-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PCZVb4G56QFcG6aPwdHTvfb5SHchUTXtq7ZwOmR+m0C4wN4Y6/3aAvcqPb6G3S5P VGXNd/c/BaNzYz9Z7Cv8Kg== 0000903342-01-000002.txt : 20010208 0000903342-01-000002.hdr.sgml : 20010208 ACCESSION NUMBER: 0000903342-01-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL SHIPHOLDING CORP CENTRAL INDEX KEY: 0000278041 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 362989662 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-32133 FILM NUMBER: 1527355 BUSINESS ADDRESS: STREET 1: 650 POYDRAS ST STE 1700 CITY: NEW ORLEANS STATE: LA ZIP: 70130 BUSINESS PHONE: 5045295470 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSEN ERIK F CENTRAL INDEX KEY: 0000903342 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 650 POYDRAS ST CITY: NEW ORLEANS STATE: LA ZIP: 70130 BUSINESS PHONE: 5045295461 MAIL ADDRESS: STREET 1: 650 POYDRAS ST STREET 2: STE 1700 CITY: NEW ORLEANS STATE: LA ZIP: 70130 SC 13D 1 0001.txt 1 Page 1 of 5 Pages CUSIP No. 460321201 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 International Shipholding Corporation --------------------------------------- (Name of Issuer) Common Stock, $1.00 par value per share ----------------------------------------- (Title of Class of Securities) 460321201 ---------------- (CUSIP Number) Erik F. Johnsen Suite 1700 650 Poydras Street New Orleans, Louisiana 70130 504-529-5470 ---------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 14, 2000 ---------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. 2 Page 2 of 5 Pages CUSIP No. 460321201 1. Name of Reporting Person Erik F. Johnsen S.S. or I.R.S. Identification No. of Above Person ###-##-#### 2. Check the Appropriate Box if a Member of a Group (a) ______ (b) ______ 3. SEC Use Only 4. Source of Funds PF 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)_____. 6. Citizenship or Place of Organization United States - ----------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power . . . . . . . . . . . . . . . . . . . . . . . 674,978 8. Shared Voting Power . . . . . . . . . . . . . . . . . . . . . . 8,875 9. Sole Dispositive Power . . . . . . . . . . . . . . . . . . . . 674,978 10. Shared Dispositive Power . . . . . . . . . . . . . . . . . . . . 8,875 - ----------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 683,853 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares N/A 13. Percent of Class Represented by Amount in Row (11) 11.24% 14. Type of Reporting Person IN 3 Page 3 of 5 Pages CUSIP No. 460321201 Item 1. Security and Issuer. This statement relates to the common stock, $1.00 par value per share (the "Common Stock"), of International Shipholding Corporation (the "Issuer"), a Delaware corporation. The address of the principal executive offices of the Issuer is 650 Poydras Street, Suite 1700, New Orleans, Louisiana 70130. Item 2. Identity and Background (a) Name of Reporting Person: Erik F. Johnsen (b) Principal Business Address of Reporting Person: 650 Poydras Street, Suite 1700 New Orleans, Louisiana 70130 (c) Mr. Johnsen is President and a Director of the Issuer. (d) Mr. Johnsen has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years. (e) Mr. Johnsen has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the past five years. (f) Mr. Johnsen is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. Not applicable. Item 4. Purpose of Transaction. Not applicable. Item 5. Interest in Securities of the Issuer (a)(b) As of the date hereof, the Reporting Persons, in the aggregate, beneficially own 683,853 shares of the Common Stock, which is approximately 4 Page 4 of 5 Pages CUSIP No. 460321201 11.24% of the shares of the Common Stock believed to be outstanding. Mr. Johnsen has sole voting and investment power with respect to 674,978 shares. Mr. Johnsen is reporting shared voting and investment power over 8,875 shares held by his spouse, with respect to which he disclaims beneficial ownership. (c) Mr. Johnsen has engaged in the following transactions in the Common Stock of the Issuer in the past 60 days: Mr. Johnsen distributed 232,319 shares to his adult children on November 14, 2000. These shares were previously held for the benefit of his children. Those shares were distributed pursuant to the Agreement filed as Exhibit A to this Schedule 13D. (d) Other party with right to receive or direct receipt of dividends or proceeds: Not applicable. (e) Date Reporting Person ceased to beneficially own more than 5% of shares: Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Mr. Johnsen entered into an agreement on November 14, 2000 with his children under which Mr. Johnsen would distribute 232,319 shares to his children. These shares were previously held for the benefit of his children. However, Mr. Johnsen had sole voting and investment power with respect to these shares. Item 7. Material to be Filed as Exhibits. A. The Agreement described in Item 6. 5 Page 5 of 5 Pages CUSIP No. 460321201 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 29, 2001 /s/ Erik F. Johnsen ----------------------- Erik F. Johnsen 6 EXHIBIT A AGREEMENT THIS AGREEMENT entered into November 14, 2000, by and between ERIK F. JOHNSEN, on the one hand, and KAREN JOHNSEN BALDWIN, ERIK LEE JOHNSEN, ANNE JOHNSEN BAILEY and ROLF CHRISTIAN JOHNSEN (collectively "the Beneficiaries"), on the other hand. WHEREAS, the Parties to this Agreement, together with Niels W. Johnsen and George Denegre, Trustees for the Beneficiaries under the Last Will and Testament of Edna Lee Johnsen, entered into a certain Agreement dated September 30, 1987 ("the Agreement"), by which Erik F. Johnsen agreed to continue holding in his name 204,856 shares of International Shipholding Corporation ("ISC"), all on the terms and conditions of that Agreement; WHEREAS, the original term of that Agreement has expired and the Parties wish to terminate the arrangement provided therein and transfer the affected shares of ISC into the names of the respective Beneficiaries and to release Erik F. Johnsen from further responsibility under the terms of that Agreement; NOW, THEREFORE, the Parties agree as follows: 1. Because of certain transfers to one or more of the Beneficiaries and stock dividends affecting ISC stock, Erik F. Johnsen presently holds a total 232,318.75 shares of ISC stock under the terms of the Agreement, which the parties have rounded to 232,319 for the convenience of all parties. The precise number of shares held for each of the Beneficiaries is as follows: Karen Johnsen Baldwin 37,253 Erik Lee Johnsen 35,022 Anne Johnsen Bailey 80,022 Rolf Christian Johnsen 80,022 2. Since all of the Beneficiaries are over 35 years old, the trusts established for their benefit under the will of their mother Edna Lee Johnsen have terminated, and the Beneficiaries have succeeded to the rights and obligations of Niels W. Johnsen and George Denegre, Trustees, under the terms of the Agreement. 3. The Beneficiaries have received a full and complete accounting from Erik F. Johnsen for the number of shares held for their benefit under the Agreement and for cash 7 receipts and disbursements relating to their respective shares of ISC, and they are satisfied that this accounting is true and correct. 4. The Agreement is hereby terminated, and Erik F. Johnsen will transfer to each of the Beneficiaries as he or she instructs the number of shares to which he or she is entitled as shown above. 5. Upon receipt of his or her shares from Erik F. Johnsen, each of the Beneficiaries hereby releases Erik F. Johnsen from any further responsibility under the Agreement and from any and all claims by him or her against said Erik F. Johnsen for his actions under the Agreement. Executed in multiple originals, as of the day and date first above written. /s/ Erik F. Johnsen --------------------- Erik F. Johnsen /s/ Karen Johnsen Baldwin ------------------------- Karen Johnsen Baldwin /s/ Erik Lee Johnsen ---------------------- Erik Lee Johnsen /s/ Anne Johnsen Bailey ----------------------- Anne Johnsen Bailey /s/ Rolf Christian Johnsen -------------------------- Rolf Christian Johnsen -----END PRIVACY-ENHANCED MESSAGE-----