SCHEDULE 13D/A

0000950123-08-010489.txt : 20080902 0000950123-08-010489.hdr.sgml : 20080901 20080902085127 ACCESSION NUMBER: 0000950123-08-010489 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080902 DATE AS OF CHANGE: 20080902 GROUP MEMBERS: PHILIP J. SHAPIRO GROUP MEMBERS: PROJECTION LLC 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32133 FILM NUMBER: 081050423 BUSINESS ADDRESS: STREET 1: 11 NORTH WATER STREET STREET 2: SUITE # 18290 CITY: MOBILE STATE: AL ZIP: 36602 BUSINESS PHONE: 2512439100 MAIL ADDRESS: STREET 1: P.O. BOX 2004 CITY: MOBILE STATE: AL ZIP: 36652 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Liberty Shipping Group LLC CENTRAL INDEX KEY: 0001442841 IRS NUMBER: 930978116 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1979 MARCUS AVENUE, SUITE 200 CITY: LAKE SUCCESS STATE: NY ZIP: 11042 BUSINESS PHONE: 516-488-8800 MAIL ADDRESS: STREET 1: 1979 MARCUS AVENUE, SUITE 200 CITY: LAKE SUCCESS STATE: NY ZIP: 11042 SC 13D/A 1 y66991sc13dza.htm SCHEDULE 13D/A SCHEDULE 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

INTERNATIONAL SHIPHOLDING CORPORATION

(Name of Issuer)

Common Stock, $1.00 par value

(Title of Class of Securities)

460321201

(CUSIP Number)

Philip J. Shapiro
Liberty Shipping Group LLC
1979 Marcus Avenue, Suite 200
Lake Success, New York 11042
(516) 488-8800

Copies to:
Dennis J. Friedman, Esq.
Eduardo Gallardo, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 2, 2008

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		460321201


1	NAMES OF REPORTING PERSONS. Projection LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			392,430

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			392,430

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	392,430

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	5.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		460321201


1	NAMES OF REPORTING PERSONS. Liberty Shipping Group LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			392,430

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			392,430

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	392,430

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	5.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		460321201


1	NAMES OF REPORTING PERSONS. Philip J. Shapiro


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			392,430

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			392,430

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	392,430

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	5.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D filed on August 18, 2008 (the “Original Filing”). Information reported in the Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Filing. This Amendment No. 1 relates to shares of common stock, $1.00 par value per share (the “Common Stock”), of International Shipholding Corporation, a Delaware corporation (the “Company”).

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is amended and restated in its entirety as follows:

The 392,430 shares of Common Stock (the “Shares”) that may be deemed to be beneficially owned by the Reporting Persons were acquired by Projection. The aggregate purchase price for the Shares was approximately $7,429,452, which includes brokerage fees and other commissions paid in connection with such purchases. Such funds came from the working capital of Projection.

The Shares may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable regulations and such firms’ credit policies. The positions which may be held in the margin accounts, including the Shares, are pledged as collateral security for the repayment of debit balances in the respective accounts.

Item 4. Purpose of Transaction

Item 4 is amended and restated in its entirety as follows:

The Reporting Persons and their affiliates have been following the Company for a period of time as a potential investment or business combination opportunity. In that connection, Projection acquired the Shares.

On or about June 10, 2008, Mr. Shapiro had a meeting with Niels M. Johnsen, Chairman of the Board and Chief Executive Officer of the Company. Among other things, Mr. Shapiro raised with Mr. Johnsen the possibility of completing a business combination transaction between Liberty and the Company (the “Proposed Transaction”). Messrs. Shapiro and Johnsen did not discuss any specific plans or proposals regarding such Proposed Transaction, but Mr. Johnsen agreed to give it further consideration. On or about July 31, 2008, Mr. Johnsen called Mr. Shapiro to indicate that he had discussed it with certain members of the Johnsen family, and that the consensus among them was not to engage in a transaction with Liberty at that time.

On September 2, 2008, Projection sent a letter to the Board of Directors of the Company proposing to acquire all of the outstanding Common Stock of the Company at a purchase price of $25.75 per share, payable in cash, which represents a total enterprise value of approximately $308 million. The letter is attached hereto as Exhibit C and is incorporated herein by reference. There can be no assurance that any such transaction will occur.

One or more of the Reporting Persons may purchase from time to time in open market or privately negotiated transactions additional shares of Common Stock, or options or derivatives related thereto. From time to time, one or more of the Reporting Persons may also hold discussions or otherwise communicate with the Company’s management, Board and other representatives of the Company, as well as other shareholders of the Company, to discuss a possible change in control transaction involving the Reporting Persons or other strategic alternatives available to the Company. The Reporting Persons may also seek representation on the Board of Directors of the Company, make a tender offer for some or all of the outstanding equity securities of the Company or pursue other available courses of action (which could involve one or more of the actions required to be described in Item 4 of Schedule 13D) to acquire direct or indirect control of the Company. In determining whether to purchase additional shares of Common Stock and, more generally, in formulating any plan or proposal related to the Company and the Reporting Persons’ interest therein, the Reporting Persons intend to consider various factors, including the Company’s financial condition, business and prospects, other developments concerning the Company, the reaction of the Company and other shareholders to the Reporting Persons’ ownership of Common Stock, price levels of the Common Stock, other opportunities available to the Reporting Persons, developments with respect to the Reporting Persons business, and general economic, monetary and stock market conditions. In addition, depending upon, among other things, the matters referred to above, the Reporting Persons may determine to dispose of all or a portion of its Common Stock.

In addition to the foregoing, the Reporting Persons may engage the Company, other stockholders of the Company or other relevant parties in discussions that may include one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D. Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Company and formulate plans or proposals with respect to any of such matters.

Item 5. Interest in Securities of the Issuer

Subsections (a) through (c) of Item 5 are amended and restated in their entirety as follows:

(a)-(b) As of the date of this filing, Projection is the beneficial owner of an aggregate of 392,430 shares of Common Stock, which constitute approximately 5.5% of the 7,183,570 shares of Common Stock outstanding (based on the 7,385,801 shares of Common Stock outstanding as of June 30, 2008 minus the 202,231 shares of Common Stock repurchased by the Company between July 1, 2008 and July 30, 2008, each as reported by the Company in its Quarterly Report on Form 10-Q filed on August 8, 2008). Liberty, as the direct parent company of Projection, and Mr. Shapiro, as the manager of Liberty, may be deemed to share voting and dispositive power over the Common Stock beneficially owned by Projection. Liberty and Mr. Shapiro disclaim beneficial ownership of such Shares for purposes of Section 13(d) of the Act.

(c) All transactions in the Common Stock effected by the Reporting Persons in the past sixty days are set forth in Exhibit D attached hereto.

Item 7. Material to be Filed as Exhibits

Item 7 is amended by adding the following at the end thereof:


Exhibit C:		Letter, dated as of September 2, 2008, to the Board of Directors of International Shipholding Corporation.

Exhibit D:		Schedule of transactions effected by the Reporting Persons in the past sixty days.

SIGNATURES

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:	September 2, 2008	PROJECTION LLC

		By: Name:	/s/ Philip J. Shapiro Philip J. Shapiro
		Title:	President and Chief Executive Officer

	September 2, 2008	LIBERTY SHIPPING GROUP LLC

		By:	/s/ Philip J. Shapiro

		Name:	Philip J. Shapiro
		Title:	President and Chief Executive Officer

	September 2, 2008

			/s/ Philip J. Shapiro

		PHILIP J. SHAPIRO

EXHIBIT INDEX


Exhibit C:		Letter, dated as of September 2, 2008, to the Board of Directors of International Shipholding Corporation.

Exhibit D:		Schedule of transactions effected by the Reporting Persons in the past sixty days.

EX-99.C 2 y66991exv99wc.htm EX-99.C: LETTER TO THE BOARD OF DIRECTORS EX-99.C

EXHIBIT C

[Projection LLC Letterhead]

September 2, 2008

The Board of Directors of International Shipholding Corporation
11 North Water Street, Suite 18290
Mobile, AL 36602

Gentlemen:

On behalf of Projection LLC, a wholly owned subsidiary of Liberty Shipping Group LLC, I am pleased to submit our proposal to acquire all of the outstanding common stock of International Shipholding Corporation (the “Company”) at a purchase price of $25.75 per share, payable in cash, which represents a total enterprise value of approximately $308 million. Our proposal represents a 27% premium over the Company common stock’s closing price of $20.25 per share on August 29, 2008.

We believe that our proposal will deliver significant value to and be enthusiastically supported by your stockholders. While our proposal is based on a review of publicly available information, we would be pleased to meet with you to consider any non-public information that may support an improvement to our proposal. We are also prepared to discuss with members of the Johnsen family the possibility of allowing them to rollover part of their existing interest in the Company into equity of the combined company in a tax efficient manner.

Our proposal is subject to confirmatory due diligence, which we are prepared to commence immediately. Assuming we are granted access to complete information promptly, we believe we would be in a position to finalize the confirmatory due diligence quickly given our understanding of your business and our industry expertise. Our proposal is also subject to the negotiation of a mutually satisfactory definitive merger agreement and the receipt of all necessary regulatory approvals — all of which we intend to work towards simultaneously with our due diligence efforts. We do not anticipate any antitrust or other issues that would delay our ability to consummate the transaction on an accelerated basis. We do not anticipate that the transaction will be subject to any financing condition.

We have already dedicated considerable time and resources to an analysis of a potential transaction. We have retained Jefferies & Company, Inc. as our financial advisor and Gibson, Dunn & Crutcher LLP as our legal advisor. Our team is prepared to devote the additional time and resources necessary to ensure a smooth and expedited process.

Our preference is to work together with you and your advisors to negotiate and announce a definitive agreement between our companies in the near term. Our proposal to acquire the Company represents a unique and compelling opportunity to create a stronger combined company that will be well positioned to succeed in the vital U.S. seaborne transportation sector.

Our leadership team and advisors remain prepared to meet with you and your advisors at your earliest convenience to conduct the necessary due diligence and negotiate a merger agreement. In light of the importance of this proposal to your stockholders, we reserve the right to make a tender offer for some or all of the outstanding shares of common stock of the Company, seek representation on the Board of Directors of the Company or pursue other available courses of action to bring our proposal directly to your stockholders.

As always, you can reach me in my office or on my cell phone. We look forward to hearing from you soon.

Very truly yours,

/s/ Philip J. Shapiro

Philip J. Shapiro
Chairman of the Board,
President and Chief Executive Officer

EX-99.D 3 y66991exv99wd.htm EX-99.D: SCHEDULE OF TRANSACTIONS EX-99.D

EXHIBIT D


Date+	Price per Share++		No. of Shares
8/22/2008	$	19.50		1,200	*
8/25/2008	$	19.50		7,500	*
8/25/2008	$	19.49		100
8/25/2008	$	19.48		300
8/25/2008	$	19.45		100
8/25/2008	$	19.44		100
8/25/2008	$	19.405		100
8/26/2008	$	19.25		8,130	*
8/26/2008	$	19.23		600	*
8/26/2008	$	19.22		485	*
8/26/2008	$	19.20		515	*


*		Amount represents aggregate of multiple purchase transactions effected on the same day at the same purchase price per share.

+		All transactions were effected in open market transactions and relate to purchases of Common Stock by Projection.

++		Price per share does not include brokerage fees and other commissions paid in connection with trade.