<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
International Shipholding Corporation
(Name of Registrant as Specified in its Charter)
Board of Directors of
International Shipholding Corporation
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(j)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(j)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
______________________________________________________
2) Aggregate number of securities to which transaction
applies:
_______________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11;<FN1>
_______________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________
<FN1> Set forth the amount on which the filing fee is calculated
and state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
_______________________________________________
2) Form, Schedule or Registration Statement No.:
_______________________________________________
3) Filing Party:
_______________________________________________
4) Date Filed:
_______________________________________________
<PAGE>
INTERNATIONAL SHIPHOLDING CORPORATION
17TH FLOOR
POYDRAS CENTER
650 POYDRAS STREET
NEW ORLEANS, LOUISIANA 70130
________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
________________________
To Common Stockholders of International Shipholding Corporation:
The annual meeting of stockholders of International
Shipholding Corporation will be held in the Executive Board
Room, 17th Floor, Poydras Center, 650 Poydras Street, New
Orleans, Louisiana, on Wednesday, April 20, 1994 at 2:00
p.m., New Orleans time, for the following purposes:
(i) to elect a board of nine directors to serve until
the next annual meeting of stockholders and until their
successors are elected and qualified;
(ii) to ratify the appointment of Arthur Andersen &
Co., certified public accountants, as independent
auditors for the Corporation for the fiscal year ending
December 31, 1994;
(iii) to transact such other business as may properly
come before the meeting or any adjournment thereof.
Only common stockholders of record at the close of
business on March 1, 1994, are entitled to notice of and to
vote at the annual meeting.
All stockholders are cordially invited to attend the
meeting in person. However, if you are unable to attend in
person and wish to have your stock voted, PLEASE FILL IN,
SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE
ACCOMPANYING ENVELOPE AS PROMPTLY AS POSSIBLE. Your proxy
may be revoked by appropriate notice to the Secretary of
International Shipholding Corporation at any time prior to
the voting thereof.
By Order of the Board of Directors
George Denegre
Secretary
New Orleans, Louisiana
March 11, 1994
<PAGE> 1
INTERNATIONAL SHIPHOLDING CORPORATION
17TH FLOOR
POYDRAS CENTER
650 POYDRAS STREET
NEW ORLEANS, LOUISIANA
________________________
PROXY STATEMENT
________________________
This Proxy Statement is furnished to stockholders of
International Shipholding Corporation (the "Corporation") in
connection with the solicitation on behalf of the Board of
Directors of proxies for use at the annual meeting of
stockholders of the Corporation to be held on Wednesday,
April 20, 1994, at 2:00 p.m., New Orleans time, in the
Executive Board Room, 17th Floor, Poydras Center, 650
Poydras Street, New Orleans, Louisiana. The approximate
date of mailing of this Proxy Statement and the enclosed
form of proxy is March 11, 1994.
Only holders of record of the Corporation's Common
Stock at the close of business on March 1, 1994, are
entitled to notice of and to vote at the meeting. On that
date, the Corporation had outstanding 5,346,611 shares of
Common Stock, each of which is entitled to one vote.
The enclosed proxy may be revoked by the stockholder at
any time prior to the exercise thereof by filing with the
Secretary of the Corporation a written revocation or duly
executed proxy bearing a later date. The proxy will be
deemed revoked if the stockholder is present at the annual
meeting and elects to vote in person.
The cost of soliciting proxies in the enclosed form
will be borne by the Corporation. In addition to the use of
the mails, proxies may be solicited by personal interview,
telephone and telegraph; and banks, brokerage houses and
other institutions, nominees and fiduciaries will be
requested to forward the soliciting material to their
principals and to obtain authorization for the execution of
proxies. The Corporation will, upon request, reimburse such
parties for their expenses incurred in connection therewith.
<PAGE> 2
PRINCIPAL STOCKHOLDERS
As of March 1, 1994, the following persons were known
by the Corporation to own beneficially more than five
percent of its Common Stock (the only outstanding voting
security of the Corporation). The information set forth
below has been determined in accordance with Rule 13d-3
under the Securities and Exchange Act of 1934 based upon
information furnished by the persons listed. Unless
otherwise indicated, all shares shown as beneficially owned
are held with sole voting and investment power.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
BENEFICIAL OF
NAME AND ADDRESS OWNERSHIP CLASS
________________ ____________ _______
<S> <C> <C>
Niels W. Johnsen (1) 843,176(2) 15.77%
(Chairman of the Board of
the Corporation)
One Whitehall Street
New York, New York 10004
Erik F. Johnsen (1) 694,543(3) 12.99%
(President and Director of
the Corporation)
650 Poydras Street
New Orleans, Louisiana 70130
FMR Corp. 500,000(4) 9.35%
82 Devonshire Street
Boston, Massachusetts 02109-3614
David L. Babson & Company, Inc. 309,225(5) 5.78%
One Memorial Drive
Cambridge, Massachusetts 02142-1300
Lindner Fund, Inc. 270,500(6) 5.06%
7711 Carondelet Avenue
St. Louis, Missouri 63105
</TABLE>
________
(1) Niels W. Johnsen and Erik F. Johnsen are brothers.
(2) Includes 179,698 shares owned by a corporation of which
Mr. Johnsen is a controlling shareholder.
(3) Includes 195,570 shares held as Agent and Attorney-in-
Fact with full rights of voting, disposition, or
otherwise for the benefit of Erik F. Johnsen's
children. Also includes 5,000 shares owned by Mr.
Johnsen's wife.
(4) Shares held with sole dispositive power but no voting
power. A Schedule 13-G was also filed with the
Securities and Exchange Commission by Mr. Edward C.
Johnson 3d, Chairman of the Board of FMR Corp., with
respect to beneficial ownership of these same 500,000
shares over which he has sole dispositive power but no
voting power.
(5) Includes 275,125 shares beneficially owned with sole
voting power and 34,100 shares beneficially owned with
shared power to vote. Sole dispositive power reported
with respect to all 309,225 shares.
(6) Shares held with shared voting and shared dispositive
power. A Schedule 13-G was also filed with the
Securities and Exchange Commission with respect to the
beneficial ownership of these same 270,500 shares by
Ryback Management Corporation, an investment adviser
registered under the Investment Advisers Act of 1940.
Ryback Management Corporation has shared voting and
shared dispositive power with respect to these shares.
As of March 1, 1994, Niels W. Johnsen and Erik F.
Johnsen were the beneficial owners of a total of 1,537,719
shares (28.76%) of the Corporation's Common Stock, and, to
the extent they act together, they may be deemed to be in
control of the Corporation.
<PAGE> 3
ELECTION OF DIRECTORS
The by-laws of the Corporation authorize the Board of
Directors to fix the size of the Board. Pursuant thereto,
the Board of Directors has fixed the number of directors at
nine and proxies cannot be voted for a greater number of
persons. Unless authority to vote for the election of
directors is withheld, the persons named in the enclosed
proxy will vote for the election of the nine nominees named
below to serve until the next annual meeting and until their
successors are duly elected and qualified. In the
unanticipated event that any of the nominees cannot be a
candidate at the annual meeting, the shares represented by
the proxies will be voted in favor of such replacement
nominees as may be designated by the Board of Directors.
The following table sets forth certain information as
of March 1, 1994, concerning the nominees, all of whom
except for Edward K. Trowbridge and Erik L. Johnsen, are now
serving a one year term as a director, and all directors and
executive officers as a group, including their beneficial
ownership of shares of each class of equity securities of
the Corporation as determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934. Unless otherwise
indicated, (i) each nominee has been engaged in the
principal occupation shown for more than the past five years
and (ii) the shares of the Corporation's Common Stock shown
as being beneficially owned are held with sole voting and
investment power. Niels W. Johnsen, Erik F. Johnsen,
Laurance Eustis, Raymond V. O'Brien and Harold S. Grehan, Jr.
each first became a director of the Corporation in early
1979, when the Corporation was formed. Niels M. Johnsen
and Edwin Lupberger became directors in 1988. Edward K.
Trowbridge and Erik L. Johnsen are being nominated each to
serve their first one year term as a director and have not
previously served as directors of the Corporation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE
NOMINEES NAMED BELOW.
<TABLE>
<CAPTION>
SHARES OF
NAME, AGE, PRINCIPAL COMMON STOCK PERCENT
OCCUPATION AND DIRECTORSHIP BENEFICIALLY OF
IN OTHER PUBLIC CORPORATIONS OWNED CLASS
____________________________ ____________ _______
<S> <C> <C>
Niels W. Johnsen, 71 (1)(2) 843,176(10) 15.77%
Chairman of the Board of the
Corporation;director and
trustee, Atlantic Mutual
Companies, insurance;
director, Reserve Fund, Inc.,
a money market fund
Erik F. Johnsen, 68 (2)(3) 694,543(11) 12.99%
President of the
Corporation; director,
First Commerce Corporation,
a bank holding company
Laurance Eustis, 80 18,750(12) .35%
Chairman of the Board
of Eustis Insurance, Inc.,
mortgage banking and general
insurance; director, First
Commerce Corporation, a
bank holding company;
director, Pan American Life
Insurance Company
Raymond V. O'Brien, Jr.,66(4) 4,750 .09%
Director, Emigrant Savings
Bank, New York; director,
Community Preservation
Corporation, New York
Harold S. Grehan,Jr.,66 (5) 91,782(13) 1.72%
Vice President of the
Corporation
Niels M. Johnsen,48 (2)(6) 207,319(14) 3.88%
Vice President of the
Corporation
<PAGE> 4
SHARES OF
NAME, AGE, PRINCIPAL COMMON STOCK PERCENT
OCCUPATION AND DIRECTORSHIP BENEFICIALLY OF
IN OTHER PUBLIC CORPORATIONS OWNED CLASS
____________________________ ____________ _______
Edwin Lupberger, 57 (7) 1,000 .02%
Chairman of the Board,
Chief Executive Officer
and Director of Entergy
Corporation ("Entergy"),
Arkansas Power & Light
Company, Louisiana
Power & Light Company,
Mississippi Power & Light
Company, New Orleans
Public Service Inc.;
Chairman of the Board and
director of System Energy
Resources, Inc.; director,
First Commerce Corporation,
a bank holding company
Edward K. Trowbridge, 65 (8) 0 .00%
Director, Atlantic Mutual
Insurance Company; director,
Centennial Insurance
Company; director, Atlantic
Reinsurance Company
Erik L. Johnsen, 36 (2)(9) 48,827(15) .91%
Vice President of the
Corporation
All executive officers and
directors as a group
(11 persons) 1,702,936(16) 31.85%
</TABLE>
_________
(1) Niels W. Johnsen has served as Chairman and Chief
Executive Officer of the Corporation since its formation
in 1979 and is also the Chairman and Chief Executive
Officer of each of the Corporation's principal
subsidiaries. He previously served as Chairman of Trans
Union Corporation's ocean shipping group of companies
from December 1971 through May 1979. He was one of the
founders of Central Gulf Lines, Inc.("Central Gulf"), one
of the Corporation's principal subsidiaries in 1947.
(2) Niels W. Johnsen and Erik F. Johnsen are brothers.
Niels M. Johnsen is the son of Niels W. Johnsen. Erik
L. Johnsen is the son of Erik F. Johnsen.
(3) Erik F. Johnsen has been President, Chief Operating
Officer and a director of the Corporation since its
formation in 1979 and is also President and Chief
Operating Officer of each of the Corporation's principal
subsidiaries, except Waterman for which he serves as
Chairman of the Executive Committee. He was one of the
founders of Central Gulf in 1947.
(4) Mr. O'Brien served as Chairman of the Board and Chief
Executive Officer of the Emigrant Savings Bank from
January, 1978 through December, 1992. He served as
President of the Emigrant Savings Bank from November,
1974 until January, 1978.
(5) Mr. Grehan has served as Vice President and director of
the Corporation since its formation in 1979.
(6) Niels M. Johnsen joined Central Gulf in 1970 and held
various positions before being named Vice President in
1986.
(7) Mr. Lupberger was the Senior Vice President - Chief
Financial Officer of Entergy from 1981 to 1985. Arkansas
Power & Light Company, Louisiana Power & Light Company,
Mississippi Power & Light Company, New Orleans Public
Service Inc. and System Energy Resources, Inc. are each
wholly-owned subsidiaries of Entergy.
(8) Mr. Trowbridge served as Chairman of the Board and Chief
Executive Officer of Atlantic Mutual Companies from July,
1988 through November, 1993. He served as President and
Chief Operating Officer of the Atlantic Mutual Companies
from 1985 until 1988.
(9) Erik L. Johnsen joined Central Gulf in 1979 and held
various positions before being named Vice President in
1987.
(10) Includes 179,698 shares owned by a corporation of which
Niels W. Johnsen is the controlling shareholder.
(11) Includes 195,570 shares held as Agent and Attorney-in-
Fact with full rights of voting, disposition, or
otherwise for the benefit of Erik F. Johnsen's children.
Mr. Johnsen disclaims beneficial ownership of such
shares. Also includes 5,000 shares owned by Erik F.
Johnsen's wife.
<PAGE> 5
(12) Total shares in the amount of 18,750 held in trust for
Mr. Eustis and wife. Mr. Eustis is trustee with full
voting and dispository power.
(13) Includes 200 shares owned by Mr. Grehan's wife over which
he claims no beneficial interest.
(14) Includes 2,375 shares held in trust for Niels M.
Johnsen's daughter of which he is a trustee and 179,698
shares referred to in footnote 10 owned by a corporation
of which Mr. Johnsen is a Vice President and Director.
(15) Includes 28,017 shares held by Erik F. Johnsen as Agent
and Attorney-in-Fact for benefit of Erik L. Johnsen,
referred to in footnote 11 above. Also includes 2,700
shares held in trust for Erik L. Johnsen's two sons of
which he is a trustee.
(16) Includes ten shares owned by Gary L. Ferguson, Vice
President and Chief Financial Officer, the only
executive named in the "Summary Compensation Table"
whose share ownership is not otherwise presented above.
During 1993, the Board of Directors of the Corporation
held four meetings. Each non-officer director receives fees
of $15,000 per year plus $750 for each meeting of the Board
or a committee thereof attended. The committee meeting fee
is reduced to $375 if the committee meeting is held on the
same day as a Board meeting.
The Board of Directors has an audit committee on which
Messrs. Eustis, O'Brien and Lupberger serve. The audit
committee has general responsibility for meeting from time
to time with representatives of the Corporation's
independent auditors in order to obtain an assessment of the
financial position and results of operations of the
Corporation and report to the Board with respect thereto.
The committee met once in 1993.
<PAGE> 6
EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION
The following table sets forth for the fiscal years
ended December 31, 1991, 1992 and 1993 the compensation
paid by the Corporation with respect to the Chief Executive
Officer and the four most highly compensated executive
officers whose annual salary and bonus exceeded an aggregate
of $100,000 for fiscal year 1993:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
NAME AND ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION(2)
___________________ ____ ______ _______ ______________
<S> <C> <C> <C> <C>
Niels W. Johnsen,Chairman
of the Board of the
Corporation 1993 $330,000 $86,625 $17,245(3)
1992 330,000 24,750 16,576(3)
1991 330,000 99,000
Erik F. Johnsen, President
of the Corporation 1993 330,000 86,625 8,295(4)
1992 330,000 24,750 6,114(4)
1991 330,000 99,000
Harold S. Grehan,
Vice President of
the Corporation 1993 118,125 31,500 0
1992 115,000 8,625 0
1991 112,500 34,500
Niels M. Johnsen,
Vice President of
the Corporation 1993 123,400 34,125 500(5)
1992 112,500 8,438 500(5)
1991 108,750 33,750
Gary L. Ferguson, Vice
President and Chief
Financial Officer of the
Corporation 1993 116,250 31,500 500(5)
1992 110,000 8,250 500(5)
1991 107,500 33,000
</TABLE>
_________
(1)Represents cash bonuses earned with respect to services
rendered during 1993, 50% of which was paid in 1994 and
25% of which is to be paid in each of years 1995 and 1996.
(2)Pursuant to the transitional provisions set forth in the
executive compensation disclosure rules, amounts of All
Other Compensation are excluded for the Corporation's
1991 fiscal year.
(3)The Corporation has an agreement with Niels W. Johnsen
whereby his estate will be paid approximately $822,000
upon his death. To fund this death benefit, the
Corporation has acquired a life insurance policy at a
cost of $17,245 in 1993 and $16,576 in 1992.
(4)The Corporation has an agreement with Erik F. Johnsen
whereby his estate will be paid approximately $626,000
upon his death. To fund this death benefit, the
Corporation has acquired a life insurance policy at a
cost of $8,295 in 1993 and $6,114 in 1992.
(5)Consists of contributions made by the Corporation to its
401(K) plan on behalf of the employee.
<PAGE> 7
PENSION PLAN
The Corporation has in effect a defined benefit pension
plan, in which all employees of the Corporation and its
domestic subsidiaries who are not covered by union sponsored
plans may participate after one year of service.
Computation of benefits payable under the plan is based on
years of service and the employee's compensation during the
last five years of employment, which is defined as a
participant's base salary, excluding incentive pay, overtime
pay, bonuses or other extra compensation, in whatever form.
The following table reflects the estimated annual retirement
benefits (assuming payment in the form of a straight life
annuity) an executive officer can expect to receive upon
retirement at age 65 under the plan, assuming the years of
service and compensation levels indicated below:
<TABLE>
<CAPTION>
YEARS OF SERVICE
______________________________________
EARNINGS 15 20 25 30 OR MORE
________ ____ ____ ____ __________
<S> <C> <C> <C> <C>
$100,000 $22,380 $29,839 $37,299 $44,759
$150,000 34,755 46,339 57,924 69,509
$200,000 47,130 62,839 78,549 94,259
$250,000 59,505 79,339 99,174 119,009
$300,000 71,880 95,839 119,799 143,759
$350,000 84,255 112,339 140,424 168,509
</TABLE>
This table does not reflect the fact that the benefit
provided by the Retirement Plan's formula is subject to
certain constraints under the Internal Revenue Code. For
1994, the maximum annual benefit generally is $118,800 under
Code Section 415. Furthermore, under Code Section 401(a)(17),
the maximum annual compensation that may be reflected in 1994
is $150,000. These dollar limits are subject to cost of
living increases in future years.
Each of the individuals named in the Summary
Compensation Table set forth above is a participant in the
plan and, for purposes of the plan, was credited during 1993
with the salary shown next to his name in such table. At
December 31, 1993, such individuals had 46, 41, 35, 22 and
25 credited years of service, respectively, under the plan.
The plan benefits shown in the above table are not subject
to deduction or offset by Social Security benefits.
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
Decisions on compensation of the Corporation's
executive officers are made by the Board of Directors.
Pursuant to rules established by the Securities and Exchange
Commission, set forth below is a report submitted by the
Board addressing the Corporation's executive compensation
policies for 1993.
The Corporation's executive compensation structure is
comprised of salaries and annual cash bonuses. The salaries
of Messrs. Niels W. and Erik F. Johnsen, Chairman of the
Board and President, respectively, were set at $330,000 by
the Board in 1990 and have not been increased. The Board
delegates to Niels W. and Erik F. Johnsen the power to set
the salaries of the other executive officers.
The Board believes that a significant portion of
executive compensation should be tied to corporate
performance. The Board also believes that the efforts of
individual officers and employees can have a direct impact
on the ability of the Corporation to reduce and control
general and administrative expenses. The Officers Bonus Plan
for 1993 (the "1993 Plan") adopted by the Board was made up
of two components, one based on the achievement of certain
profit levels by the Corporation and the other based on
reductions in the
<PAGE> 8
Corporation's administrative and general expenses. The 1993
Plan offered an opportunity for all officers to earn
incentive cash bonuses of up to 30% of salary. An officer
had an opportunity to earn a cash bonus of between 3.75%
and 22.5% of salary if certain corporate profit targets were
reached. Based upon profits earned in 1993 a bonus of 18.75%
resulted from the profit component of the 1993 Plan. An
officer could earn a cash bonus of between 1.25% and 7.5%
of salary if administrative and general expenses were
reduced to certain levels. The maximum targeted reduction
in expenses was reached and, accordingly, each executive
officer earned a cash bonus equal to 7.5% of salary.
In order to encourage the executive officers to remain
employed by the Corporation, one-half of the 1993 bonus was
paid in early 1994 and the remaining portion will be paid
one-half in early 1995 and one-half in 1996, if the officer
remains employed by the Corporation on the date of payment.
Future bonus payments are not forfeited, however, if
employment terminates as the result of eligible retirement,
death or curtailment of operations of the Corporation.
Since each executive officer's annual compensation is
substantially less than $1 million, the Board does not
believe that any action is necessary in order to ensure that
all executive compensation will continue to be deductible by
the Corporation under the Omnibus Budget Reconciliation Act
of 1993.
Submitted by the Board of Directors
Niels W. Johnsen Erik F. Johnsen
Laurance Eustis Raymond V. O'Brien, Jr.
Harold S. Grehan, Jr. Niels M. Johnsen
Edwin Lupberger
BOARD OF DIRECTOR INTERLOCKS,
INSIDER PARTICIPATION IN COMPENSATION DECISIONS
AND CERTAIN TRANSACTIONS
Decisions as to the compensation of the executive
officers of the Corporation are made by the Board of
Directors. Four of the seven members of the Board, Messrs.
Niels W. Johnsen, Erik F. Johnsen, Harold S. Grehan, Jr. and
Niels M. Johnsen are executive officers of the Corporation
and participated in decisions as to the 1993 Officer Bonus
Plan. Decisions on salary increases for executive officers
other than themselves were made by Niels W. Johnsen and Erik
F. Johnsen. No executive officer of the Corporation served
during the last fiscal year as a director, or member of the
compensation committee, of another entity, one of whose
executive officers served as a director of the Corporation.
Furnished below is information regarding certain
transactions in which officers and directors of the
Corporation had an interest during 1993.
During 1986 the Corporation entered into agreements
with Mid-Ocean Lines, Inc., RBT, Inc., RBZ Corp., River
Barges, Inc. and Erik F. Johnsen (the "Owners") to charter
39 barges (the "Barges") for use in
<PAGE> 9
its domestic towing operations. During 1993 the Corporation
paid the Owners $440,000 in barge rentals under the
agreements which expired in April, 1993. Upon termination
of these agreements, the Corporation purchased the entire
fleet of barges at a price of $40,000 each, for a total of
$1,560,000. Each of these corporate owners was liquidated
during 1993. Niels W. Johnsen, Erik F. Johnsen and Harold S.
Grehan were directors, officers and principal shareholders
of each of the corporate Owners. Niels M. Johnsen was a
shareholder of Mid-Ocean Lines, Inc., RBT, Inc., and River
Barges, Inc.
An aggregate of 17,500 shares of the Corporation's
8.82% Cumulative Preferred Stock, Series B (the "Series B
Preferred Stock") was owned by Niels W. Johnsen, Erik F.
Johnsen and a corporation of which Niels W. Johnsen is a
controlling shareholder and Niels M. Johnsen is a director
and Vice President. The shares were sold by the Corporation
for $200 per share, which was equal to their liquidation
preference. The shares did not carry preemptive,
subscription or conversion rights. During 1993 the
Corporation redeemed all of its outstanding Preferred Stock
including the aformentioned shares of Series B Preferred
Stock at the required redemption prices. The purchasers of
the Series B Preferred Stock were also issued non-
transferable warrants, exercisable at any time prior to
October 14, 1994, to purchase an aggregate of 157,500 shares
of the Corporation Common Stock for $10.12 per share. The
purchasers had the right to require the Corporation to
repurchase the warrants at any time from October 1, 1992 to
October 1, 1994 for $5.64 per share of underlying Common
Stock. During 1993 the Corporation issued 427,500 shares of
common stock upon the exercise of all outstanding warrants
including the aforementioned warrants issued in connection
with the Series B Preferred Stock.
The law firm of Jones, Walker, Waechter, Poitevent,
Carrere and Denegre has represented the Corporation since
its inception. A son of the President of the Corporation
became a partner in the firm during 1992. Fees paid to the
firm for legal services rendered to the Corporation during
1993 were $1,781,000.
The Corporation believes that the foregoing
transactions between it and its officers, directors and
stockholders are on terms at least as favorable to the
Corporation as could be obtained from unaffiliated third
parties.
<PAGE> 10
PERFORMANCE GRAPH
The following performance graph data compares the
performance of the Corporation's Common Stock to the S&P 500
Index and to an Industry Peer Group published by Value Line,
Inc. (which includes OMI Corporation, Overseas Shipholding
Group, American President Lines, Stolt Tankers, Sea
Containers Limited and Alexander and Baldwin) for the
Corporation's last five fiscal years.
<TABLE>
COMPARATIVE FIVE-YEAR TOTAL RETURNS*
INT'L SHIPHOLDING CORP, S&P 500, PEER GROUP
(PERFORMANCE RESULTS THROUGH 12/31/93)
<CAPTION>
Measurement Period S&P Peer
(Fiscal Year Covered) ISH 500 Group
____________________ ___ ___ _____
<S> <C> <C> <C>
Measurement Pt. - 1988 $100.00 $100.00 $100.00
1989 $115.44 $131.49 $128.31
1990 $118.08 $127.32 $82.13
1991 $129.59 $166.21 $120.20
1992 $108.55 $179.30 $102.42
1993 $111.87 $197.23 $130.16
</TABLE>
The above data assumes $100 invested at the close of trading
on the last trading day preceding the first day of the fifth
preceding fiscal year in ISH common stock, S&P 500, and Peer
Group.
* Cumulative total return assumes reinvestment of dividends.
<PAGE> 11
PROPOSAL TO RATIFY THE SELECTION OF INDEPENDENT AUDITORS
The Corporation's 1993 financial statements were
audited by Arthur Andersen & Co. The Board of Directors has
appointed Arthur Andersen & Co. as independent auditors of
the Corporation for the fiscal year ending December 31, 1994,
and is submitting that appointment to its stockholders for
ratification at the annual meeting. Arthur Andersen & Co.
has served as the Corporation's auditors since its inception
in 1979. If the stockholders do not ratify the Board of
Directors' appointment of Arthur Andersen & Co. by the
affirmative vote of at least a majority of the shares of
Common Stock represented at the meeting in person or by
proxy, the selection of independent auditors will be
reconsidered by the Board.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
OTHER MATTERS
QUORUM AND VOTING OF PROXIES
The presence, in person or by proxy, of a majority of
the outstanding shares of Common Stock of the Corporation is
necessary to constitute a quorum. If a quorum is present,
the vote of a majority of the Common Stock present or
represented will decide all questions properly brought
before the meeting, except that directors will be elected by
plurality vote.
All proxies in the form enclosed received by the Board
of Directors will be voted as specified and, in the absence
of instructions to the contrary, will be voted for the
election of the nominees named above and in favor of the
proposal specified above.
The Board of Directors does not know of any matters to
be presented at the annual meeting other than the election
of directors and the ratification of the selection of
independent auditors. However, if any other matters
properly come before the meeting or any adjournment thereof,
it is the intention of the persons named in the enclosed
proxy to vote the shares represented by them in accordance
with their best judgement.
EFFECT OF ABSTENTION AND BROKER NON-VOTES
Because directors are elected by plurality vote,
abstentions and broker non-votes will not affect the
election of directors. The aggregate number of votes
entitled to be cast by all shareholders present in person or
represented by proxy at the meeting, whether those
shareholders vote "for", "against" or abstain from voting,
will be counted for purposes of determining the minimum
number of affirmative votes required for approval of the
proposal to ratify the selection of independent auditors,
and the total number of votes cast "for" this proposal will
be counted for purposes of determining whether the proposal
has passed. An abstention from voting on this proposal by a
shareholder or a broker non-vote has the same legal effect
as a vote "against" the proposal.
<PAGE> 12
STOCKHOLDER PROPOSALS
Any stockholder who desires to present a proposal
qualified for inclusion in the Corporation's proxy material
relating to the 1995 annual meeting must forward the
proposal to the Secretary of the Corporation at the address
shown on the first page of this Proxy Statement in time to
arrive at the Corporation prior to November 11, 1994.
By Order of the Board of Directors
George Denegre
Secretary
New Orleans, Louisiana
March 11, 1994
<PAGE>
INTERNATIONAL SHIPHOLDING CORPORATION PROXY
650 Poydras Street, New Orleans, Louisiana 70130
___________________________________________________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Niels W. Johnsen, Erik F.
Johnsen and George Denegre, or any one or more of them, as
proxies, each with the power to appoint his substitute, and
hereby authorizes each of them to represent and to vote, as
designated below, all the shares of common stock of
International Shipholding Corporation held of record by the
undersigned on March 1, 1994 at the annual meeting of
shareholders to be held on April 20, 1994, or any adjourn-
ment thereof.
1. ELECTION OF DIRECTORS
For all nominees listed below Withhold Authority
(except as marked to the To vote for all
contrary below) _____ nominees listed below _____
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME IN THE LIST BELOW.)
Niels W. Johnsen, Erik F. Johnsen, Harold S. Grehan, Jr.,
Niels M. Johnsen, Laurance Eustis, Raymond V. O'Brien,
Jr., Edwin Lupberger, Edward K. Trowbridge, Erik L.
Johnsen
2. Proposal to ratify the appointment of Arthur Andersen &
Co., certified public accountants as the independent
auditors for the Corporation for the fiscal year ending
December 31, 1994.
For _____ Against _____ Abstain _____
3. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the
meeting or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECT-
ION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Please sign exactly as name appears below. When shares are
held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please
sign full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name
by authorized person.
DATED ________________
______________________
SIGNATURE
______________________
SIGNATURE IF HELD JOINTLY
Please mark, sign, date and return the proxy card promptly
using the enclosed envelope.
