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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
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)
December 9, 1999
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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 13d1(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
Erik F. Johnsen
S.S. or I.R.S. Identification No. of Above Person
###-##-####
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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
PF
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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 .................. 918,797
Shares
Beneficially 8) Shared Voting Power ................ 8,875
Owned by
Each Reporting 9) Sole Dispositive Power ............. 918,797
Person
With 10) Shared Dispositive Power ........... 8,875
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11) Aggregate Amount Beneficially Owned by Each
Reporting Person ....................................... 927,672
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12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares ................................ N/A
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13) Percent of Class Represented by Amount in Row (11) ..... 14.55%
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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
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 .................. 133,908
Shares
Beneficially 8) Shared Voting Power ................ 0
Owned by
Each Reporting 9) Sole Dispositive Power ............. 133,908
Person
With 10) Shared Dispositive Power ........... 0
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11) Aggregate Amount Beneficially Owned by Each
Reporting Person ....................................... 133,908
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12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares ................................ N/A
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13) Percent of Class Represented by Amount in Row (11) ..... 2.1%
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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 Shipholding Corporation
New Orleans, LA 70130
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 violations of, or
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CUSIP No. 460321201 Page 5 of 7 Pages
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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.
The following open market purchases by Mr. Johnsen were not previously reported
on this Schedule 13D:
Date # Shares Price/Share Total Price *
- ------- --------- ------------ --------------
5/27/98 1100 16.500 $ 18,150.00
5/29/98 600 16.500 $ 9,900.00
5/4/99 2300 13.250 $ 30,475.00
5/5/99 2900 13.250 $ 38,425.00
5/11/99 2300 13.875 $ 31,912.50
5/12/99 2000 14.000 $ 28,000.00
5/18/99 200 13.875 $ 2,775.00
5/19/99 100 13.875 $ 1,387.50
5/20/99 2800 14.000 $ 39,200.00
5/21/99 5000 13.875 $ 69,375.00
6/1/99 2800 13.875 $ 38,850.00
6/3/99 200 13.875 $ 2,775.00
6/4/99 1500 13.875 $ 20,812.50
6/9/99 500 13.875 $ 6,937.50
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24300 $ 338,975.00
* Exludes commissions/fees associated with the sales.
No part of the purchase price was borrowed or otherwise obtained for the purpose
of acquiring shares of the Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Johnsen 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.
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CUSIP No. 460321201 Page 6 of 7 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUERS
(a)(b) As of the date hereof, the Reporting Persons, in the aggregate,
beneficially own 927,672 shares of the Common Stock, which is approximately
14.55% of the shares of the Common Stock believed to be outstanding. Mr.
Johnsen has sole voting and investment power with respect to 918,797 shares
(including the 133,908 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 8,875 shares
held by his spouse, with respect to which he disclaims beneficial ownership.
The Partnership has sole voting and investment power over 133,908 shares.
Erik L. Johnsen, a general partner of the Partnership, holds 84,737 shares
with sole voting and investment power (1.3% 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.
(c) Mr. Johnsen and the Partnership have engaged in the following
transactions in the Common Stock of the Issuer in the past 60 days:
The Partnership distributed 371,092 shares to its partners on
December 9, 1999, 4,343 of which were distributed to Mr. Johnsen. On
December 10, 1999, two family trusts transferred 366,749 shares to Mr. Johnsen
in partial repayment of promissory notes. Erik L. Johnsen and R. Christian
Johnsen did not engage in any transactions.
(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:
The Partnership ceased to beneficially own more than 5% of the
outstanding shares of Common Stock on December 9, 1999.
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CUSIP No. 460321201 Page 7 of 7 Pages
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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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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: February 21, 2000
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/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 A
AGREEMENT
The undersigned agree that this Amendment 2 to Schedule 13D dated
February 21, 2000 relating to the shares of common stock, $1.00 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
----------------------------
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 onehalf 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
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Trust for Rolf Christian Johnsen 25,607
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."
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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.
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
------------------------
Erik F. Johnsen
/s/ Karen Johnsen Baldwin
-------------------------
Karen Johnsen Baldwin
/s/ Erik Lee Johnsen
-------------------------
Erik Lee Johnsen
/s/ Anne Elisabet Johnsen
--------------------------
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
