8-K 1 h21278e8vk.txt INTERNATIONAL SHIPHOLDING CORPORATION - DECEMBER 29, 2004 ================================================================================ 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)) ================================================================================ 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 ------------------------------------------------ Gary L. Ferguson Vice President and Chief Financial Officer Date: December 29, 2004 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- --------------------------------------------------------------------- 99.1 Press release dated December 29, 2004, titled "International Shipholding Corporation Prices $40.0 Million of 6% Convertible Exchangeable Preferred Stock."