SC 13D/A

0000950123-08-011010.txt : 20080915 0000950123-08-011010.hdr.sgml : 20080915 20080915081540 ACCESSION NUMBER: 0000950123-08-011010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080915 DATE AS OF CHANGE: 20080915 GROUP MEMBERS: PHILIP J. SHAPIRO GROUP MEMBERS: PROJECTION LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL SHIPHOLDING CORP CENTRAL INDEX KEY: 0000278041 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 362989662 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32133 FILM NUMBER: 081070575 BUSINESS ADDRESS: STREET 1: 11 NORTH WATER STREET STREET 2: SUITE # 18290 CITY: MOBILE STATE: AL ZIP: 36602 BUSINESS PHONE: 2512439100 MAIL ADDRESS: STREET 1: P.O. BOX 2004 CITY: MOBILE STATE: AL ZIP: 36652 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Liberty Shipping Group LLC CENTRAL INDEX KEY: 0001442841 IRS NUMBER: 930978116 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1979 MARCUS AVENUE, SUITE 200 CITY: LAKE SUCCESS STATE: NY ZIP: 11042 BUSINESS PHONE: 516-488-8800 MAIL ADDRESS: STREET 1: 1979 MARCUS AVENUE, SUITE 200 CITY: LAKE SUCCESS STATE: NY ZIP: 11042 SC 13D/A 1 y71251sc13dza.htm AMENDMENT NO.2 TO SCHEDULE 13D SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

INTERNATIONAL SHIPHOLDING CORPORATION

(Name of Issuer)

Common Stock, $1.00 par value

(Title of Class of Securities)

460321201

(CUSIP Number)

Philip J. Shapiro
Liberty Shipping Group LLC
1979 Marcus Avenue, Suite 200
Lake Success, New York 11042
(516) 488-8800

Copies to:
Dennis J. Friedman, Esq.
Eduardo Gallardo, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 15, 2008

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

TABLE OF CONTENTS


	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.E: LETTER TO THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS
EX-99.F: SCHEDULE OF TRANSACTIONS EFFECTED BY THE REPORTING PERSONS


CUSIP No.		460321201


1	NAMES OF REPORTING PERSONS. Projection LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)
	(b)

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			414,730

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			414,730

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	414,730

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	5.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		460321201


1	NAMES OF REPORTING PERSONS. Liberty Shipping Group LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)
	(b)

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			414,730

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			414,730

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	414,730

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	5.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		460321201


1	NAMES OF REPORTING PERSONS. Philip J. Shapiro


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)
	(b)

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			414,730

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			414,730

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	414,730

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	5.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13D filed on August 18, 2008 (the “Original Filing”), as amended by the amendment filed on September 2, 2008 (“Amendment No. 1”). Information reported in the Original Filing and Amendment No. 1 remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 2. Capitalized terms used and not defined in this Amendment No. 2 have the meanings set forth in the Original Filing. This Amendment No. 2 relates to shares of common stock, $1.00 par value per share (the “Common Stock”), of International Shipholding Corporation, a Delaware corporation (the “Company”).

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is amended and restated in its entirety as follows:

The 414,730 shares of Common Stock (the “Shares”) that may be deemed to be beneficially owned by the Reporting Persons were acquired by Projection. The aggregate purchase price for the Shares was approximately $7,959,339, which includes brokerage fees and other commissions paid in connection with such purchases. Such funds came from the working capital of Projection.

The Shares may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable regulations and such firms’ credit policies. The positions which may be held in the margin accounts, including the Shares, are pledged as collateral security for the repayment of debit balances in the respective accounts.

Item 4. Purpose of Transaction

Item 4 is supplemented by adding the following paragraph at the end thereof:

On September 11, 2008, the Company announced that its Board of Directors unanimously voted to form a Special Committee comprised of independent directors of the Board, to evaluate Projection’s September 2, 2008 proposal and make a recommendation to the full Board regarding the proposal. On September 15, 2008, Projection sent a letter to the Special Committee of the Board of Directors of the Company. The letter is attached hereto as Exhibit E and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

Subsections (a) through (c) of Item 5 are amended and restated in their entirety as follows:

(a)-(b) As of the date of this filing, Projection is the beneficial owner of an aggregate of 414,730 shares of Common Stock, which constitute approximately 5.8% of the 7,183,570 shares of Common Stock outstanding (based on the 7,385,801 shares of Common Stock outstanding as of June 30, 2008 minus the 202,231 shares of Common Stock repurchased by the Company between July 1, 2008 and July 30, 2008, each as reported by the Company in its Quarterly Report on Form 10-Q filed on August 8, 2008). Liberty, as the direct parent company of Projection, and Mr. Shapiro, as the manager of Liberty, may be deemed to share voting and dispositive power over the Common Stock beneficially owned by Projection. Liberty and Mr. Shapiro disclaim beneficial ownership of such Shares for purposes of Section 13(d) of the Act.

(c) All transactions in the Common Stock effected by the Reporting Persons since the filing of Amendment No. 1 are set forth in Exhibit F attached hereto.

Item 7. Material to be Filed as Exhibits

Item 7 is amended by adding the following at the end thereof:


Exhibit E:		Letter, dated as of September 15, 2008, to the Special Committee of the Board of Directors of International Shipholding Corporation.

Exhibit F:		Schedule of transactions effected by the Reporting Persons.

SIGNATURES

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: September 15, 2008	PROJECTION LLC
	By:	/s/ Philip J. Shapiro
	Name: Philip J. Shapiro
	Title: President and Chief Executive Officer

September 15, 2008	LIBERTY SHIPPING GROUP LLC
	By:	/s/ Philip J. Shapiro
	Name: Philip J. Shapiro
	Title: President and Chief Executive Officer


September 15, 2008	/s/ Philip J. Shapiro
	PHILIP J. SHAPIRO

EXHIBIT INDEX


Exhibit E:		Letter, dated as of September 15, 2008, to the Special Committee of the Board of Directors of International Shipholding Corporation.

Exhibit F:		Schedule of transactions effected by the Reporting Persons.

EX-99.E 2 y71251exv99we.htm EX-99.E: LETTER TO THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS EX-99.E

EXHIBIT E

[Projection LLC Letterhead]

September 15, 2008

The Special Committee of the Board of Directors of International Shipholding Corporation
11 North Water Street, Suite 18290
Mobile, AL 36602

Members of the Special Committee:

On behalf of Projection LLC, I was pleased to learn that the International Shipholding Board of Directors unanimously voted to form a Special Committee to review the proposal we submitted to you on September 2, 2008 to acquire the Company for $25.75 per share in cash.

We look forward to participating in the Special Committee’s process to maximize value for all International Shipholding stockholders and to creating a stronger combined company. Although we believe our current proposal delivers significant value to your stockholders, we would like to reiterate that we are prepared to consider additional nonpublic information that may support a higher valuation.

Our leadership team and advisors remain prepared to meet with you and your advisors at your earliest convenience to conduct the necessary due diligence and negotiate a merger agreement. As always, you can reach me in my office or on my cell phone. We look forward to hearing from you soon.

Very truly yours,


/s/ Philip J. Shapiro
Philip J. Shapiro
Chairman of the Board, President and Chief Executive Officer
Projection LLC

EX-99.F 3 y71251exv99wf.htm EX-99.F: SCHEDULE OF TRANSACTIONS EFFECTED BY THE REPORTING PERSONS EX-99.F

EXHIBIT F


Date+	Price per Share++	No. of Shares
9/4/2008	$22.82	100
9/4/2008	$22.84	200*
9/4/2008	$22.90	200*
9/4/2008	$22.91	100
9/4/2008	$22.95	100
9/4/2008	$22.99	100
9/4/2008	$23.00	100
9/9/2008	$23.38	200
9/9/2008	$23.39	200
9/9/2008	$23.40	900*
9/9/2008	$23.50	1,000
9/9/2008	$23.60	1,000*
9/10/2008	$23.67	100
9/10/2008	$23.79	100
9/10/2008	$23.80	4,100*
9/10/2008	$23.85	900*
9/11/2008	$23.70	600*
9/11/2008	$23.73	1,000*
9/11/2008	$23.75	2,000*
9/12/2008	$23.55	100
9/12/2008	$23.57	100
9/12/2008	$23.60	200*
9/12/2008	$23.70	100
9/12/2008	$23.73	100
9/12/2008	$23.74	1,000*
9/12/2008	$23.75	200*
9/12/2008	$23.78	2,000*
9/12/2008	$23.80	1,900*
9/12/2008	$23.81	100
9/12/2008	$23.82	200*
9/12/2008	$23.84	900*
9/12/2008	$23.85	1,100*
9/12/2008	$23.90	300*
9/12/2008	$23.95	1,000*


*		Amount represents aggregate of multiple purchase transactions effected on the same day at the same purchase price per share.

+		All transactions were effected in open market transactions and relate to purchases of Common Stock by Projection.

++		Price per share does not include brokerage fees and other commissions paid in connection with trade.

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