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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): December 29, 2004
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
of incorporation) Identification No.)
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 December 29, 2004, we entered into an underwriting agreement with
Ferris, Baker Watts, Incorporated, as underwriter, in connection with the public
offering of 800,000 shares of our 6.0% Convertible Exchangeable Preferred Stock.
The offering price to the public is $50.00 per share, with an underwriting
discount of $1.75 per share and a financial advisory fee payable to the
underwriter of $0.75 per share. Pursuant to the underwriting agreement, we also
granted the underwriter a 30-day option to purchase up to 80,000 additional
shares of our 6.0% Convertible Exchangeable Preferred Stock on the same terms
and conditions as set forth above to cover over-allotments, if any. The
underwriting agreement contains customary representations and warranties on our
part. The underwriting agreement also contains customary indemnification and
contribution provisions whereby we and the underwriter have agreed to indemnify
each other against certain liabilities. The 6.0% Convertible Exchangeable
Preferred Stock is being offered and sold pursuant to a prospectus dated
December 29, 2004 to be filed with the SEC pursuant to Rule 424(b)(1)
promulgated under the Securities Act of 1933 in connection with our Registration
Statement on Form S-1 (Reg. No. 333-120161) declared effective by the SEC on
December 29, 2004.
On December 29, 2004, we issued a press release announcing the pricing
of the public offering of our 6.0% Convertible Exchangeable Preferred Stock (see
exhibit 99.1).
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press release dated December 29, 2004, titled "International
Shipholding Corporation Prices $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: December 29, 2004
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press release dated December 29, 2004, titled "International
Shipholding Corporation Prices $40.0 Million of 6% Convertible
Exchangeable Preferred Stock."