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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
International Shipholding Corporation
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(Name of Issuer)
Common Stock, $1.00 par value per share
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(Title of Class of Securities)
460321201
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(CUSIP Number)
Erik F. Johnsen
Suite 1700
650 Poydras Street
New Orleans, Louisiana 70130
504-529-5470
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 8, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box__.
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CUSIP No. 460321201 Page 2 of 7 Pages
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1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Erik F. Johnsen
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2) Check the Appropriate Box if a Member of a Group
(a)................................................... ____
(b)................................................... ____
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3) SEC Use Only
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4) Source of Funds
OO
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5) Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) ____
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6) Citizenship or Place of Organization
United States
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Number of 7) Sole Voting Power..................... 754,885
Shares Bene-
ficially 8) Shared Voting Power................... 7,875
Owned By
Each Reporting 9) Sole Dispositive Power................ 754,885
Person
With 10) Shared Dispositive Power.............. 7,875
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11) Aggregate Amount Beneficially Owned by Each
Reporting Person........................................ 762,760
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12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares................................. ____
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13) Percent of Class Represented by Amount
in Row (11)............................................. 11.41%
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14) Type of Reporting Person................................ IN
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CUSIP No. 460321201 Page 3 of 7 Pages
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1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Erik F. Johnsen Family Limited Partnership
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2) Check the Appropriate Box if a Member of a Group
(a)..................................................... ____
(b)..................................................... ____
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3) SEC Use Only
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4) Source of Funds
OO
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5) Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) _____
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6) Citizenship or Place of Organization -
Louisiana
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Number of 7) Sole Voting Power..................... 505,000
Shares Bene-
fically 8) Shared Voting Power................... 0
Owned by
Each Reporting 9) Sole Dispositive Power................ 505,000
Person
With 10) Shared Dispositive Power.............. 0
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11) Aggregate Amount Beneficially Owned by Each
Reporting Person......................................... 505,000
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12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares.................................. ____
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13) Percent of Class Represented by Amount
in Row (11).............................................. 7.56%
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14) Type of Reporting Person................................. PN
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CUSIP No. 460321201 Page 4 of 7 Pages
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $1.00 par value per share
(the "Common Stock"), of International Shipholding Corporation (the
"Issuer"), a Delaware corporation. The address of the principal executive
offices of the Issuer is 650 Poydras Street, Suite 1700, New Orleans,
Louisiana 70130.
ITEM 2. IDENTITY AND BACKGROUND
(a) Names of Reporting Persons:
Erik F. Johnsen
Erik F. Johnsen Family Limited Partnership (the "Partnership")
(b) Principal Business Address of Reporting Persons
650 Poydras Street, Suite 1700
New Orleans, Louisiana 70130
(c) Mr. Johnsen is President and a Director of the Issuer and a general
partner of the Partnership. The Partnership, a Louisiana
partnership in commendam, was formed on October 8, 1997 for the
acquisition, holding and management of investment property.
(a), (b), and (c) Set forth below with respect to each of the general
partners of the Partnership (other than Erik F. Johnsen) is such person's
name, business address and principal occupation. The other general partners
are Mr. Johnsen's sons.
BUSINESS PRESENT PRINCIPAL
NAME ADDRESS OCCUPATION
- -------------------- ---------------------- ------------------------------
Erik L. Johnsen 650 Poydras Street, Vice President - International
Suite 1700 International Shipholding
New Orleans, LA 70130 Corporation
R. Christian Johnsen 1776 Eye Street, N.W., Partner in the law firm of
Suite 245 Jones, Walker, Waechter,
Washington, D.C. Poitevent, Carrere & Denegre,
20006-3700 L.L.P.
(d) Neither Mr. Johnsen nor either of the other general partners of the
Partnership has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the past five years.
(e) Neither Mr. Johnsen nor either of the other general partners of the
Partnership has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order
enjoining future
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violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws
during the past five years.
(f) Mr. Johnsen and each of the other general partners of the Partnership
is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Johnsen contributed 505,000 shares of the Common Stock previously
directly owned by him to the Partnership.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock were transferred to the Partnership in
order to centralize the management and ownership of investment property
by Mr. Johnsen and his family. The Partnership acquired the Common
Stock for investment purposes.
(a)-(j) Mr. Johnsen may transfer an aggregate of 232,319 shares that
he holds for his children and trusts for his children to his children and
such trusts. Such shares were held by Mr. Johnsen pursuant to an Agreement
filed as Exhibit B hereto, the term of which expired September 30, 1997.
The Reporting Persons have no other plans or proposals that relate to
or that would result in any of the actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUERS
(a)(b) As of the date hereof, the Reporting Persons, in the aggregate,
beneficially own 762,760 shares of the Common Stock, which is approximately
11.14% of the shares of the Common Stock believed to be outstanding. Mr.
Johnsen has sole voting and investment power with respect to 754,885 shares
(including the 505,000 shares held by the Partnership) but Mr.
Johnsen disclaims beneficial ownership of 232,319 shares held for the
benefit of his children pursuant to the Agreement filed as Exhibit B
to this Schedule 13D. Mr. Johnsen is reporting shared voting and investment
power over 7,875 shares held by his spouse, with respect to which he
disclaims beneficial ownership. The Partnership has sole voting and
investment power over 505,000 shares. Erik L. Johnsen, a general partner
of the Partnership, holds 18,737 shares with sole voting and investment
power (.28% of outstanding shares), R. Christian Johnsen, a general partner
of the Partnership, holds sole voting and investment power with respect to
5,365 shares (.08%) of the outstanding shares. Erik L. Johnsen and R.
Christian Johnsen also own 35,022 shares and 80,022 shares, respectively,
over which their father, Erik F. Johnsen, holds sole voting and
investment power pursuant to the Agreement filed as Exhibit B hereto.
Mr. Johnsen and the Partnership disclaim beneficial ownership of the
shares of Common Stock held by the other general partners of the Partnership.
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CUSIP No. 460321201 Page 6 of 7 Pages
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(c) Neither the Partnership, Mr. Johnsen nor the other general partners
of the Partnership have had any transactions in Common Stock of the
Issuer in the past 60 days.
(d) Other party with right to receive or direct receipt of dividends
or proceeds:
Not applicable.
(e) Date Reporting Person ceased to beneficially own more than 5% of
shares:
Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Mr. Johnsen entered into an agreement on September 30, 1987 with
his children and trusts for his children under which Mr. Johnsen
would continue to hold in his name and have sole voting and
investment power with respect to shares Mr. Johnsen's children
inherited from their mother. A total of 232,319 shares remained
subject to the Agreement when it expired by its terms on
September 30, 1997. Since the agreement has expired, Mr.
Johnsen's children or trustees for their trusts could require that
the shares covered by the agreement be transferred at any time to
the individual children (all of whom are adults) or to the trusts
for their benefit.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. A written agreement relating to the filing of a joint statement
as required by Rule 13d-1(f) under the Securities Exchange
Act of 1934.
B. The Agreement described in Item 6.
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CUSIP No. 460321201 Page 7 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: November 7, 1997
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/s/ Erik F. Johnsen
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Erik F. Johnsen
ERIK F. JOHNSEN FAMILY
LIMITED PARTNERSHIP
By: /s/ Erik F. Johnsen
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Erik F. Johnsen,
General Partner
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EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D dated November 7, 1997
relating to the shares of common stock, $0.001 par value per share, of
International Shipholding Corporation, to which this Agreement is attached as
Exhibit A, shall be filed on behalf of the undersigned.
/s/ Erik F. Johnsen
---------------------------------
Erik F. Johnsen
ERIK F. JOHNSEN FAMILY
LIMITED PARTNERSHIP
By: /s/ Erik F. Johnsen
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Erik F. Johnsen,
General Partner
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EXHIBIT B
AGREEMENT
THIS AGREEMENT entered into September 30, 1987, by and between ERIK F.
JOHNSEN, on the one hand and KAREN JOHNSEN BALDWIN, ERIK LEE JOHNSEN, ANNE
ELISABET JOHNSEN and ROLF CHRISTIAN JOHNSEN, ("Beneficiaries") and NIELS
W. JOHNSEN and GEORGE DENEGRE, Trustees, on the other hand.
WHEREAS, the Last Will and Testament of Edna Lee Johnsen, which
was admitted to probate, No. 77-1370 of the Docket of the Civil District
Court for the Parish of Orleans, provided that one-half of her separate
property and her interest in the community should be held by Niels W.
Johnsen and George Denegre, as Trustees ("Trustees") for her four children,
the Beneficiaries, with each Beneficiary to receive one-half of the corpus
at age twenty-five (25) and the remainder at age thirty-five (35), all
subject to a usufruct in favor of Erik F. Johnsen ("EFJ");
WHEREAS, as a result of the Judgment of Possession in the Succession
of Edna Lee Johnsen aforesaid, the Trustees became the owners of twenty-four
thousand five hundred fifty-six (24,556) shares of Trans Union Corporation
stock;
WHEREAS, the Trustees and those of the Beneficiaries who were entitled
to receive a part of their interest, have from time to time, requested EFJ
to continue to hold the Stock in his name and subsequently, upon the sale
of the Stock, to purchase in his own name shares of International
Shipholding Corporation ("ISC");
WHEREAS, as a result of the sale and purchase above referred to,
EFJ holds in his name 204,856 shares of ISC stock belonging to the Trusts
or the individual Beneficiaries, as follows:
Karen Johnsen Baldwin 25,607
Erik Lee Johnsen 25,607
Anne Elisabet Johnsen 25,607
Rolf Christian Johnsen 25,607
Trust for Karen Johnsen Baldwin 25,607
Trust for Erik Lee Johnsen 25,607
Trust for Anne Elisabet Johnsen 25,607
Trust for Rolf Christian Johnsen 25,607
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WHEREAS, in connection with a proposed sale of preferred stock
by ISC, which sale is to the benefit of the Trustees and individual
Beneficiaries as shareholders of ISC, it has become necessary for EFJ to
execute an Agreement with the holders of preferred stock of ISC which
provides that EFJ and N. W. Johnsen will continue to hold and control at least
thirty per cent (30%) of the outstanding common capital stock of ISC and
further that certain certificates in the name of EFJ be legended to so
provide, all as set out in an approval agreement as set out below.
NOW, THEREFORE, THIS INSTRUMENT WITNESSETH:
1. EFJ shall continue to hold certificates representing the
Stock in his name and shall be entitled to deal with them in every respect
as though they were his own, including without limitation, the right to:
a. Vote them;
b. Use them as collateral for loans;
c. Sell them;
d. Cause a legend to be placed on them as above provided.
2. All profits and losses arising as income or expenses or as a
result of capital transactions with regard to the Stock shall be for the
account of the Trusts and Beneficiaries and EFJ shall from time to time
provide an accounting to the Trustees and Beneficiaries of his
administration of the Stock.
3. Without limitation on the above and foregoing, the Trustees and
Beneficiaries agree that in connection with a Common Stock Transfer
Restriction Agreement dated as of October 1, 1987 executed in connection
with the sale of ISC Cumulative Preferred Stock Series A and Common
Stock Purchase Warrants issued and sold pursuant to certain Preferred
Stock and Common Stock Warrant Purchase Agreement the following legend may
be placed on all or part of the Stock:
"The shares represented by this certificate are subject to the
terms, conditions and options contained in a certain Common
Stock Transfer Restriction Agreement dated as of October 1, 1987,
and notice is hereby given that the shares represented by
this certificate may only be dealt with as provided therein, and
that said shares and any sale thereof are subject to the terms,
conditions and options contained in the Common Stock Transfer
Restriction Agreement, a copy of which is on file at the office
of the Company."
4. The Trustees and Beneficiaries acknowledge that any benefits
arising from assets held by EFJ for the Trusts and Beneficiaries have been
fully accounted for and the Trusts and Beneficiaries have received benefits
in excess of any income arising from such assets as of the date hereof.
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5. This Agreement will continue for a period of ten (10) years from
the date hereof.
Executed in multiple originals, as of the day and date first above
written.
/s/ Erik F. Johnsen
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Erik F. Johnsen
/s/ Karen Johnsen Baldwin
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Karen Johnsen Baldwin
/s/ Erik Lee Johnsen
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Erik Lee Johnsen
/s/ Anne Elisabet Johnsen
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Anne Elisabet Johnsen
/s/ Rolf Christian Johnsen
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Rolf Christian Johnsen
/s/ Niels W. Johnsen
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Niels W. Johnsen, Trustee for
Karen Johnsen Baldwin, Erik
Lee Johnsen, Anne Elisabet
Johnsen and Rolf Christian
Johnsen
/s/ George Denegre
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George Denegre, Trustee for
Karen Johnsen Baldwin, Erik
Lee Johnsen, Anne Elisabet
Johnsen and Rolf Christian
Johnsen
