<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section
14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] 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 (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 appropriate box):
[ ] $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:
_________________________________
[X ] 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 Number:
__________________________________
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 17, 1996 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, 1996;
(iii) to consider and vote upon a proposal to amend
the Corporation's Certificate of Incorporation to
regulate the ownership of the capital stock of the
Corporation by persons who are not citizens of the
United States; and
(iv) 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, 1996, 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 12, 1996
<PAGE 1>
INTERNATIONAL SHIPHOLDING CORPORATION
17TH FLOOR
POYDRAS CENTER
650 POYDRAS STREET
NEW ORLEANS, LOUISIANA 70130
________________________
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 17, 1996, 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 12, 1996.
Only holders of record of the Corporation's Common
Stock at the close of business on March 1, 1996, are
entitled to notice of and to vote at the meeting. On that
date, the Corporation had outstanding 6,682,887 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, 1996 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) 1,033,139 (2) 15.46%
(Chairman of the Board
of the Corporation)
One Whitehall Street
New York, New York 10004
Erik F. Johnsen(1) 793,660 (3) 11.88%
(President and Director
of the Corporation)
650 Poydras Street
New Orleans, Louisiana 70130
FMR Corp. 611,375 (4) 9.15%
82 Devonshire Street
Boston, Massachusetts 02109
Niels M. Johnsen (1) 507,126 (5) 7.59%
(Vice President of the Corporation)
One Whitehall Street
New York, New York 10004
Sanford C. Bernstein & Co., Inc. 393,854(6) 5.89%
One State Street Plaza
New York, New York 10004
David L. Babson & Co., Inc. 447,056(7) 6.69%
One Memorial Drive
Cambridge, Massachusetts 02142-1300
T. Rowe Price Associates, Inc. 406,563(8) 6.08%
100 East Pratt Street
Baltimore, Maryland 21202
Dimensional Fund Advisors, Inc. 336,879(9) 5.04%
1299 Ocean Avenue
Santa Monica, California 90401
</TABLE>
_____
(1) Niels W. Johnsen and Erik F. Johnsen are brothers.
Niels M. Johnsen is the son of Niels W. Johnsen.
(2) Includes 224,622 shares owned by a corporation of which
Mr. Johnsen is a controlling shareholder. Also
includes 224,342 shares held in Grantor Retained
Annuity Trusts of which Niels W. Johnsen is income and
principal beneficiary.
(3) Includes 232,319 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 7,375 shares owned by Mr.
Johnsen's wife.
(4) Based on information contained in a joint filing on
Schedule 13G as of December 31, 1995 by FMR Corp.,
Edward C. Johnson 3d, Abigail P. Johnson, Fidelity
Management & Research Company and
<PAGE 3>
Fidelity Capital Appreciation Fund. Sole voting power
is held only with respect to 11,375 of the shares
reported. Fidelity Management & Research Company, a
wholly owned subsidiary of FMR Corp. and an investment
adviser, is the beneficial owner of all 611,375 shares
or 9.15% of the Corporation's Common Stock as a result
of acting as an investment adviser to various
investment companies and as a result of acting as a sub-
adviser to a unit trust established and authorized
under the laws of England. The ownership of one
company, Fidelity Capital Appreciation Company,
amounted to 600,000 shares or 8.98% of the Common Stock
of the Corporation.
(5) Includes 2,968 shares held in trust for Niels M.
Johnsen's daughter of which he is a trustee. Also
includes 224,622 shares owned by a corporation of which
Mr. Johnsen is a Vice President and Director and
224,342 shares held as a Co-trustee under Grantor
Retained Annuity Trusts referred to in footnote 2.
Includes 18,750 shares held by the Niels W. Johnsen
Foundation of which Niels M. Johnsen is a director.
(6) Based on information contained in Schedule 13G as of
December 31, 1995. Includes 273,037 shares
beneficially owned with sole voting power and 9,302
shares beneficially owned with shared power to vote.
Sole dispositive power reported with respect to all
393,854 shares.
(7) Based on information contained in Schedule 13G as of
December 31, 1995. Includes 306,331 shares
beneficially owned with sole voting power and 140,725
shares beneficially owned with shared power to vote.
Sole dispositive power reported with respect to all
447,056 shares.
(8) Based on information contained in Schedule 13G as of
December 31, 1995. These securities are owned by
various individual and institutional investors for
which T. Rowe Price Associates, Inc. (Price Associates)
serves as investment adviser with power to direct
investments and/or sole power to vote the securities.
Sole voting power is held only with respect to 22,500
of the shares reported. For the purposes of the
reporting requirements of the Securities Exchange Act
of 1934, Price Associates is deemed to be a beneficial
owner of such securities; however, Price Associates
expressly disclaims that it is, in fact, the beneficial
owner of such securities.
(9) Based on information contained in Schedule 13G as of
December 31, 1995. Includes 300,279 shares
beneficially owned with sole voting power. Sole
dispositive power reported with respect to all 336,879
shares. Persons who are officers of Dimensional Fund
Advisors Inc. also serve as officers of DFA Investment
Dimensions Group Inc., (the "Fund") and The DFA
Investment Trust Company (the "Trust"), each an open-
end management investment company registered under the
Investment Company Act of 1940. In their capacities as
officers of the Fund and the Trust, these persons vote
32,850 additional shares which are owned by the Fund
and 3,750 shares which are owned by the Trust.
As of March 1, 1996, Niels W. Johnsen and Erik F.
Johnsen were the beneficial owners of a total of 1,826,799
shares (27.34%) of the Corporation's Common Stock, and, to
the extent they act together, they may be deemed to be in
control of the Corporation.
<PAGE 4>
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, 1996, 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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE
NOMINEES BELOW.
<TABLE>
<CAPTION>
Name, Age, Principal Occupation Shares of
and Directorship in Other Public Common Stock Percent
Corporations Beneficially Owned of Class
_______________________________ _____________________ _________
<S> <C> <C>
Niels W. Johnsen, 73 (1)(2) 1,033,139(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, 70 (2)(3) 793,660(11) 11.88%
President of the Corporation;
director, First Commerce
Corporation, a bank holding company
Laurance Eustis, 82 25,000(12) .37%
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., 68 (4) 5,936 .09%
Director, Emigrant Savings Bank,
New York
Harold S. Grehan, Jr., 68 (5) 102,020 1.53%
Vice President of the Corporation
Niels M. Johnsen, 50 (2)(6) 507,126(13) 7.59%
Vice President of the Corporation
Edwin Lupberger, 59 (7) 1,249 .02%
Chairman of the Board, President,
Chief Executive
Officer and Director of Entergy
Corporation ("Entergy")
and Entergy Services, Inc.;
Chairman of the Board,
Chief Executive Officer and
director of its subsidiaries;
director, First Commerce
Corporation, a bank holding company
<PAGE 5>
Name, Age, Principal Occupation Shares of
Directorship in Other Public Common Stock Percent
Corporations Beneficially Owned of Class
_________________________________ ____________________ ________
Edward K. Trowbridge, 67 (8) 625(14) .01%
Erik L. Johnsen, 38 (2)(9) 64,159(15) .96%
Vice President of the Corporation
All executive officers and
directors as a group (11 persons) 2,048,952 30.66%
</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 a director
of the Corporation since its formation in 1979.
(6)Niels M. Johnsen joined Central Gulf in 1970 and held
various positions before being named Vice President in
1986.
(7)Mr. Lupberger has been the Chairman of the Board, Chief
Executive Officer and Director of Entergy Corporation
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 224,622 shares owned by a corporation of
which Niels W. Johnsen is the controlling shareholder.
Also includes 224,342 shares held in Grantor Retained
Annuity Trusts of which Niels W. Johnsen is income and
principal beneficiary.
(11) Includes 232,319 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 7,375 shares owned by Erik F.
Johnsen's wife.
(12) Total shares in the amount of 25,000 held in trust
for Mr. Eustis and wife. Mr. Eustis is trustee with
full voting and dispository power.
(13) Includes 2,968 shares held in trust for Niels M.
Johnsen's daughter of which he is a trustee. Also
includes 224,622 shares owned by a corporation of which
Mr. Johnsen is a Vice President and Director and 224,342
shares held as Co-trustee under Grantor Retained Annuity
Trusts referred to in footnote 10. Includes 18,750
shares held by the Niels W. Johnsen Foundation of which
Niels M. Johnsen is director.
(14) Shares owned jointly with wife.
(15) Includes 35,022 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 5,500 shares held in trust for Erik L.
Johnsen's two sons of which he is a trustee.
<PAGE 6>
During 1995, the Board of Directors of the Corporation
held four meetings. Each non-officer director received fees
of $15,000 per year plus $750 for each meeting of the Board
or a committee thereof attended ($375 if the committee
meeting was held on the same day as a Board meeting).
Effective January 1, 1996 each non-officer director will
receive fees of $16,000 per year. Additionally, each non-
officer director will receive $1,000 for each meeting of the
Board or a committee thereof attended.
The Board of Directors has an audit committee on which
Messrs. Eustis, O'Brien and Lupberger serve. The audit
committee has general responsibility for meeting from time
to time with representatives of the Corporation's
independent auditors in order to obtain an assessment of the
financial position and results of operations of the
Corporation and report to the Board with respect thereto.
The committee met once in 1995.
<PAGE 7>
EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION
The following table sets forth for the fiscal years
ended December 31, 1993, 1994 and 1995 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 1995:
<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 1995 $330,000 $ 74,250 $31,344(2)
1994 330,000 99,000 31,344(2)
1993 330,000 86,625 17,245(2)
Erik F. Johnsen,
President
of the Corporation 1995 330,000 74,250 17,132(3)
1994 330,000 99,000 17,132(3)
1993 330,000 86,625 8,295(3)
Niels M. Johnsen, Vice
President of the
Corporation 1995 172,500 45,000 500(4)
1994 135,000 43,500 500(4)
1993 123,400 34,125 500(4)
Harold S. Grehan, Vice
President of the
Corporation 1995 137,000 30,825 0
1994 124,500 41,100 0
1993 118,125 31,500 0
Erik L. Johnsen, Vice
President of the
Corporation 1995 132,500 32,625 0
1994 120,000 36,000 0
1993 109,167 31,500 0
</TABLE>
__________
(1)Represents cash bonuses earned with respect to services
rendered during 1995, 50% of which was paid in 1996 and
25% of which is to be paid in each of years 1997 and
1998.
(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 1995, $31,344 in 1994 and $17,245 in
1993.
(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 1995, 17,132 in 1994 and $8,295 in
1993.
(4)Consists of contributions made by the Corporation to its
401(k) plan on behalf of the employee.
<PAGE 8>
PENSION PLAN
The Corporation has in effect a defined benefit pension
plan, in which all employees of the Corporation and its
domestic subsidiaries who are not covered by union sponsored
plans may participate after one year of service.
Computation of benefits payable under the plan is based on
years of service and the employee's 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 $22,061 $29,415 $36,769 $44,123
$150,000 34,436 45,915 57,394 68,873
$200,000 46,811 62,415 78,019 93,623
$250,000 59,186 78,915 98,644 118,373
$300,000 71,561 95,415 119,269 143,123
$350,000 83,936 111,915 139,894 167,873
<FN>
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
1996, 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 1996 is $150,000. These dollar limits are
subject to cost of living increases in future years.
</TABLE>
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 1995
with the salary shown next to his name in such table. At
December 31, 1995, such individuals had 48, 43, 24, 37 and
16 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. Set
forth below is a report submitted by the Board addressing
the Corporation's executive compensation policies for 1995.
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 1995 (the "1995 Plan") adopted by the Board was
made up of two components, one
<PAGE 9>
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 1995
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. Based on the level
of profit and reduction of expenses achieved in 1995, each
executive officer earned a cash bonus equal to 22.5% of
salary.
In order to encourage the executive officers to remain
employed by the Corporation, one-half of the 1995 bonus was
paid in early 1996 and the remaining portion will be paid
one-half in 1997 and one-half in 1998, 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
1995 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 1995.
The law firm of Jones, Walker, Waechter, Poitevent,
Carrere and Denegre has represented the Corporation since
its inception. A son of the President of the Corporation
became a partner in the firm during 1992. Fees paid to the
firm for legal services rendered to the Corporation during
1995 were $1,301,000. The Corporation believes that these
services are provided on terms at least as favorable to the
Corporation as could be obtained from unaffiliated third
parties.
<PAGE 10>
PERFORMANCE GRAPH
The following performance graph compares the
performance of the Corporation's Common Stock to the S & P
500 Index and to an Industry Peer Group published by Value
Line, Inc. (which includes OMI Corporation, Overseas
Shipholding Group, American President Lines, Stolt Tankers,
Sea Containers Limited and Alexander and Baldwin) for the
Corporation's last five fiscal years.
<TABLE>
COMPARATIVE FIVE-YEAR TOTAL RETURNS*
INT'L SHIPHOLDING CORP, S&P 500, PEER GROUP
(PERFORMANCE RESULTS THROUGH 1/22/96)
<CAPTION>
Starting
Description Basis 1991 1992 1993 1994 1995
____________ ________ ______ ______ ______ ______ _____
<S> <C> <C> <C> <C> <C> <C>
INTL SHIPHLDING $100.00 $109.75 $ 91.93 $ 94.74 $100.13 $134.55
S & P 500 $100.00 $130.47 $140.41 $154.56 $156.60 $214.86
PEER GROUP $100.00 $146.22 $124.63 $157.85 $150.22 $159.35
</TABLE>
________________
Assumes $100 invested at the close of trading on the last
trading day preceding the first day of the fifth preceding
fiscal year in ISH common stock, S&P 500, and Peer Group.
*Cumulative total return assumes reinvestment of dividends.
<PAGE 11>
PROPOSAL TO RATIFY THE SELECTION OF INDEPENDENT AUDITORS
The Corporation's 1995 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 31,1996,
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
PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION
GENERAL
The Board of Directors of the Corporation has adopted
unanimously a resolution proposing an amendment (the
"Amendment") to the Certificate of Incorporation of the
Corporation to enable the Corporation to regulate the
ownership of its capital stock by persons who are not
citizens of the United States. The Amendment, a copy of
which is attached hereto as Appendix A and is incorporated
herein by reference, is intended to assure that the
Corporation will continue to satisfy the domestic stock
ownership requirements of the Merchant Marine Act, 1920, as
amended, the Merchant Marine Act, 1936, as amended, and the
Shipping Act, 1916, as amended (collectively, the "Maritime
Laws"). The Corporation must comply with these stock
ownership requirements in order to assure that it will
continue to be permitted to engage in United States
coastwise trade, as well as participate in certain
financing, operating differential subsidy or other maritime
subsidy programs administered by the United States Maritime
Administration ("MARAD").
The affirmative vote of the holders of a majority of the
outstanding shares of Common Stock of the Corporation is
required to approve the Amendment. THE BOARD OF DIRECTORS
BELIEVES THE AMENDMENT IS IN THE BEST INTEREST OF THE
CORPORATION AND ITS STOCKHOLDERS, AND UNANIMOUSLY RECOMMENDS
THAT THE STOCKHOLDERS VOTE FOR ITS ADOPTION.
DESCRIPTION OF AMENDMENT PROVISIONS
If the Amendment is adopted, any transfer or purported
transfer of shares of the Capital Stock (as defined below)
of the Corporation that would result in the ownership by Non-
Citizens (as defined below) of Capital Stock having more
than 23% (the "Permitted Amount") of the Total Voting Power
(as defined below) of the Corporation would be void and
would not be effective against the Corporation except for
the purpose of enabling the Corporation to effect certain
remedies that are described below. The Amendment defines
Capital Stock as any class or series of capital stock of the
Corporation (other than such class or classes of the
Corporation's stock, if any, that MARAD permits to be
excluded from the determination of whether the Corporation
is in compliance with the citizenship requirements of the
Maritime Laws), and defines Total Voting Power as the total
number of votes that may be cast by shares of the
Corporation's capital stock with respect to the election of
its directors.
<PAGE 12>
The Amendment further defines a Non-Citizen as any
Person (defined as including an individual, corporation,
partnership, limited liability company, trust, joint venture
or other association) other than a Citizen, and a Citizen is
defined as:
(i) any individual who is a citizen of the United
States;
(ii) any corporation, partnership, association or
limited liability company (A) that is organized under the
laws of the United States or of a state, territory, district
or possession thereof, (B) of which not less than 75% of its
stock or equity interest is beneficially owned by Persons
who are Citizens, (C) 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 (or, in the case of a partnership, all
of its general partners are Citizens), and (D) of which more
than 50% of the number of its directors (or equivalent
persons) necessary to constitute a quorum are Citizens;
(iii) any joint venture (if not an association,
corporation or partnership) (A) that is organized under
the laws of the United States or of a state, territory,
district or possession thereof and (B) all co-venturers
of which are Citizens; and
(iv) any trust (A) that is domiciled in and existing
under the laws of the United States or of a state,
territory, district or possession thereof, (B) the trustee
of which is a Citizen, and (C) of which not less than a 75%
interest is held for the benefit of Citizens.
Under the Amendment, voting rights will be denied to any
shares owned by Non-Citizens in excess of the Permitted
Amount (the "Excess Shares"), and dividends will be withheld
by the Corporation with respect to such Excess Shares,
pending transfer of the Excess Shares to a Citizen or a
reduction in the aggregate number of shares owned by Non-
Citizens to or below the Permitted Amount. The
Corporation's Board of Directors will have the power to make
a conclusive determination as to those shares of the
Corporation capital stock that constitute the Excess Shares.
This determination will be made by reference to the most
recent acquisitions of shares of Capital Stock of the
Corporation by Non-Citizens.
In addition, the Amendment would authorize, but not
require, the Corporation to redeem shares of Capital Stock
owned by Non-Citizens in excess of the Permitted Amount in
order to reduce ownership by Non-Citizens to the Permitted
Amount. The redemption price would be equal to (i) the
average of the closing price of such shares on the New York
Stock Exchange (or, if the Capital Stock is not traded on
the New York Stock Exchange, on any other national security
exchange on which it is listed, and if not listed on any
national security exchange, the closing sales prices on the
NASDAQ National Market, and if not so quoted, the mean
between the representative bid and ask prices as quoted by
NASDAQ or other generally recognized reporting system, and
if not so quoted, as determined in good faith by the Board
of Directors) during the 10 trading days prior to the notice
of redemption and (ii) any dividend or other distribution
declared with respect to such shares prior to the date such
shares are called for redemption but which has been withheld
by the Corporation. The Corporation would have the option
to pay the redemption price for any shares owned by Non-
Citizens in excess of the Permitted Amount in cash or by
delivery of a promissory note having a maturity of not more
than ten years from the date of issuance and bearing
interest at a rate equal to the then current coupon rate of
a 10-year Treasury note.
The Amendment would also authorize the Board of
Directors to implement in the future measures necessary or
desirable to assure that it can monitor effectively the
citizenship of the holders of its Capital Stock. To that
end, the Board would have the authority to require proof of
citizenship, of existing or prospective stockholders, as
well as to implement and maintain a dual stock certificate
system under which
<PAGE 13>
different forms of stock certificates representing
outstanding shares of the Company's Capital Stock would be
issued to Citizens or Non-Citizens. If a dual stock
certificate system were to be implemented, any stock
certificate surrendered for transfer thereafter would have
to be accompanied by a citizenship certificate signed by the
transferee and any additional proof of citizenship requested
by the Corporation or its transfer agent, with the transfer
agent then registering the transfer and issuance of a new
stock certificate designated as Citizen or Non-Citizen
depending upon the citizenship of the new owner. In
addition, to the extent necessary to enable the Corporation
to determine the number of shares owned by Non-Citizens for
purposes of submitting the proof of United States
citizenship required under the Maritime Laws, the
Corporation could require record holders and beneficial
owners from time to time to confirm their citizenship status
and could, in the discretion of the Board of Directors,
temporarily withhold dividends payable, and deny voting
rights, with respect to the shares of Capital Stock held by
any such record holder and beneficial owner until
confirmation of its citizenship status is received. The
Corporation's management has been advised by its transfer
agent and by certain nominee holders of the Corporation's
Common Stock (including The Depository Trust Company) that
dual stock certificate systems for other similarly situated
companies are currently in place and that the transfer agent
would be able to implement procedures pursuant to which the
Corporation would be able to monitor the citizenship of the
beneficial owners of its securities following the
implementation of a dual stock certificate system.
Based on its current low level of stock ownership by Non-
Citizens, the Board of Directors has determined that it is
unnecessary to implement a dual stock certificate system at
this time. However, the Board of Directors intends to
review periodically its level of stock ownership by Non-
Citizens, and it is possible that the Board would implement
a dual stock certificate system if the level of stock
ownership by Non-Citizens materially increases in the
future. Stockholders should not seek to exchange their
stock certificates at this time. If a dual stock
certificate system is implemented in the future,
instructions regarding the exchange of outstanding stock
certificates for "Citizen" and "Non-Citizen" stock
certificates will be mailed to the stockholders of the
Corporation at that time.
BACKGROUND AND PURPOSE OF THE AMENDMENT
Under the Maritime Laws, the Corporation must be a
Citizen of the United States in order for its vessels to
lawfully transport passengers and merchandise between points
in the United States (defined as "operating in the coastwise
trade"). In addition, maintaining its status as a Citizen
is a condition to the Corporation's right to participate in
certain financing, operating differential subsidy and other
maritime subsidy programs administered by the United States
Maritime Administration.
In order to be a Citizen, not less than 75% of the
Corporation's Capital Stock must be beneficially owned by
Citizens. Under regulations issued by the Secretary, a
corporation may use the "fair inference test" in proving its
status as a Citizen. Under the fair inference test, the
Secretary will infer that the 75% ownership requirement has
been satisfied if 95% of the mailing addresses of the
corporation's stockholders are within the United States.
The Corporation monitors its stock ownership records to
verify its continuing compliance with the stock ownership
requirements, and, to date, has been able to use the fair
inference test. However, it is possible that future changes
in ownership of the Corporation's Capital Stock would
eliminate the availability of the fair inference test. If
the fair inference test is not satisfied, the regulations
require a corporation to prove that the ultimate owners of
at least 75% of its Capital Stock are Citizens. Moreover,
the regulations also require a corporation to supply
citizenship information regarding any stockholder owning 5%
or more of its issued and outstanding Capital Stock. Thus
far, the Corporation has also been successful in obtaining
the requisite proof of citizenship from its major
stockholders. Nevertheless, in view of the
<PAGE 14>
potentially serious consequences (discussed below) of the
Corporation's failure to prove that it meets the citizenship
requirements of the Maritime Laws, and in view of the
potential difficulty in establishing its status as a Citizen
if there is any material change in the composition of its
stockholders, the Board of Directors believes that
implementation of the Amendment is highly desirable.
Certain of the Corporation's operations, including its
subsidized U.S. flag LASH (Lighter Aboard Ship) operations
and its carriage of U.S. foreign aid cargoes, require it to
be a Citizen. Failure to maintain its citizenship status
would jeopardize the ability of the Corporation to continue
these operations. In addition, the Corporation also is a
participant in an operating differential subsidy program and
other maritime subsidy programs administered by MARAD. The
Corporation's entitlement to these subsidies is also
dependent on its status as a Citizen. For the year ended
December 31, 1995, the subsidies amounted to $22.7 million.
The Corporation also owns vessels financed under Title
XI of the Merchant Marine Act, 1936, as amended (the
obligations of the Corporation relating to such vessels
being referred to herein as the "Title XI Contracts"), and
the United States has guaranteed the obligations issued to
finance those vessels. Pursuant to the Title XI Contracts,
the Corporation must submit to the Secretary of
Transportation (the "Secretary"), within 30 days after each
annual meeting of stockholders, proof that the Corporation
is a United States citizen. If the Corporation were to fail
to submit the required proof of United States citizenship,
and the Secretary gave appropriate notice, the indenture
trustee under the Title XI Contracts and the holders of
obligations would have the right to demand payment of the
guarantees by the United States, and the Secretary would
have the right to accelerate the obligations under the Title
XI Contracts, in which case, the Corporation's other debt
facilities could also be accelerated. The principal amount
of the obligations outstanding under the Title XI Contracts
was approximately $50.4 million as of December 31, 1995.
EFFECT OF AMENDMENT ON STOCKHOLDERS
Although the implementation of the Amendment will not
affect the rights of the Corporation's stockholders who are
Citizens to hold its outstanding Common Stock, if the number
of shares of Common Stock held by Non-Citizens approaches
the Permitted Amount, the ability of stockholders of the
Corporation who are Citizens to sell Common Stock to Non-
Citizens may be curtailed, which could have an adverse
effect on the liquidity of their holdings of Common Stock.
Because sales of Common Stock of the Corporation by Citizens
and Non-Citizens to Citizens will not be affected by the
implementation of the Amendment, any such effect is not
expected to be material.
Based on information supplied to the Corporation by its
transfer agent, approximately .01% of the Common Stock of
the Corporation outstanding was held of record by Non-
Citizens as of March 1, 1996. Although record ownership is
not necessarily indicative of the beneficial ownership of
such shares, the Board of Directors has no reason to believe
that the percentage of the Common Stock of the Corporation
beneficially owned by Non-Citizens is materially higher than
the percentage reflected in its stock transfer records.
Because any remedies that may be imposed by the Corporation
pursuant to the Amendment will be imposed solely on the
Excess Shares, determined as described above, and because it
is not expected that there will be any Excess Shares at the
time the Amendment is approved, implementation of the
Amendment is not expected to have any immediate effect on
current stockholders of the Corporation.
<PAGE 15>
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,
directors will be elected by plurality vote, the affirmative
vote of a majority of the outstanding shares of Common Stock
of the Corporation will be necessary to approve the
Amendment, and the vote of a majority of the Common Stock
present or represented will decide all other questions
properly brought before the meeting.
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
proposals 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, the Proposed Amendment 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. To be adopted, the Proposed
Amendment must be approved by the affirmative vote of a
majority of the outstanding shares of Common Stock of the
Corporation; accordingly, abstentions and broker non-votes
will have the same effect as a vote "against" the Amendment.
With respect to the proposal to ratify the selection of
independent auditors and any other matter that is properly
before the meeting, an abstention from voting on the
proposal by a shareholder will have the same effect as a
vote "against" the proposal, and a broker non-vote will be
counted as "not present" with respect to the proposal and
therefore will have no effect on the outcome of the vote
with respect thereto.
STOCKHOLDER PROPOSALS
Any stockholder who desires to present a proposal
qualified for inclusion in the Corporation's proxy material
relating to the 1997 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 8, 1996.
BY ORDER OF THE BOARD OF DIRECTORS
GEORGE DENEGRE
Secretary
New Orleans, Louisiana
March 12, 1996
<PAGE>
APPENDIX A
INTERNATIONAL SHIPHOLDING CORPORATION
PROPOSED AMENDMENT
TO
CERTIFICATE OF INCORPORATION
Pursuant to the proposed Amendment of the Corporation's
Certificate of Incorporation, Articles V through IX are
hereby renumbered as Articles VI through X and a new Article
V is hereby added to read in its entirety as follows:
ARTICLE V
LIMITATIONS ON OWNERSHIP BY NON-U.S. CITIZENS
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;
<PAGE>
(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 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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
INTERNATIONAL SHIPHOLDING CORPORATION PROXY
650 Poydras Street, New Orleans, Louisiana 70130
____________________________________________________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Niels W. Johnsen, Erik
F. Johnsen and George Denegre, or any one or more of them,
as proxies, each with the power to appoint his substitute,
and hereby authorizes each of them to represent and to vote,
as designated below, all the shares of common stock of
international Shipholding Corporation held of record by the
undersigned on March 1, 1996 at the annual meeting of
shareholders to be held on April 17, 1996, or any
adjournment thereof.
1. ELECTION OF DIRECTORS
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the To vote for all nominees listed
contrary below) ____ below ____
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME 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, 1996.
FOR _____ AGAINST _____ ABSTAIN_____
3. Proposal to amend the corporation's Certificate of Incorporation
to regulate the ownership of the capital stock of the Corporation
by persons who are not citizens of the United States.
FOR _____ AGAINST _____ ABSTAIN_____
4. 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 BY THE UNDERSIGNED STOCKHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1,
2 AND 3.
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.
