8-K 1 k022ndq.txt 1 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 June 21, 2002 ----------------------------- Date of Report (Date of Earliest Event Reported) Commission file number 2-63322 -------------------------------- INTERNATIONAL SHIPHOLDING CORPORATION --------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 36-2989662 ------------------------ -------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 650 Poydras Street New Orleans, Louisiana 70130 ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (504) 529-5461 ----------------------------------------------------------------------------- (Registrant's telephone number, including area code) 2 Item 4. Changes in Registrant's Certifying Accountant. On June 21, 2002, the Board of Directors of International Shipholding Corporation (the "Company"), upon the recommendation of its Audit Committee, decided to dismiss Arthur Andersen LLP ("Andersen") as the Company's independent auditors and engaged Ernst and Young LLP ("E&Y") to serve as the Company's independent auditors for the remainder of the fiscal year 2002. Andersen's reports on the Company's consolidated financial statements for each of the past two fiscal years did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the Company's two most recent fiscal years and the subsequent interim period through the date of this Report, there were no disagreements between the Company and Andersen on any matters of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements, if not resolved to Andersen's satisfaction, would have caused Andersen to make reference to the subject matter of the disagreement in connection with its reports; and there were no reportable events as listed in Item 304(a)(1)(v) of Regulation S-K. The Company provided Andersen with a copy of the foregoing disclosures. Attached as Exhibit 16 is a copy of Andersen's letter dated June 24, 2002, stating that it has found no basis for disagreement with such statements. During the Company's two most recent fiscal years, and the subsequent interim period through the date of this Report, the Company did not consult E&Y with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, or any other matters or reportable events as listed in Item 304(a)(1)(v) of Regulation S-K. Item 7. Financial Statements and Exhibits (c) Exhibit Regulation S-K Exhibit Number Document ---------------- ----------------------------------------- 16 Letter from Arthur Andersen LLP, dated June 24, 2002, to the Securities and Exchange Commission SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INTERNATIONAL SHIPHOLDING CORPORATION /s/ Gary L. Ferguson _____________________________________________ Gary L. Ferguson Vice President and Chief Financial Officer Date 6/24/02 ---------------