<PAGE 1>
INTERNATIONAL SHIPHOLDING CORPORATION AND SUBSIDIARIES
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
-----------------
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 2-63322
_______________________________________
INTERNATIONAL SHIPHOLDING CORPORATION
- -------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-2989662
- -------------------- -----------------------------
(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or organization)
650 Poydras Street New Orleans, Louisiana 70130
- ------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(504) 529-5461
- ------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing for the past 90 days. YES X NO
-------- -------
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.
Common Stock $1 Par Value 6,682,887 shares (June 28, 1996)
----------------
<PAGE 2>
<TABLE>
PART I - FINANCIAL INFORMATION
INTERNATIONAL SHIPHOLDING CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
<CAPTION>
June 30, December 31,
ASSETS 1996 1995
---------- ------------
<S> <C> <C>
Current Assets:
Cash and Cash Equivalents $ 67,384 $ 54,281
Marketable Securities 2,727 4,630
Accounts Receivable, Net 51,303 46,834
Deferred Income Taxes 83 -
Net Investment in Direct
Financing Leases 2,063 2,104
Other Current Assets 2,187 3,521
Material and Supplies
Inventory, At Cost 10,370 10,545
---------- ----------
Total Current Assets 136,117 121,915
---------- ----------
Net Investment in Direct
Financing Leases 23,464 24,482
---------- ----------
Vessels,Property and
Other Equipment, At Cost:
Vessels and Barges 644,997 634,905
Other Marine Equipment 7,462 7,570
Terminal Facilities 18,091 18,126
Land 2,317 2,317
Furniture and Equipment 16,658 15,892
---------- ----------
689,525 678,810
Less - Accumulated Depreciation (258,442) (243,929)
---------- ----------
431,083 434,881
---------- ----------
Other Assets:
Deferred Charges in
Process of Amortization 29,231 26,952
Acquired Contract Costs,
Net of Accumulated
Amortization of $17,517
and $16,496 in 1996 and
1995, Respectively 20,507 21,733
Due from Related Parties 472 535
Other 7,479 17,082
---------- ----------
57,689 66,302
---------- ----------
$ 648,353 $ 647,580
========== ==========
<FN>
The accompanying notes are an integral part of these
statements.
</TABLE>
<PAGE 3>
<TABLE>
INTERNATIONAL SHIPHOLDING CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
<CAPTION>
June 30, December 31,
1996 1995
---------- ----------
LIABILITIES AND
STOCKHOLDERS' INVESTMENT
<S> <C> <C>
Current Liabilities:
Current Maturities
of Long-Term Debt $ 40,365 $ 40,785
Current Maturities of Capital
Lease Obligations 1,981 1,469
Accounts Payable and Accrued
Liabilities 75,575 77,481
Federal Income Tax Payable 1,608 6,520
Current Deferred Income
Tax Liability - 1,283
Current Liabilities to be
Refinanced (13,394) (19,030)
---------- ----------
Total Current Liabilities 106,135 108,508
---------- ----------
Current Liabilities to be
Refinanced 13,394 19,030
---------- ----------
Billings in Excess of Income
Earned and Expenses Incurred 5,723 4,639
---------- ----------
Long-Term Capital Lease
Obligations, Less
Current Maturities 17,892 19,623
---------- ----------
Long-Term Debt, Less
Current Maturities 276,493 269,872
---------- ----------
Reserves and Deferred Credits:
Deferred Income Taxes 37,788 38,668
Claims and Other 20,765 20,979
---------- ----------
58,553 59,647
---------- ----------
Stockholders' Investment:
Common Stock 6,756 6,756
Additional Paid-in Capital 54,450 54,450
Retained Earnings 110,256 106,158
Less - Treasury Stock (1,133) (1,133)
Unrealized Holding Gain
(Loss) on Marketable Securities (2) 30
Unrealized Translation Loss (164) -
---------- ----------
170,163 166,261
---------- ----------
$ 648,353 $ 647,580
========== ==========
<FN>
The accompanying notes are an integral part of these
statements.
</TABLE>
<PAGE 4>
<TABLE>
INTERNATIONAL SHIPHOLDING CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(All Amounts in Thousands Except Per Share Data)
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
--------- --------- --------- --------
<S> <C> <C> <C> <C>
Revenues $ 91,135 $ 79,418 $180,625 $157,326
Operating
Differential
Subsidy 6,640 5,426 12,385 10,820
--------- --------- --------- ---------
97,775 84,844 193,010 168,146
--------- --------- --------- ----------
Operating
Expenses:
Voyage Expenses 72,276 63,553 142,369 125,818
Vessel and Barge
Depreciation 8,040 6,227 16,035 12,294
--------- --------- --------- ---------
Gross Voyage Profit 17,459 15,064 34,606 30,034
--------- --------- --------- ---------
Administrative and
General Expenses 6,705 6,212 13,392 12,674
Gain on Sale
of Assets 90 1 87 2
--------- --------- --------- ---------
Operating Income 10,844 8,853 21,301 17,362
--------- --------- --------- ---------
Interest:
Interest Expense 7,081 6,498 14,376 12,812
Investment Income (578) (740) (1,004) (1,516)
--------- --------- --------- ---------
6,503 5,758 13,372 11,296
--------- --------- --------- ---------
Equity in Net Income
of Unconsolidated
Entities (Net of
Applicable Taxes) - 105 - 331
--------- --------- --------- ---------
Income Before
Provision for
Income Taxes 4,341 3,200 7,929 6,397
--------- --------- --------- ---------
Provision for
Income Taxes:
Current 114 286 1,996 2,091
Deferred 1,414 800 822 21
State 128 94 178 179
--------- --------- --------- ---------
1,656 1,180 2,996 2,291
Net Income $ 2,685 $ 2,020 $ 4,933 $ 4,106
========= ========= ========= =========
Earnings Per
Common Share:
Net Income $ 0.40 $ 0.30* $ 0.74 $ 0.61*
========= ========= ========= =========
Weighted Average
Shares of Common
Stock Outstanding 6,682,887 6,682,887* 6,682,887 6,682,887*
<FN>
<FN 1> * Restated for November 17, 1995, twenty-five
percent stock dividend.
<FN 2> The accompanying notes are an integral part of
these statements.
</TABLE>
<PAGE 5>
<TABLE>
INTERNATIONAL SHIPHOLDING CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
INVESTMENT
(Dollars in Thousands)
(Unaudited)
<CAPTION>
Net
Additional Unrealized Unrealized
Common Paid-In Retained Treasury Holding Translation
Stock Capital Earnings Stock Gain/(Loss) Loss Total
----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31,
1994 $5,405 $54,450 $ 87,757 ($1,133) ($163) $ - $146,316
Net Income for
Year Ended
December 31,
1995 - - 20,980 - - - 20,980
Cash Dividends - - (1,228) - - - (1,228)
25% Stock
Dividend 1,351 - (1,351) - - - -
Unrealized
Holding Gain
on Marketable
Securities,
Net of
Deferred Taxes - - - - 193 - 193
-----------------------------------------------------------
Balance at
December 31,
1995 $6,756 $54,450 $106,158 ($1,133) $30 $ - $166,261
Net Income for
Six Months
Ended June 30,
1996 - - 4,933 - - - 4,933
Cash Dividends - - (835) - - - (835)
Unrealized
Holding Loss
on Marketable
Securities,
Net of
Deferred Taxes - - - - (32) - (32)
Unrealized
Translation Loss - - - - - (164) (164)
--------------------------------------------------------
Balance at
June 30, 1996 $6,756 $54,450 $110,256 ($1,133) ($2) ($164) $170,163
========================================================
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE 6>
<TABLE>
INTERNATIONAL SHIPHOLDING CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<CAPTION>
Six Months Ended
June 30,
1996 1995
--------- ---------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 4,933 $ 4,106
Adjustments to Reconcile Net
Income to Net Cash Provided
by Operating Activities:
Depreciation 17,097 13,093
Amortization of Deferred
Charges and Other Assets 9,002 8,659
Provision for Deferred
Income Taxes 2,887 2,112
Equity in Unconsolidated
Entities - (372)
Gain on Sale of Assets (87) (2)
Unearned Income 1,084 1,090
Reserve for Claims and
Other Deferred Credits (206) (2,021)
Changes in:
Accounts Receivable (2,055) 3,534
Net Investment in
Direct Financing Leases 1,060 1,065
Other Assets 147 2,890
Inventories and Other
Current Assets 1,509 (1,009)
Accounts Payable and
Accrued Liabilities 4,513 3,822
Federal Income Taxes Payable (9,570) (2,085)
--------- ---------
Net Cash Provided by Operating
Activities 30,314 34,882
--------- ---------
Cash Flows from Investing Activities:
Purchase of Vessels and
Other Property (28,688) (34,242)
Additions to Deferred Charges (2,604) (6,073)
Proceeds from Sale of Assets 97 -
Proceeds from Short-Term Investments 1,799 -
Investment in and Advances to
Unconsolidated Entities - 13
Other Investing Activities 9,503 (14)
--------- ---------
Net Cash Used by Investing Activities (19,893) (40,316)
--------- ---------
Cash Flows from Financing Activities:
Proceeds from Issuance of Debt
and Capital Lease Obligations 44,628 39,096
Reduction of Debt and Capital
Lease Obligations (39,646) (23,848)
Additions to Deferred Financing
Charges (1,465) -
Common Stock Dividends Paid (835) (535)
--------- ---------
Net Cash Provided by Financing
Activities 2,682 14,713
--------- ---------
Net Increase in Cash and Cash
Equivalents 13,103 9,279
Cash and Cash Equivalents at
Beginning of Period 54,281 29,611
--------- ---------
Cash and Cash Equivalents at
End of Period $ 67,384 $ 38,890
========= =========
<FN>
The accompanying notes are an integral part of these
statements.
</TABLE>
<PAGE 7>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
June 30, 1996
(Unaudited)
Note 1. BASIS OF PREPARATION
The accompanying unaudited interim financial statements
have been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information
and footnote disclosures required by generally accepted
accounting principles for complete financial statements have
been omitted. It is suggested that these interim
statements be read in conjunction with the financial
statements and notes thereto included in the Form 10-K of
International Shipholding Corporation for the year ended
December 31, 1995. Certain reclassifications have been made
to prior period financial information in order to conform to
current year presentations.
Interim statements are subject to possible adjustments
in connection with the annual audit of the Company's
accounts for the full year 1996. In the opinion of
management, all adjustments (consisting of only normal
recurring adjustments) necessary for a fair presentation of
the information shown have been included.
The foregoing 1996 interim results are not necessarily
indicative of the results of the operations for the full
year 1996.
The Company's policy is to consolidate all subsidiaries
in which it holds greater than 50% voting interest. All
significant intercompany accounts and transactions have been
eliminated.
The Company uses the cost method to account for
investments in entities in which it holds less than 20%
voting interest and in which the Company cannot exercise
significant influence over operating and financial
activities. The Company uses the equity method to account
for investments in entities in which it holds a 20% to 50%
voting interest.
<PAGE 8>
INTERNATIONAL SHIPHOLDING CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company's vessels are operated under a variety of
charters, liner services and contracts. The nature of these
arrangements is such that, without a material variation in
gross voyage profits (total revenues less voyage expenses
and vessel and barge depreciation), the revenues and
expenses attributable to a vessel deployed under one type of
charter or contract can differ substantially from those
attributable to the same vessel if deployed under a
different type of charter or contract. Accordingly,
depending on the mix of charters or contracts in place
during a particular accounting period, the Company's
revenues and expenses can fluctuate substantially from one
period to another even though the number of vessels
deployed, the number of voyages completed, the amount of
cargo carried and the gross voyage profit derived from the
vessels remain relatively constant. As a result,
fluctuations in voyage revenues and expenses are not
necessarily indicative of trends in profitability, and
management believes that gross voyage profit is a more
appropriate measure of performance than revenues.
Accordingly, the discussion below addresses variations in
gross voyage profits rather than variations in revenues.
RESULTS OF OPERATIONS
Six Months Ended June 30, 1996
Compared to the Six Months Ended June 30, 1995
GROSS VOYAGE PROFIT
Gross voyage profit increased 15.2% to $34.6 million in
the first six months of 1996 as compared to $30.0 million in
the same period of 1995. Gross voyage profit was favorably
impacted by the commencement in February, 1996, of
operations of the ENERGY ENTERPRISE, a U. S. Flag Coal
Carrier under contract to a major U. S. utility company, and
the early first quarter 1996 commencement of operations of
two Special Purpose Vessels ("SPV's") under contract to
provide transportation services to a major mining company in
Indonesia. Improved freight rates in 1996 for the Company's
LASH vessels employed in liner service between ports on the
U. S. Gulf/U. S. Atlantic Coast and South Asia (Trade Routes
18 and 17) also positively impacted gross voyage profit.
Partially offsetting these increases were lower charter
rates on the
<PAGE 9>
Company's cape-size bulk carrier. Additionally, the
second quarter results, on a consolidated basis, were
negatively impacted by a damage claim made against
our insurance subsidiary. The claim resulted from a
propeller shaft accident sustained by one of the vessels
operating in the Waterman service requiring an unscheduled
drydock of approximately two months duration. The vessel
has been fully repaired and returned to service about mid-
July.
Vessel and barge depreciation for the first six months
of 1996 increased 30.4% to $16.0 million as compared to
$12.3 million in the same period of 1995 due to the addition
of the ENERGY ENTERPRISE and the two SPV's and related
barges.
OTHER INCOME AND EXPENSES
Administrative and general expenses increased 5.67% to
$13.4 million in the first six months of 1996 from $12.7
million in the comparable period of 1995 due to additional
administrative services required to support new business.
Interest expense increased 12.2% from $12.8 million in
the first six months of 1995 to $14.4 million in the same
period of 1996 primarily due to interest incurred on the
financing of the ENERGY ENTERPRISE and the two SPV's and
related barges. These increases were partially offset by
reductions resulting from regularly scheduled payments on
other outstanding debt.
Investment income decreased from $1.5 million in the
first six months of 1995 to $1.0 million in the same period
of 1996 reflecting a reduction in the balance of invested
funds.
INCOME TAXES
The Company provided $2.8 million for federal income
taxes in the first six months of 1996 at the statutory rate
of 35% as compared to $2.1 million in the first six months
of 1995 at the same rate. Income of unconsolidated entities
is shown net of applicable taxes.
Second Quarter Ended June 30, 1996
Compared to Second Quarter Ended June 30, 1995
GROSS VOYAGE PROFIT
Gross voyage profit increased 15.9% to $17.5 million in
the second quarter of 1996 as compared to $15.1 million in
the same period of 1995. As in the case of the six months
comparison discussed above, gross voyage profit was
favorably impacted in the second quarter by the commencement
of operations of the ENERGY ENTERPRISE and the two SPV's.
Improved
<PAGE 10>
freight rates for the Company's LASH vessels employed
in liner service between ports on the U. S. Gulf/U.
S. Atlantic Coast and South Asia (Trade Routes 18 and 17)
also positively impacted gross voyage profit. Partially
offsetting these increases were lower charter rates on the
Company's cape-size bulk carrier and the aforementioned
propulsion accident experienced by one of the Company's LASH
vessels.
Vessel and barge depreciation for the second quarter of
1996 increased 29.1% to $8.0 million as compared to $6.2
million in the same period of 1995 due to the addition of
the ENERGY ENTERPRISE and the two SPV's and related barges.
OTHER INCOME AND EXPENSES
Administrative and general expenses increased 7.94% to
$6.7 million in the second quarter of 1996 from $6.2 million
in the comparable period of 1995 due to additional
administrative services required to support new business.
Interest expense increased 9.0% from $6.5 million in
the second quarter of 1995 to $7.1 million in the same
period of 1996 primarily due to interest incurred on the
financing of the ENERGY ENTERPRISE and the two SPV's and
related barges. These increases were partially offset by
reductions resulting from regularly scheduled payments on
other outstanding debt.
Investment income decreased slightly from $740,000 in
the second quarter of 1995 to $578,000 in the same period of
1996 reflecting a reduction in the balance of invested
funds.
INCOME TAXES
The Company provided $1.5 million for federal income
taxes in the second quarter of 1996 at the statutory rate of
35% as compared to $1.1 million in the second quarter of
1995 at the same rate. Income of unconsolidated entities is
shown net of applicable taxes.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital increased from $13.4
million at December 31, 1995, to $30.0 million at June 30,
1996, after provision for current maturities of long-term
debt of $40.4 million and capital lease obligations of $2.0
million. Cash and cash equivalents increased during the
first six months of 1996 by $13.1 million to a total of
$67.4 million.
Positive cash flows were achieved from operating
activities in the first six months of 1996 in the amount of
$30.0 million. The major source of cash from operations was
net income, adjusted for non-cash provisions such as
depreciation and amortization.
<PAGE 11>
Net cash used for investing activities amounted to
$19.9 million during the first six months of 1996. Major
capital investments included $10.8 million for upgrade work
on the ENERGY ENTERPRISE to meet classification requirements
and for preventative maintenance and $16.0 million for the
conversion of two SPV's. Other uses of cash included the
addition of $2.6 million in deferred vessel drydocking
charges. Proceeds from investing activities included $8.1
million received from the payment of a long-term note
receivable, the release of $5.8 million previously held in
escrow as collateral for loans and $1.8 million from the
maturity of short-term investments. Cash used for other
investments included the placement of $4.6 million in escrow
for future payments on long-term debt.
Net cash provided by financing activities during the
first six months of 1996 totaled $2.7 million. Proceeds
from the issuance of debt obligations of $44.6 million
consisted of $9.6 million received from a long-term loan
associated with the acquisition and conversion of the two
SPV's and $35.0 million drawn under the Company's lines of
credit of which $20.0 million was outstanding as of June 30,
1996. Cash used for financing activities included $9.5
million for prepayment of a long-term debt, $15.0 million to
repay amounts drawn under the lines of credit and $15.1
million for regularly scheduled payments on debt and capital
lease obligations. Other uses of cash for financing
activities included $1.5 million for deferred financing
charges primarily related to the ENERGY ENTERPRISE and
$835,000 to meet common stock dividend requirements.
During early second quarter of 1996, the Company
contracted to purchase a LASH vessel for approximately $8.5
million. Assuming all requirements of the purchase contract
are met and the purchase is concluded, certain additional
costs estimated to total $7.5 million will be incurred to
bring the vessel up to the Company's normal operating
standards. Additionally, 82 LASH barges will be purchased
and refurbished to operate with this vessel at an estimated
total cost of $2.0 million. It is anticipated that this
vessel will deliver from the shipyard in the fourth quarter
of 1996 and will begin operations in the Company's Trans-
Atlantic service or one of its other services, depending
upon demand, when the ship is ready for operation.
Financing for 80% of the total purchase and upgrading costs
of the aforementioned vessel and barges has been arranged
through a medium-term loan with a commercial bank.
To meet short-term requirements when fluctuations occur
in working capital, the Company has available four lines of
credit totaling $35.0 million of which $20.0 million was
drawn at June 30, 1996 and fully repaid in July, 1996.
<PAGE 12>
The Company has not been notified that it is a
potentially responsible party in connection with any
environmental matters.
At a regular meeting held July 17, 1996, the Board of
Directors declared a quarterly dividend of $.0625 per common
share payable on September 20, 1996, to shareholders of
record on September 6, 1996.
<PAGE 13>
Part II - OTHER INFORMATION
Item 2. Changes in Securities
(a) An amendment of the Certificate of Incorporation
to regulate the ownership of the capital stock of the
Corporation by persons who are not citizens of the United
States was approved by shareholders at the Company's Annual
Meeting on April 17, 1996, and was filed with the State of
Delaware May 24, 1996. See "Effect of Amendment on
Stockholders" on page 14 of the Company's Definitive Proxy
Statement dated March 12, 1996, filed pursuant to Section
14(a) of the Securities Exchange Act of 1934, and
incorporated herein by reference. This amendment in its
entirety was included as Appendix A of the aforementioned
Proxy Statement.
Item 4. Submission of Matters to a Vote of Security Holders
The matters voted upon and results of the voting at the
Company's annual meeting of shareholders held April 17,
1996, were reported in response to Item 4 of the Company's
Form 10-Q filed with the Securities and Exchange Commission
for the quarterly period ended March 31, 1996, and are
incorporated herein by reference.
Item 6. Exhibits and Reports on Form 8-K
(a) EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
Part I Exhibits: 27 Financial Data Schedule
Part II Exhibits: 3 (a) Restated Certificate of
Incorporation
(b) By-Laws of the Registrant,
as amended
99 Additional Exhibits
(a) "Effect of Amendment on
Stockholders" on page 14 of
the Definitive Proxy Statement
dated March 12, 1996, filed
pursuant to Section 14(a) of
the Securities and Exchange
Act of 1934 incorporated herein
by reference
(b) Item 4 of Form 10-Q filed with the
Securities and Exchange Commission
for the quarterly period ended
March 31, 1996, and incorporated
herein by reference
<PAGE 14>
(b) No reports on Form 8-K have been filed for the three
months ended June 30, 1996.
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 August 5, 1996
______________________________________
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 67,384
<SECURITIES> 2,727
<RECEIVABLES> 51,303
<ALLOWANCES> 236
<INVENTORY> 10,370
<CURRENT-ASSETS> 136,117
<PP&E> 689,525
<DEPRECIATION> 258,442
<TOTAL-ASSETS> 648,353
<CURRENT-LIABILITIES> 106,135
<BONDS> 307,779
0
0
<COMMON> 6,756
<OTHER-SE> 163,407
<TOTAL-LIABILITY-AND-EQUITY> 648,353
<SALES> 0
<TOTAL-REVENUES> 193,010
<CGS> 0
<TOTAL-COSTS> 171,796
<OTHER-EXPENSES> 14,376
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,376
<INCOME-PRETAX> 7,929
<INCOME-TAX> 2,996
<INCOME-CONTINUING> 4,933
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,933
<EPS-PRIMARY> 0.74
<EPS-DILUTED> 0.74
</TABLE>
INTERNATIONAL SHIPHOLDING CORPORATION
BY-LAWS
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. --Annual meetings of
stockholders for the election of directors and for such
other business as may be stated in the notice of the
meeting, shall be held at the office of the Company in New
Orleans, Louisiana, at 9:30 a.m. on the fourth Thursday in
April, or at such place, either within or without the State
of Delaware, and at such time and date as the Board of
Directors, by resolution, shall determine and set forth in
the notice of the meeting.
SECTION 2. VOTING.--All elections for directors shall be
decided by plurality vote; all other questions shall be
decided by the vote of a majority in voting interest of the
stockholders present in person or by proxy and entitled to
vote thereat, a quorum being present, except as otherwise
provided by the Certificate of Incorporation or the laws of
the State of Delaware. The vote for directors shall be by
ballot.
A complete list of the stockholders entitled to vote at
the ensuing election, arranged in alphabetical order, with
the address of each, and the number of shares held by each,
shall be open to the examination of the stockholder, for any
purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the
meeting; either at a place within the city where the meeting
is to be held, which place shall be specified in the notice
of the meeting, or, if not so specified, at the place where
the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder
who is present.
SECTION 3. QUORUM.--Except as otherwise required by law, by
the Certificate of Incorporation or by these By-Laws, the
presence, in person or by proxy, of stockholders holding a
majority of the stock of the Company entitled to vote shall
constitute a quorum at all-meetings of the stockholders. In
case a quorum shall not be present at any meeting, a
majority in interest of the stockholders entitled to vote
thereat, present in person or by proxy, shall have power to
adjourn the meeting from time to time, without notice other
than announcement at the meeting, until the requisite amount
of stock entitled to vote shall be present, except as
otherwise provided by the Certificate of Incorporation or
the laws of the State of Delaware.
SECTION 4. SPECIAL MEETINGS.--Special meetings of the
stockholders may be called by the Chairman, President, or
Secretary, or by resolution of the Board of Directors, and
may be held at such time and in such place and for such
purpose as is specified in the notice of meeting.
SECTION 5. NOTICE OF MEETINGS.--Unless waived, written
notice, stating the place, date and time of the meeting, and
the general nature of the business to be considered, shall
be given to each stockholder entitled to vote thereat at his
address as it appears on the records of the Company, not
less than ten nor more than fifty days before the day of the
meeting, and such notice shall be deemed to be given at the
time when the same shall be deposited, with postage thereon
prepaid, in the United States mail.
SECTION 6. ORDER OF BUSINESS.--The order of business at
each meeting of the stockholders shall be determined by the
chairman of such meeting, but such order of business at any
meeting at which a quorum is present may be changed by the
vote of a majority in voting interest of those present in
person or by proxy at such meeting and entitled to vote
thereat.
ARTICLE II
Directors
SECTION 1. NUMBER AND TERM.--The number of directors shall
consist of such number of persons, not less than three (3),
as shall from time to time be fixed by resolution of the
Board of Directors.
SECTION 2. RESIGNATIONS.--Any director, member of a
committee or other officer may resign at any time. Such
resignation shall be made in writing, and shall take effect
at the time specified therein, and if no time be specified,
at the time of its receipt by the Chairman, President, or
Secretary. The acceptance of a resignation, shall be not be
necessary to make it effective.
SECTION 3. COMMITTEES.--The Board of Directors may, by
resolution or resolutions passed by a majority of the whole
Board, designate one or more committees, each committee to
consist of two or more of the directors of the Company. Any
such committee, to the extent provided in the resolution,
shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of
the Company, and may authorize the seal of the Company to be
affixed to all papers which may require it. The Board may
designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member
at any meeting of the committee; provided, however, that in
the absence of disqualification of any member of such
committee or committees, the member or members thereof
present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors
to act at the meeting in the place of any such absent of
disqualified member.
SECTION 4. MEETINGS.--The newly elected directors may hold
their first meeting for the purpose of organization and the
transaction of business after the annual meeting of the
stockholders, at such time and place as may be fixed by the
Board.
Regular meetings of the Board may be held without
notice at such places and times as shall be determined from
time to time by resolution of the Board.
Special meetings of the Board may be called by the
Chairman, the President, or the Secretary, and shall be
called by them on the written request of any two directors.
At least 12 hours notice (or at least 36 hours notice of
given by mail) shall be given to each director unless waived
and such meeting shall be held at such place as may be
determined by the Board or as shall be stated in the notice
of the meeting.
SECTION 5. QUORUM AND MANNER OF ACTING.--A majority of the
directors shall constitute a quorum for the transaction of
business. The vote of a majority of a quorum of the Board
shall be the act of the Board. If at any meeting of the
Board there shall be less than a quorum present, a majority
of those present may adjourn the meeting from time to time
until a quorum is obtained, and no further notice thereof
need be given other than by announcement at the meeting
which shall be so adjourned.
SECTION 6. COMPENSATION.--The Board of Directors shall fix
the amount of the fees or other compensation payable to each
director who is not otherwise compensated as an officer or
employee of the Company or of one of its subsidiaries.
Nothing herein contained shall be construed to preclude any
director from serving the Company in any other capacity as
an officer, agent or otherwise, and receiving compensation
therefor.
SECTION 7. INDEMNIFICATION.--(a) Right to Indemnification.
Each person who was or is made a party or is threatened to
be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative ("proceeding"), by reason of the fact that he,
or a person for whom he is the legal representative, is or
was a director or officer of the Company or any of its
subsidiaries (including nominees and designees who have not
yet taken office) or is or was serving at the request of the
Company (including any person who has not been duly elected
or appointed) as a director, officer, employee or agent of
another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to
employee benefit plans (the "Indemnitee"), whether the basis
of such proceeding is alleged action in an official capacity
as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Company
to the fullest extent authorized by the Delaware General
Corporation Law ("GCL"), as presently existing or as it may
hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits
the Company to provide broader indemnification rights than
the GCL permitted the Company to provide prior to such
amendment), against any and all expenses, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties, amounts paid in connection with any
arbitration or investigation and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such
person in connection therewith. Indemnitee's rights
hereunder shall be contract rights and shall include the
right to be paid by the Company for expenses incurred in
defending any such proceeding in advance of its final
disposition; provided, however, that the payment of such
expenses incurred by an Indemnitee in advance of the final
disposition of such proceeding, shall be made only upon
delivery to the Company of an undertaking in a form
satisfactory to counsel for the Company, by or on behalf of
such Indemnitee, to repay all amounts so advanced if it
should be ultimately determined that such Indemnitee is not
entitled to be indemnified under this provision or
otherwise. For purposes of this provision the term Company
shall include any resulting or constitutent entities.
(b) Nonexclusivity of Rights. The rights conferred
herein on any person shall not be exclusive of any other
right which such person may have or hereafter acquire under
any statute, provision of the Certificate of Incorporation,
by-law, contract or other agreement, vote of stockholders or
disinterested directors or otherwise.
(c) Insurance. The Company may maintain insurance at
its expense, to protect itself and any such director
(including nominees and designees who have not yet taken
office), officer, employee or agent of the Company or
another corporation, partnership, joint venture, trust or
other enterprise (including service with respect to employee
benefit plans) against any expense, liability or loss,
whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under
the GCL.
ARTICLE III
Officers
SECTION 1. OFFICERS.--The officers of the Company shall be a
Chairman, a President, a Vice President, or more than one
Vice President, a Treasurer, and a Secretary, all of whom
shall be elected by the Board of Directors and who shall
hold office until their successors are elected and
qualified. In addition, the Board of Directors may elect a
Controller, and may appoint or may delegate the appointment
of one or more Assistant Secretaries, Assistant Treasurers,
Assistant Controllers, and such other officers and agents as
they may deem proper. The officers shall be elected at the
first meeting of the Board of Directors after each annual
meeting. All of the said elected officers shall hold their
offices at the pleasure of the Board.
SECTION 2. CHAIRMAN.--The Chairman shall be the chief
executive officer of the Company and shall have the general
powers and duties of supervision and management usually
vested in the office of the chief executive of a company.
He shall preside at all meetings of the stockholders and of
the Board of Directors, and shall have general supervision,
direction and control of the business of the Company.
Except as the Board of Directors shall authorize the
execution thereof in some other manner, the Chairman may
execute bonds, mortgages and any other contracts of any
nature in behalf of the Company.
SECTION 3. PRESIDENT.--The President shall be the chief
operating officer of the Company. At the request of the
Chairman, or in his absence or during his disability, the
President shall perform the duties and exercise the
functions of the Chairman. Except as the Board of Directors
shall authorize the execution thereof in some other manner,
the President may execute bonds, mortgages and any other
contracts of any nature in behalf of the Company.
SECTION 4. VICE PRESIDENT.--In the event of death, absence
or inability of the President to perform any duties imposed
upon him by these By-Laws and the order of the Board of
Directors, the Vice President, or if there be more than one,
the Vice Presidents in the order of seniority, may exercise
his powers and perform his duties subject to the control of
the Chairman and the Board of Directors. Except as the
Board of Directors shall authorize the execution thereof in
some other manner, any Vice President may execute bonds,
mortgages and any other contracts of any nature in behalf of
the Company.
SECTION 5. SECRETARY.--The Secretary shall give, or cause to
be given, notice of all meetings of stockholders and
directors, and all other notices required by law or by these
By-Laws, and in case of his absence or refusal or neglect so
to do, any such notice may be given by any person thereunto
directed by the Chairman, the President, or by the
directors, upon whose requisition the meeting is called as
provided in these By-Laws. He shall record all the
proceedings of the meetings of the Company and of the
directors in a book to be kept for that purpose, and shall
perform such other duties as may be assigned to him by the
directors or the Chairman. He shall have the custody of the
seal of the Company and shall affix the same to all
instruments requiring it, when authorized by the directors
or the Chairman, and attest the same.
SECTION 6. TREASURER.--The Treasurer shall have the custody
of the Company funds and securities and shall keep full and
accurate account of receipts and disbursements in books
belonging to the Company. He shall deposit all monies and
other valuables in the name and to the credit of the Company
in such depositaries as may be designated by the Board of
Directors.
The treasurer shall disburse the funds of the Company
as may be ordered by the Board of Directors, the Chairman,
or the President, taking proper vouchers for such
disbursements. If required by the Board of Directors, he
shall give the Company a bond for the faithful discharge of
his duties in such amount and with such surety as the Board
shall prescribe.
The Treasurer shall sign all checks, drafts or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Company in such
manner as shall be determined from time to time by
resolution of the Board of Directors; provided, however,
that the Directors shall have power by resolution to
delegate any of the duties or powers of the Treasurer to
other officers.
SECTION 7. CONTROLLER.--The Controller shall be in charge of
all Company accounting books, records, and procedures, shall
perform internal audits, shall prepare budgets, financial
statements and reports for the Chairman, the President, and
the Board of Directors. He shall keep his accounts in the
name of the Company and shall render such reports as may be
required by the Board of Directors, the Chairman, or the
President.
The Controller shall perform such other duties as may,
from time to time, be assigned to him by the Chairman or by
the Board of Directors; and in the event the office of the
Controller is vacant, such duties shall be performed by such
person as may be designated by the Chairman.
SECTION 8. ASSISTANT SECRETARIES.--Assistant Secretaries, if
any shall be appointed, shall, during the absence or
disability of the Secretary, perform all the duties of the
Secretary and shall have such other powers and shall perform
such other duties as shall be assigned to them.
SECTION 9. ASSISTANT TREASURERS.--Assistant Treasurers, if
any shall be appointed, shall, during the absence or
disability of the Treasurer, perform all the duties of the
Treasurer and shall have such other power and shall perform
such other duties as shall be assigned to them.
SECTION 10. ASSISTANT CONTROLLERS.--Assistant Controllers,
if any shall be appointed, shall, during the absence or
disability of the Controller, perform all the duties of the
Controller and shall have such other powers and shall
perform such other duties as shall be assigned to them.
ARTICLE IV
Miscellaneous
SECTION 1. STOCKHOLDERS RECORD DATE.--In order that the
Company may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to Company action in writing
without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights,
or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty
nor less than ten days before the date of such meeting, nor
more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that if
the adjournment is for more than 30 days or if the Board of
Directors fixes a new record date for the adjourned meeting,
a notice thereof shall be given to each stockholder of
record entitled to vote at the meeting.
SECTION 2. FISCAL YEAR.--The fiscal year of the Company
shall be the calendar year, unless otherwise determined by
resolution of the Board of Directors.
ARTICLE V
Amendments
These By-Laws may be altered or repealed and By-Laws may be
made by the affirmative vote of a majority of the Board of
Directors, at any regular meeting of the Board of Directors,
or at any special meeting of the Board of Directors, if
notice of the proposed alteration or repeal, or By-Law or By-
Laws to be made, be contained in the notice of such special
meeting.
RESTATED CERTIFICATE OF INCORPORATION
OF
INTERNATIONAL SHIPHOLDING CORPORATION
We, the undersigned, Erik F. Johnsen and George
Denegre, being respectively the President and Secretary of
International Shipholding Corporation (the "Company"), a
corporation organized and existing under the laws of the
State of Delaware, do hereby certify as follows:
1. The name of the Company is International
Shipholding Corporation.
2. The Company's original Certificate of
Incorporation was filed with the Secretary of State of
Delaware on October 20, 1978.
3. Pursuant to Section 242 of the Delaware General
Corporation Law (the "DGCL"), an amendment to the Company's
Certificate of Incorporation to add a new Article V thereto
to provide for limitations on ownership of the Company's
capital stock by non-U.S. citizens has been duly adopted by
resolution of the Board of Directors of the Company and
approved by the holders of the Company's Common Stock
entitled to so vote on April 17, 1996.
4. Pursuant to Section 245 of the DGCL, this Restated
Certificate of Incorporation was duly adopted by the Board
of Directors of the Company and restates and integrates the
provisions of the Company's Certificate of Incorporation as
theretofore amended or supplemented, provides for the
deletion of provisions intentionally omitted in reliance
upon Section 245(c) of the DGCL, and also further amends the
Company's Certificate of Incorporation by adding a new
Article V thereto.
5. As so further amended, the text of the Restated
Certificate of Incorporation of the Company shall read in
its entirety as follows:
ARTICLE I
The name of the Company is INTERNATIONAL SHIPHOLDING
CORPORATION.
ARTICLE II
The registered office of the Company is to be located
at 1209 Orange Street in the City of Wilmington, County of
New Castle, State of Delaware. The name of its registered
agent at such address is The Corporation Trust Company.
ARTICLE III
The nature of the business or purposes to be conducted
or promoted is:
To carry on and conduct any and every kind of
manufacturing, distribution and service business; to
manufacture, process, fabricate, rebuild, service, purchase
or otherwise acquire, to design, invent or develop, to
import or export, and to distribute, lease, sell, assign or
otherwise dispose of and generally deal in and with raw
materials, products, goods, wares, merchandise and real and
personal property of every kind and character; and to
provide services of every kind and character.
To conduct any lawful business, to exercise any lawful
purpose and power, and to engage in any lawful act or
activity for which corporations may be organized under the
General Corporation Law of Delaware.
In general, to possess and exercise all the powers and
privileges granted by the General Corporation Law of
Delaware or by any other law of Delaware or by this
Certificate of Incorporation, together with any powers
incidental thereto, so far as such powers and privileges are
necessary or convenient to the conduct, promotion or
attainment of the business or purposes of the Company.
ARTICLE IV
A. General.
1. The total number of shares of stock that the
Company shall have authority to issue is eleven million
shares, of which ten million shall be common stock with a
par value of $1.00 per share (the "Common Stock") and one
million shall be preferred stock with a par value of $1.00
per share (the "Preferred Stock").
2. Shares of stock of any class now or hereafter
authorized may be issued by the Company from time to time
for such consideration (not less than the par value thereof
if there be a par value) as shall be fixed from time to time
by the Board of Directors of the Company. Any and all
shares of stock so issued for which the consideration so
fixed has been paid or delivered to the Company shall be
declared and taken to be fully paid stock and shall not be
liable to any further call or assessment thereon, and the
holders of such shares shall not be liable for any further
payments in respect of such shares. Subscriptions to, or
the purchase price of, shares of stock of the Company may be
paid for, wholly or partly, by cash, by labor done, by
personal property, or by real property or leases thereof.
In the absence of actual fraud in the transaction, the
judgment of the directors as to the value of such labor,
personal property, real estate or leases thereof shall be
conclusive.
3. Any and all right, title, interest and claim
in or to any dividends declared by the Company, whether in
cash, stock or otherwise, which are unclaimed by the
stockholder entitled thereto for a period of six years after
the close of business on the payment date, shall be and be
deemed to be extinguished and abandoned; and such unclaimed
dividends in the possession of the Company, its transfer
agents or other agents or depositaries, shall at such time
become the absolute property of the Company, free and clear
of any and all claims of any person or entity whatsoever.
4. The designation and the powers, preferences,
rights, qualifications, limitations and restrictions
applicable to the Common Stock and the Preferred Stock shall
be, or shall be determined, as hereinafter set forth.
B. Common Stock.
1. Dividend Rights. Subject to the provisions
of law and the preferences of the Preferred Stock and of any
other stock ranking prior to Common Stock as to dividends,
the holders of Common Stock will be entitled to receive
dividends when, as and if declared by the Board of
Directors.
2. Voting Rights. Except as otherwise provided
by law or pursuant to this Article IV, the holders of Common
Stock shall be entitled to one vote, in person or by proxy,
for each share held on each matter submitted to a vote of
the shareholders of the Company. Except as otherwise
provided by law, by the Certificate of Incorporation or by
resolution or resolutions of the Board of Directors
providing for the issue of any series of Preferred Stock,
the holders of Common Stock will have sole voting power.
3. Liquidation Rights. In the event of any
liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, after payment or provision
for payment of the debts and other liabilities of the
Company and the preferential amounts to which the holders of
any stock ranking prior to the Common Stock in the distribu
tion of assets are entitled upon liquidation, the holders of
the Common Stock and the holders of any other stock ranking
on a parity with the Common Stock in the distribution of
assets upon liquidation will be entitled to share in the
remaining assets of the Company according to their
respective interests.
C. Preferred Stock.
1. Authority of the Board of Directors to Issue
in Series. Preferred Stock may be issued from time to time
in one or more series. All shares of any one series of
Preferred Stock shall be identical except as to the dates of
issue and the dates from which dividends on shares of the
series issued on different dates will cumulate, if
cumulative. Authority is hereby expressly granted to the
Board of Directors to authorize the issue of one or more
series of Preferred Stock, and to fix by resolution or
resolutions providing for the issue of each such series the
voting powers, designations, preferences and relative,
participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, of such
series, to the full extent now or hereafter permitted by
law, including, but not limited to, the following:
(a) The number of shares of such series, which
may subsequently be increased, except as otherwise provided
by the resolution or resolutions of the Board of Directors
providing for the issue of such series, or decreased, to a
number not less than the number of shares then outstanding,
by resolution or resolutions of the Board of Directors, and
the distinctive designation thereof;
(b) The dividend rights of such series, the
preferences, if any, over any other class or series of
stock, or of any other class or series of stock over such se
ries, as to dividends, the extent, if any, to which shares
of such series will be entitled to participate in dividends
with shares of any other series or class of stock, whether
dividends on shares of such series will be fully, partially
or conditionally cumulative, or a combination thereof, and
any limitations, restrictions or conditions on the payment
of such dividends;
(c) The rights of such series, and the
preferences, if any, over any other class or series of
stock, or of any other class or series of stock over such se
ries, in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company and
the extent, if any, to which shares of any such series will
be entitled to participate in such event with any other
series or class of stock;
(d) The time or times during which, the price or
prices at which, and the terms and conditions on which the
shares of such series may be redeemed;
(e) The terms of any purchase, retirement or
sinking funds which may be provided for the shares of such
series;
(f) The terms and conditions, if any, upon which
the shares of such series will be convertible into or
exchangeable for shares of any other series, class or
classes, or any other securities;
(g) The voting powers, if any, of such series.
2. Limitation on Dividends. No holders of any
series of Preferred Stock will be entitled to receive any
dividends thereon other than those specifically provided for
by the Certificate of Incorporation or the resolution or
resolutions of the Board of Directors providing for the
issue of such series of Preferred Stock, nor will any accu
mulated dividends on Preferred Stock bear any interest.
3. Limitation on Liquidating Distributions. In
the event of any liquidation, dissolution or winding up of
the Company, whether voluntary or involuntary, the holders
of Preferred Stock of each series will be entitled to
receive only such amount or amounts as will have been fixed
by the Certificate of Incorporation or by the resolution or
resolutions of the Board of Directors providing for the
issue of such series. A consolidation or merger of the
Company with or into one or more other corporations or a
sale, lease or exchange of all or substantially all of the
assets of the Company will not be deemed to be a voluntary
or involuntary liquidation, dissolution or winding up,
within the meaning of this Article IV.
ARTICLE V
A. Purpose. The provisions of this Article V are
intended to assure that the Company remains in continuous
compliance with the citizenship requirements of the Merchant
Marine Act, 1920, as amended, the Merchant Marine Act, 1936,
as amended, the Shipping Act, 1916, as amended, and the
regulations promulgated thereunder, as such laws and
regulations are amended from time to time (collectively, the
"Maritime Laws"). It is the policy of the Company that Non-
Citizens should not Beneficially Own, individually or in the
aggregate, any shares of the Company's Capital Stock in
excess of the Permitted Amount. If the Board of Directors
of the Company should conclude in its sole discretion at any
time that Non-Citizens have become, or are about to become,
the Beneficial Owners, individually or in the aggregate, of
shares of Capital Stock in excess of the Permitted Amount,
the Board of Directors may by resolution duly adopted
declare that any or all of the provisions of subparagraphs
C, D and E of this Article V shall apply.
B. Definitions. For purposes of this Article V, the
following terms shall have the meanings specified below:
1. A Person shall be deemed to be the "Beneficial
Owner" of, or to "Beneficially Own," shares of Capital Stock
to the extent such Person would be deemed to be the
beneficial owner thereof pursuant to Rule 13d-3 promulgated
by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as such rule may be amended
from time to time.
2. "Capital Stock" shall mean any class or series of
capital stock of the Company other than any class or series
of capital stock of the Company that is permitted by the
Maritime Administration of the United States Department of
Transportation ("MARAD") to be excluded from the
determination of whether the Company is in compliance with
the citizenship requirements of the Maritime Laws.
3. "Citizen" shall mean:
(a) any individual who is a citizen of the United
States, by birth, naturalization or as otherwise authorized
by law;
(b) any corporation (i) that is organized under the
laws of the United States or of a state, territory, district
or possession thereof, (ii) not less than 75% of the capital
stock of which is Beneficially Owned by Persons who are
Citizens, (iii) whose president or chief executive officer,
chairman of the board of directors and all officers
authorized to act in the absence or disability of such
Persons are Citizens and (iv) of which more than 50% of the
number of its directors necessary to constitute a quorum are
Citizens;
(c) any partnership (i) that is organized under the
laws of the United States or of a state, territory, district
or possession thereof, (ii) all general partners of which
are Citizens and (iii) not less than a 75% interest in which
is Beneficially Owned by Persons who are Citizens;
(d) any association or limited liability company (i)
that is organized under the laws of the United States or of
a state, territory, district or possession thereof, (ii)
whose president or chief executive officer (or the Person
serving in an equivalent position), chairman of the board of
directors (or equivalent position) and all Persons
authorized to act in the absence or disability of such
Persons are Citizens, (iii) not less than a 75% interest in
which or 75% of the voting power of which is Beneficially
Owned by Citizens and (iv) of which more than 50% of the
number of its directors (or the Persons serving in
equivalent positions) necessary to constitute a quorum are
Citizens;
(e) any joint venture (if not an association,
corporation or partnership) (i) that is organized under the
laws of the United States or of a state, territory, district
or possession thereof and (ii) all co-venturers of which are
Citizens; and
(f) any trust (i) that is domiciled in and existing
under the laws of the United States or of a state,
territory, district or possession thereof, (ii) the trustee
of which is a Citizen and (iii) of which not less than a 75%
of the beneficial interests in both income and principal are
held for the benefit of Citizens.
4. "Non-Citizen" shall mean any Person other than a
Citizen.
5. "Permitted Amount" shall mean shares of Capital
Stock that, individually or in the aggregate (a) have Voting
Power not in excess of 23% of Total Voting Power or (b)
constitute not more than 23% of the total number of the
issued and outstanding shares of Capital Stock; provided
that, if the Maritime Laws are amended to change the amount
of Capital Stock that a Non-Citizen may own or have the
power to vote, then the Permitted Amount shall be changed to
a percentage that is two percentage points less than the
percentage that would cause the Company to be no longer
qualified under the Maritime Laws, after giving effect to
such amendment, as a Citizen qualified to (i) engage in
coastwise trade, (ii) participate in MARAD's Title XI or
comparable financing programs, or (iii) participate in
operating differential subsidies or similar programs.
6. "Person" shall mean an individual, partnership,
corporation, limited liability company, trust, joint venture
or other entity.
7. "Total Voting Power" shall mean the total number
of votes that may be cast by all outstanding shares of
Capital Stock having Voting Power.
8. "Voting Power" shall mean the power to vote with
respect to the election of the Company's directors.
C. Restrictions on Transfer.
1. Any transfer, or attempted or purported transfer,
of any shares of the Capital Stock of the Company or any
interest therein or right thereof, that would result in the
Beneficial Ownership by Non-Citizens, individually or in the
aggregate, of shares of Capital Stock in excess of the
Permitted Amount will, until such excess no longer exists,
be void and ineffective as against the Company and the
Company will not recognize, with respect to those shares
that caused the Permitted Amount to be exceeded, the
purported transferee as a stockholder of the Company for any
purpose other than the transfer by the purported transferee
of such excess to a person who is not a Non-Citizen or to
the extent necessary to effect any other remedy available to
the Company under this Article V.
2. The Board of Directors is hereby authorized to
effect any and all measures necessary or desirable
(consistent with applicable law and the provisions of this
Certificate of Incorporation) to fulfill the purpose and
implement the provisions of this Article V, including
without limitation, obtaining, as a condition to recording
the transfer of shares on the stock records of the Company,
affidavits or other proof as to the citizenship of existing
or prospective stockholders on whose behalf shares of the
Capital Stock of the Company or any interest therein or
right thereof are or are to be held, or establishing and
maintaining a dual stock certificate system under which
different forms of stock certificates representing
outstanding shares of the Capital Stock of the Company are
issued to Citizens or Non-Citizens.
D. Suspension of Voting, Dividend and Distribution
Rights with Respect to Excess Shares. If any shares of
Capital Stock in excess of the Permitted Amount are
Beneficially Owned by Non-Citizens, individually or in the
aggregate, any such excess shares determined in accordance
with this subparagraph D (the "Excess Shares"), shall, until
such excess no longer exists, not be entitled to (1) receive
any dividends or distributions of assets declared payable or
paid to the holders of the Capital Stock of the Company
during such period or (2) vote with respect to any matter
submitted to a vote of the stockholders of the Company, and
such Excess Shares shall not be deemed to be outstanding for
purposes of determining the vote required on any matter
properly submitted to a vote of the stockholders of the
Company. At such time as the Permitted Amount is no longer
exceeded, full voting rights shall be restored to any shares
previously deemed to be Excess Shares, and any dividends or
distributions with respect thereto that have been withheld
shall be due and paid to the holders of such shares. If the
number of shares of Capital Stock Beneficially Owned by Non-
Citizens is in excess of the Permitted Amount, the shares
deemed to be Excess Shares for purposes of this Article V
will be those shares Beneficially Owned by Non-Citizens that
the Board of Directors determines became so Beneficially
Owned most recently, and such determination shall be
conclusive.
E. Redemption of Excess Shares. The Company shall
have the power, but not the obligation, to redeem Excess
Shares subject to the following terms and conditions:
1. The per share redemption price (the "Redemption
Price") to be paid for the Excess Shares to be redeemed
shall be the sum of (a) the average closing sales price of
the Capital Stock and (b) any dividend or distribution
declared with respect to such shares prior to the date such
shares are called for redemption hereunder but which has
been withheld by the Company pursuant to subparagraph D. As
used herein, the term "average closing sales price" shall
mean the average of the closing sales prices of the Capital
Stock on the New York Stock Exchange during the 10 trading
days immediately prior to the date the notice of redemption
is given; except that, if the Capital Stock is not traded on
the New York Stock Exchange then the closing sales prices of
the Capital Stock on any other national securities exchange
selected by the Company on which such Capital Stock is
listed, and if not listed on any national securities
exchange, the closing sales prices as quoted on the Nasdaq
National Market, and if not so quoted, the mean between the
representative bid and ask prices as quoted by Nasdaq or
another generally recognized reporting system, on each of
such 10 trading days, and if not so quoted, as may be
determined in good faith by the Board of Directors.
2. The Redemption Price may be paid in cash or by
delivery of a promissory note of the Company, at the
election of the Company. Any such promissory note shall
have a maturity of not more than 10 years from the date of
issuance and shall bear interest at the rate equal to the
then current coupon rate of a 10-year Treasury note as such
rate is published in The Wall Street Journal or comparable
publication.
3. A notice of redemption shall be given by first
class mail, postage prepaid, mailed not less than 10 days
prior to the redemption date to each holder of record of the
shares to be redeemed, at such holder's address as the same
appears on the stock records of the Company. Each such
notice shall state (a) the redemption date, (b) the number
of shares of Capital Stock to be redeemed from such holder,
(c) the Redemption Price, and the manner of payment thereof,
(d) the place where certificates for such shares are to be
surrendered for payment of the Redemption Price, and (e)
that dividends on the shares to be redeemed will cease to
accrue on such redemption date.
4. From and after the redemption date, dividends on
the shares of Capital Stock called for redemption shall
cease to accrue and such shares shall no longer be deemed to
be outstanding and all rights of the holders thereof as
stockholders of the Company (except the right to receive
from the Company the Redemption Price) shall cease. Upon
surrender of the certificates for any shares so redeemed in
accordance with the requirements of the notice of redemption
(properly endorsed or assigned for transfer if the notice
shall so state), such shares shall be redeemed by the
Company at the Redemption Price. In case fewer than all
shares represented by any such certificate are redeemed, a
new certificate shall be issued representing the shares not
redeemed without cost to the holder thereof.
5. Such other terms and conditions as the Board of
Directors may reasonably determine.
ARTICLE VI
In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly
authorized at any regular or special meeting thereof,
without stockholder approval:
1. To make By-laws for the Company, and to amend,
alter or repeal any By-laws.
2.
2. To authorize and cause to be executed mortgages and
liens upon the real and personal property of the Company.
3. To authorize the borrowing of money; the issuance of
bonds, notes, debentures and other obligations or evidences of
indebtedness of the Company, secured or unsecured, and the
inclusion of provisions as to redeemability and convertibility
into shares of stock of the Company or otherwise.
4. To authorize the purchase or other acquisition of
shares of stock of the Company or any of its bonds, debentures,
notes or other securities or evidences of indebtedness.
5. To determine from time to time whether and to what
extent, and at what times and places, and under what conditions
and regulations, the accounts and books of the Company, or any of
them, shall be open to the inspection of the stockholders; and no
stockholder shall have any right to inspect any account book or
document of the Company, except as conferred by statute or
authorized by the Board of Directors, or by resolution of the
stockholders.
6. To set apart out of the funds of the Company available
for dividends a reserve or reserves for any proper purposes and
to abolish any such reserve in the manner in which it was
created.
7. To designate one or more committees, each committee to
consist of two or more directors of the Company. Any such
committee, to the extent provided in the resolution or in the By-
laws of the Company, shall have and may exercise the power of the
Board of Directors in the management of the business and affairs
of the Company, and may authorize the seal of the Company to be
affixed to all papers which may require it. The Board of
Directors may designate one or more of the directors as alternate
members of any committee, who may replace any absent or
disqualified member at any meeting of the committee; provided,
however, the By-laws may provide that in the absence or
disqualification of any member of such committee or committees,
the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent
or disqualified member.
8. To provide indemnification to the full extent permitted
by Delaware law.
ARTICLE VII
The number of directors of the Company shall be fixed from
time to time by, or in the manner provided in, its By-laws and
may be increased or decreased as therein provided. Election of
directors need not be by ballot unless the By-laws so provide.
The directors of the Company shall be elected annually by the
stockholders and shall hold office until their respective
successors are duly elected and qualified. The By-laws may
prescribe the number of directors necessary to constitute a
quorum.
ARTICLE VIII
Meetings of stockholders may be held within or without the
State of Delaware, as the By-laws may provide. The books of the
Company may be kept (subject to any provisions contained in the
statutes) outside the State of Delaware at such place or places
as may be designated from time to time by the Board of Directors
or in the By-laws of the Company. Any corporate action upon
which a vote of stockholders is required or permitted may be
taken without a meeting and vote of stockholders with the written
consent of stockholders having not less than a majority of the
total number of votes entitled to be cast upon the action, or
such larger percentage required by statute, if a meeting were
held. Prompt notice shall be given to all stockholders of the
taking of corporate action without a meeting by less than
unanimous written consent.
ARTICLE IX
The Company reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorpora
tion, in the manner now or hereafter prescribed by statute, and
all rights conferred upon stockholders herein are granted subject
to this reservation.
ARTICLE X
No director shall be personally liable to the Company or its
stockholders for monetary damages for any breach of fiduciary
duty by such director as a director, except (i) for breach of the
director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived an
improper personal benefit. No amendment to or repeal of this
Article X shall apply to or have any effect on the liability or
alleged liability of any director of the Company for or with
respect to any acts or omissions of such director occurring prior
to such amendment or repeal.
____________________________________________
6. This Restated Certificate of Incorporation shall
be effective upon its filing with the Secretary of State of
Delaware pursuant to Section 103 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, International Shipholding Corporation
has caused this certificate to be signed by Erik F. Johnsen, its
President and attested by George Denegre, its Secretary, this
17th day of April, 1996.
INTERNATIONAL SHIPHOLDING CORPORATION
BY:/S/ Erik F. Johnsen, President
______________________________________
Erik F. Johnsen, President
CORPORATE SEAL
ATTEST:
BY: /S/George Denegre, Secretary
_________________________________________
George Denegre, Secretary
