<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 [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section
240.14a-11(c) or Section 241.14a-12
International Shipholding Corporation
__________________________________________________
(Name of Registrant as Specified In Its Charter)
__________________________________________________
(Name of Person(s) Filing Proxy Statement, if other
than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant
to Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(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 Rules
0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
___________________________________________________
4) Proposed maximum aggregate value of transaction:
___________________________________________________
5) Total fee paid:
___________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rules 0-11 (a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify
the previous filing 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 19, 1995 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,
1995;
(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,
1995, 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 13, 1995
<PAGE> 1
INTERNATIONAL SHIPHOLDING CORPORATION
17TH FLOOR
POYDRAS CENTER
650 POYDRAS STREET
NEW ORLEANS, LOUSIANA
________________________
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 19, 1995, 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 13, 1995.
Only holders of record of the
Corporation's Common Stock at the close
of business on March 1, 1995, 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
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) as of March 1, 1995
unless otherwise indicated. The
information set forth below has been
determined in accordance with Rule 13d-3
under the Securities 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) 826,576 (2) 15.46%
(Chairman of the Board of
the Corporation)
One Whitehall Street
New York, New York 10004
Erik F. Johnsen (1) 673,043 (3) 12.59%
(President and Director of
the Corporation)
650 Poydras Street
New Orleans, Louisiana 70130
FMR Corp 520,100 (4) 9.73%
82 Devonshire Street
Boston, Massachusetts 02109
David L. Babson & Co., Inc. 337,125 (5) 6.31%
One Memorial Drive
Cambridge, Massachusetts 02142-1300
Ryback Management Corporation 270,500 (6) 5.06%
7711 Carondelet Avenue
St. Louis, Missouri 63105
Dimensional Fund Advisors, Inc 267,225 (7) 5.00%
1299 Ocean Avenue
Santa Monica, California 90401
</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. Also
includes 150,000 shares held in a
Grantor Retained Annuity Trust of
which Niels W. Johnsen is income
and principal beneficiary.
(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 5,500 shares owned by Mr.
Johnsen's wife.
(4) Based on information contained in
joint filing on Schedule 13G as of
December 31, 1994 for FMR Corp.,
Edward C. Johnson 3d, Fidelity
Management & Research Company and
Fidelity Capital Appreciation Fund.
Edward C. Johnson 3d, Chairman of
FMR Corp., various Johnson family
members and trusts for their
benefit form a controlling group
with respect to FMR Corp. FMR
Corp. through its control of
Fidelity Management & Research
Company, ("Fidelity"), an
investment adviser, Mr. Johnson,
and the Fidelity funds each has
sole power to dispose of the
501,000 shares owned by the funds.
Neither FMR Corp., nor Mr. Johnson,
has sole power with respect to the
shares owned by the Fidelity funds,
which power resides with the funds'
Boards
<PAGE> 3
of Trustees. Fidelity
International Limited, an
investment adviser to various
investment companies, FMR Corp.,
through its control of Fidelity,
and Fidelity American Special
Situations Trust, a unit trust
established under the laws of
England, has sole voting and
investment power with respect to
19,100 shares.
(5) Based on information contained in
Schedule 13G as of December 31,
1994. Includes 224,925 shares
beneficially owned with sole voting
power and 112,200 shares
beneficially owned with shared
power to vote. Sole dispositive
power reported with respect to all
337,125 shares.
(6) Based on information contained in
Schedule 13G as of December 31,
1994. Ryback Management
Corporation, an investment adviser,
is the beneficial owner of 270,500
shares or 5.06% of the
Corporation's Common Stock as a
result of acting as an investment
adviser to Lindner Fund, Inc., an
investment company, that claims
beneficial ownership to the same
270,500 shares.
(7) Based on information contained in
Schedule 13G as of December 31,
1994. Dimensional Fund Advisors
Inc. ("Dimensional"), a registered
investment advisor, is deemed to
have beneficial ownership of
267,225 shares of the Corporation's
Common Stock, all of which shares
are held in portfolios of DFA
Investment Dimensions Group Inc., a
registered open-end investment
company, or in series of the DFA
Investment Trust Company, a
Delaware business trust, or the DFA
Group Trust and DFA Participation
Group Trust, investment vehicles
for qualified employee benefit
plans, all of which Dimensional
Fund Advisors Inc. serves as
investment manager. Sole
dispositive power reported with
respect to all 267,225 shares.
Sole voting power reported with
respect to 242,525 shares with the
additional 24,700 shares voted by
persons who are officers of
Dimensional. Dimensional disclaims
beneficial ownership of all such
shares.
As of March 1, 1995, Niels W.
Johnsen and Erik F. Johnsen were the
beneficial owners of a total of
1,499,619 shares (28.05%) of the
Corporation's Common Stock, and, to the
extent they act together, they may be
deemed to be in control of the
Corporation.
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, 1995,
concerning the nominees, all of whom 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 became directors in
1994.
<PAGE> 4
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, 72 (1)(2) 826,576 (10) 15.46%
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, 69 (2)(3) 673,043 (11) 12.59%
President of the Corporation; director,
First Commerce Corporation, a bank
holding company
Laurance Eustis, 81 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., 67 (4) 4,750 .09%
Director, Emigrant Savings Bank, New York
Harold S. Grehan, Jr., 67 (5) 89,682 (13) 1.68%
Vice President of the Corporation
Niels M. Johnsen, 49 (2)(6) 372,269 (14) 6.96%
Vice President of the Corporation
Edwin Lupberger, 58 (7) 1,000 .02%
Chairman of the Board, Chief Executive
Officer and Director of Entergy
Corporation ("Entergy") and its
subsidiaries; director, First Commerce
Corporation, a bank holding company
Edward K. Trowbridge, 66 (8) 500 (15) .01%
Erik L. Johnsen, 37 (2)(9) 49,727 (16) .93%
Vice President of the Corporation
All executive officers and directors
as a group (11 persons) 1,679,086 (17) 31.40%
</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 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 Steamship Corporation 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.
(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.
<PAGE> 5
(7)Mr. Lupberger has been the Chairman
of the Board, Chief Executive
Officer and Director of Entergy
since December, 1985.
(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. Also includes 150,000
shares held in Grantor Retained
Annuity Trust of which Niels W.
Johnsen is income and principal
beneficiary.
(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 5,500
shares owned by Erik F. Johnsen's
wife.
(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.
Also includes 179,698 shares owned
by a corporation of which Mr.
Johnsen is a Vice President and
Director and 150,000 shares held as
Co-trustee under Grantor Retained
Annuity Trust referred to in
footnote 10. Includes 15,000 shares
held by the Niels W. Johnsen
Foundation of which Niels M. Johnsen
is director.
(15)Shares owned jointly with wife.
(16)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 3,600
shares held in trust for Erik L.
Johnsen's two sons of which he is a
trustee.
(17)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 1994, the Board of Directors
of the Corporation held five 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, Trowbridge 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 1994.
<PAGE> 6
EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION
The following table sets forth for
the fiscal years ended December 31,
1992, 1993 and 1994 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 1994:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Name and All Other
Principal Position Year Salary Bonus(1) Compensation
__________________ ____ ______ ________ _____________
<S> <C> <C> <C> <C>
Niels W. Johnsen, Chairman
of the Board of the
Corporation 1994 $ 330,000 $ 99,000 $ 31,344(2)
1993 330,000 86,625 17,245(2)
1992 330,000 24,750 16,576(2)
Erik F. Johnsen, President
of the Corporation 1994 330,000 99,000 17,132(3)
1993 330,000 86,625 8,295(3)
1992 330,000 24,750 6,114(3)
Niels M. Johnsen, Vice
President of the
Corporation 1994 135,000 43,500 500(4)
1993 123,400 34,125 500(4)
1992 112,500 8,438 500(4)
Harold S. Grehan, Vice
President of the
Corporation 1994 124,500 41,100 0
1993 118,125 31,500 0
1992 115,000 8,625 0
Gary L. Ferguson, Vice
President and Chief
Financial Officer of the
Corporation 1994 121,667 37,500 500(4)
1993 116,250 31,500 500(4)
1992 110,000 8,250 500(4)
</TABLE>
__________
(1)Represents cash bonuses earned with
respect to services rendered during
the year indicated, 50% of which is
paid in the following year and 25%
of which is paid in each of the next
two years.
(2)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 $31,344 in 1994,
$17,245 in 1993 and $16,576 in 1992.
(3)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 $17,132 in 1994,
$8,295 in 1993 and $6,114 in 1992.
(4)Consists of contributions made by
the Corporation to its 401(k) plan
on behalf of the employee.
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
<PAGE> 7
of service and the employee's highest
sixty (60) consecutive months of
compensation, which is defined as a
participant's base salary plus overtime,
excluding incentive 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 $22,223 $29,630 $37,038 $44,446
$150,000 34,598 46,130 57,663 69,196
$200,000 46,973 62,630 78,288 93,946
$250,000 59,348 79,130 98,913 118,696
$300,000 71,723 95,630 119,538 143,446
$350,000 84,098 112,130 140,163 168,196
</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 1995, the maximum
annual benefit generally is $120,000
under Code Section 415. Furthermore,
under Code Section 401(a)(17), the
maximum annual compensation that may be
reflected in 1995 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 1994 with the salary shown next
to his name in such table. At December
31, 1994, such individuals had 47, 42,
23, 36 and 26 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
1994.
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 1994 (the "1994 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 Corporation's
administrative and general expenses.
The 1994 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. 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
<PAGE> 8
maximum profit target and
targeted reduction in expenses were
reached and, accordingly, each executive
officer earned a cash bonus equal to 30%
of salary.
In order to encourage the executive
officers to remain employed by the
Corporation, one-half of the 1994 bonus
was paid in early 1995 and the remaining
portion will be paid one-half in early
1996 and one-half in 1997, 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 Edward K. Trowbridge
Erik L. Johnsen
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. Five of the nine members of
the Board, Messrs. Niels W. Johnsen,
Erik F. Johnsen, Harold S. Grehan, Jr.,
Niels M. Johnsen and Erik L. Johnsen are
executive officers of the Corporation
and participated in decisions as to the
1994 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 1994.
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 has been a partner in
the firm since 1992. Fees paid to the
firm for legal services rendered to the
Corporation during 1994 were $1,525,000.
The Corporation believes that these
transactions are on terms at least as
favorable to the Corporation as could be
obtained from unaffiliated third
parties.
<PAGE> 9
PERFORMANCE GRAPH
The following performance graph
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>
COMPARISON OF FIVE-YEAR
CUMULATIVE TOTAL RETURN*
International Shipholding, Standard &
Poors 500 and Value Line Maritime Index
(Performance Results Through 12/31/94)
<CAPTION>
Measurement
Period
(Fiscal Year) ISH S&P Maritime
_____________ ________ ________ _________
<S> <C> <C> <C>
Measurement
Point-1989 $100.00 $100.00 $100.00
1990 102.00 96.83 64.99
1991 111.94 126.41 95.54
1992 93.77 136.25 81.52
1993 96.63 150.00 102.99
1994 102.14 151.97 98.36
</TABLE>
The above data assumes $100 invested at
the close of trading 12/89 in ISH common
stock, Standard and Poors 500, and Maritime.
*Cumulative total return assumes reinvestment
of dividends.
<PAGE> 10
PROPOSAL TO RATIFY THE SELECTION OF
INDEPENDENT AUDITORS
The Corporation's 1994 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, 1995, 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 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 judgment.
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> 11
STOCKHOLDER PROPOSALS
Any stockholder who desires to
present a proposal qualified for
inclusion in the Corporation's proxy
material relating to the 1996 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 10, 1995.
BY ORDER OF THE BOARD OF DIRECTORS
GEORGE DENEGRE
Secretary
New Orleans, Louisiana
March 13, 1995
<PAGE>
INTERNATIONAL SHIPHOLDING CORPORATION PROXY
650 Poydras Street, New Orleans, Lousiana 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 substitue, 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,
1995 at the annual meeting shareholders to be
held on April 19, 1995, or any adjournment
thereof.
1. ELECTION OF DIRECTORS
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked To vote for all
to the 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, 1995.
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 DIRECTION
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.
