SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
To Registration Statement on Form 8-A
effective October 30, 1991 relating to
Common Stock, par value $1.00
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INTERNATIONAL SHIPHOLDING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-2989662
(State of incorporation (I.R.S. Employer
or organization) Identification Number)
650 POYDRAS STREET, SUITE 1700, NEW ORLEANS, LOUISIANA 70130
(Address of principal executive offices) (Zip Code)
Securities registered hereunder pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE
SO REGISTERED ON WHICH EACH CLASS IS REGISTERED
Common Stock, New York Stock Exchange
par value $1.00
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box.
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box.
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
International Shipholding Corporation (the "Company") hereby amends its
Registration Statement on Form 8-A in its entirety to read in the manner
set forth immediately below.
ITEM 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
GENERAL
The Company's authorized capital stock consists of ten million shares
of common stock, $1.00 par value per share (the "Common Stock"), of which
6,682,887 shares were outstanding as of October 9, 1998, and one million
shares of preferred stock, $1.00 par value per share (the "Preferred
Stock"), none of which were outstanding as of October 9, 1998. The
following description of the Common Stock and the Preferred Stock is
qualified in its entirety by reference to (i) the Company's Certificate of
Incorporation (the "Certificate") and Bylaws, which are incorporated herein
by reference as exhibits to this Registration Statement and (ii) the
applicable provisions of the Delaware General Corporation Law.
PREFERRED STOCK
AUTHORITY OF THE BOARD TO ISSUE. The Board of Directors of the
Company is authorized, without action of its stockholders, to issue
Preferred Stock from time to time in one or more series and to establish
the voting powers, designations, preferences and relative, optional or
other special rights and qualifications, limitations or restrictions, of
such series, to the full extent permitted by law. The authority of the
Board of Directors includes, but is not limited to, the determination or
fixing of the following with respect to each series of Preferred Stock that
may be issued: (i) the number of shares constituting such series, which may
be increased or decreased in accordance with the Certificate; (ii) the
dividend rights and the dividend preferences, if any, over any other class
or series; (iii) the liquidation rights and the liquidation preferences, if
any, over any other class or series; (iv) the time during which, the price
at which, and the terms and conditions on which shares may be redeemed; (v)
the terms of any purchase, retirement or sinking funds; (vi) the terms and
conditions of any conversion or exchange of such shares for shares of any
other series, class or any other securities; and (vii) any voting powers.
All of the rights of the holders of Preferred Stock described herein
are subject to the terms of the Certificate described below under
"Ownership of Stock by Non-United States Citizens."
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 or by resolution of the Board
of Directors providing for the issue of such series of Preferred Stock. No
accumulated dividends on Preferred Stock will bear interest.
LIMITATION ON LIQUIDATION DISTRIBUTIONS. In the event of any
liquidation of the Company, the holders of Preferred Stock of each series
will be entitled to receive only such amount as will have been fixed by the
Certificate or by resolution of the Board of Directors providing for the
issue of such series. A consolidation or merger of the Company with or
into another corporation or a sale, lease or exchange of all or
substantially all of the assets of the Company will not be deemed to be a
liquidation, dissolution or winding up, within the meaning of such terms in
the Certificate.
COMMON STOCK
All of the rights of the holders of Common Stock described below are
subject to the terms of the Certificate described below under "Ownership of
Stock by Non-United States Citizens."
DIVIDEND RIGHTS. Subject to the preferences of any Preferred Stock
and any other stock ranking prior to the Common Stock as to dividends and
subject to certain restrictions set forth in certain of the Company's debt
instruments, holders of Common Stock will be entitled to receive dividends
when, as and if declared by the Board of Directors, out of funds legally
available therefor.
VOTING RIGHTS. Each holder of record of Common Stock is entitled to
one vote for each share on all matters on which stockholders are entitled
to vote. Holders of Common Stock do not have cumulative voting rights. As
a result, the holders of more than 50% of the Company's voting power may
elect all of the directors if they so desire.
LIQUIDATION RIGHTS. Upon the dissolution, liquidation or winding up
of the Company, after payments of debts and expenses and payment of the
liquidation preference plus any accrued dividends on any outstanding shares
of Preferred Stock, the holders of Common Stock will be entitled to receive
all remaining assets of the Company ratably in proportion to the number of
shares held by them, unless and to the extent that holders of Preferred
Stock are entitled to participate with the holders of Common Stock in
receiving distributions of such remaining assets.
PREEMPTIVE AND OTHER RIGHTS. Holders of shares of Common Stock have no
pre-emptive, subscription or conversion rights and are not subject to
further calls or assessments, or rights of redemption by the Company.
OWNERSHIP OF STOCK BY NON-UNITED STATES CITIZENS
The Company must comply with certain stock ownership requirements in
order to assure that it will be permitted to engage in United States
coastwise trade, as well as participate in certain financing, operating
differential subsidy and other maritime subsidy programs administered by
the United States Maritime Administration ("MARAD"). To assure such
compliance, the Certificate includes certain provisions designed to enable
the Company to regulate the ownership of its capital stock by persons who
are not citizens of the United States.
The Certificate provides any transfer or purported transfer of shares
of the Capital Stock (as defined below) of the Company 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 Company would be void and would not be effective
against the Company except for the purpose of enabling the Company to
effect certain remedies that are described below. The Certificate defines
Capital Stock as any class or series of capital stock of the Company (other
than such class or classes of the Company's stock, if any, that MARAD
permits to be excluded from the determination of whether the Company 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 Company's capital stock with respect to the election of its
directors.
The Certificate 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.
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 Company 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 Company's Board of Directors will have the power to make a conclusive
determination as to those shares of the Company's 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 Company
by Non-Citizens.
In addition, the Certificate authorizes, but does not require, the
Company 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 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
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 Company. The Company 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 be 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 Certificate also authorizes the Board of Directors to implement
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 has 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 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
Company 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 Company 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 Company 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.
Based on its current low level of stock ownership by Non-Citizens, the
Board of Directors has not implemented 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.
CERTIFICATE AND BY-LAW PROVISIONS WITH POSSIBLE ANTI-TAKEOVER EFFECTS.
Certain provisions of the Certificate and By-laws that are described
below may have the effect, either alone or in combination with each other,
of making more difficult or discouraging an acquisition of the Company
deemed undesirable by the Board of Directors.
AUTHORIZED BUT UNISSUED STOCK. The existence of authorized but
unissued Common Stock and the undesignated Preferred Stock may enable the
Board of Directors to make more difficult or to discourage an attempt to
obtain control of the Company by means of a merger, tender offer, proxy
contest or otherwise. If, in the exercise of its fiduciary
responsibilities, the Board of Directors were to determine that a takeover
proposal was not in the Company's best interest, such shares could be
issued by the Board of Directors without stockholder approval in one or
more transactions that might prevent or make more difficult or costly the
completion of the takeover transaction by diluting the voting or other
rights of the proposed acquiror or insurgent stockholder group, by creating
a substantial voting block in institutional or other hands that might
undertake to support the position of the incumbent Board of Directors, by
effecting an acquisition that might complicate or preclude the takeover, or
otherwise.
The Certificate grants the Board of Directors broad power to establish
the rights and preferences of the authorized and unissued Preferred Stock,
one or more series of which could be issued entitling holders (i) to vote
separately as a class on any proposed merger or consolidation, (ii) to cast
a proportionately larger vote together with the Common Stock on any such
transaction or for all purposes, (iii) to elect directors having terms of
office or voting rights greater than those of other directors, (iv) to
convert Preferred Stock into a greater number of shares of Common Stock or
other securities, (v) to demand redemption at a specified price under
prescribed circumstances related to a change of control or (vi) to exercise
other rights that could have the effect of impeding a takeover. The
issuance of shares of Preferred Stock pursuant to the Board of Directors'
authority described above may adversely effect the rights of holders of the
Common Stock.
AMENDMENT OF THE BY-LAWS. Under Delaware law, the power to adopt,
amend or repeal by-laws is conferred upon the stockholders; however, a
corporation may in its certificate of incorporation also confer upon the
board of directors the power to adopt, amend, alter or repeal its By-laws.
The Certificate and By-laws grant the Board of Directors the power to
adopt, amend and repeal the By-laws at any regular or special meeting of
the Board of Directors.
SPECIAL MEETINGS OF THE STOCKHOLDERS. The Company's By-laws provide
that special meetings of stockholders may be called only by the Chairman of
the Board of Directors, the president, secretary or a majority of the Board
of Directors. Stockholders do not have the power to call a special
meeting.
The provisions described above may tend to deter any potential
unfriendly offers or other efforts to obtain control of the Company that
are not approved by the Board of Directors and thereby deprive the
stockholders of opportunities to sell shares of Common Stock at prices
higher than the prevailing market price. On the other hand, these
provisions will tend to assure continuity of management and corporate
policies and to induce any person seeking control of the Company or a
business combination to negotiate on terms acceptable to the then elected
Board of Directors.
ITEM 2: EXHIBITS
1. Restated Certificate of Incorporation of the Company, as amended,
incorporated herein by reference to Exhibit 3(a) to the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1996.
2. By-laws of the Company incorporated by reference to Exhibit 3(b)
to the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1996.
* * * * *
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to its
registration statement to be signed on its behalf by the undersigned,
thereto duly authorized.
INTERNATIONAL SHIPHOLDING CORPORATION
By: /s/ GARY L. FERGUSON
-------------------------
GARY L. FERGUSON
Vice President and Chief Financial Officer
Dated: October 14, 1998
