading days prior to notice of redemption. In addition, upon a change in
control, we may elect to redeem the preferred stock, in whole but not in part,
for cash and, to the extent we do not redeem all of the outstanding shares of
the preferred stock pursuant to our change in control redemption option, holders
of the preferred stock may, upon a change in control, require us to redeem for
cash all or any part of their shares of the preferred stock at the liquidation
preference of the preferred stock, plus any accrued and unpaid dividends to, but
not including, the date of redemption. Holders of the preferred stock will have
no other right to require us to redeem the preferred stock.
At our option, we may exchange the preferred stock, in whole but not in
part, on any dividend payment date beginning on March 31, 2006 and prior to
December 31, 2014, for our 6.0% Convertible Subordinated Notes due 2014. If we
elect to exchange the preferred stock for the notes, the exchange rate will be
$50 principal amount of the notes for each share of the preferred stock. The
notes, if issued, will (i) mature on December 31, 2014, (ii) have no voting
rights prior to conversion into shares of our common stock, (iii) have terms
substantially similar
to those of the preferred stock and (iv) be governed by the terms of an
indenture, dated January 6, 2005, by and between us and The Bank of New York, as
trustee.
Copies of the underwriting agreement, the certificate of designations
governing the preferred stock and the indenture governing the notes are attached
hereto as exhibits and are incorporated herein by reference in their entirety
(see exhibits 1.1, 3.1 and 4.1).
On January 6, 2005, we issued a press release announcing the completion
of the public offering of the preferred stock (see exhibit 99.1).
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
(a), (b) See Item 1.01 which is incorporated herein by reference.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
(a) See Item 1.01 which is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Underwriting Agreement, dated December 29, 2004, by and
between International Shipholding Corporation and Ferris,
Baker Watts, Incorporated
3.1 Certificate of Designations of the 6.0% Convertible
Exchangeable Preferred Stock of International Shipholding
Corporation dated, and filed with the Delaware Secretary
of State on, January 5, 2005
4.1 Indenture, dated as of January 6, 2005, by and between
International Shipholding Corporation and The Bank of New
York, as trustee, with respect to the 6.0% Convertible
Subordinated Notes due 2014
99.1 Press release, dated January 6, 2005, titled
"International Shipholding Corporation Completes Public
Offering of $40.0 Million of 6% Convertible Exchangeable
Preferred Stock"
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 hereunto duly authorized.
INTERNATIONAL SHIPHOLDING CORPORATION
By: /s/ Gary L. Ferguson
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Gary L. Ferguson
Vice President and Chief Financial Officer
Date: January 7, 2005
EXHIBIT INDEX
1.1 Underwriting Agreement, dated December 29, 2004, by and between
International Shipholding Corporation and Ferris, Baker Watts,
Incorporated
3.1 Certificate of Designations of the 6.0% Convertible Exchangeable
Preferred Stock of International Shipholding Corporation dated,
and filed with the Delaware Secretary of State on, January 5,
2005
4.1 Indenture, dated as of January 6, 2005, by and between
International Shipholding Corporation and The Bank of New York,
as trustee, with respect to the 6.0% Convertible Subordinated
Notes due 2014
99.1 Press release, dated January 6, 2005, titled "International
Shipholding Corporation Completes Public Offering of $40.0
Million of 6% Convertible Exchangeable Preferred Stock"