SC 13D/A

0000950123-08-013507.txt : 20081027 0000950123-08-013507.hdr.sgml : 20081027 20081027084739 ACCESSION NUMBER: 0000950123-08-013507 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081027 DATE AS OF CHANGE: 20081027 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: 081141319 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 y72135sc13dza.htm SCHEDULE 13D/A SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

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)

October 27, 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).


CUSIP No.		460321201


1	NAMES OF REPORTING PERSONS. Projection LLC


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

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC; 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			652,100

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			652,100

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	652,100

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)

	9.1%

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) o
	(b) o

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			652,100

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			652,100

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	652,100

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)

	9.1%

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) o
	(b) o

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			652,100

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			652,100

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	652,100

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)

	9.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

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.F: SCHEDULE OF TRANSACTIONS
EX-99.H: LETTER TO THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS

This Amendment No. 5 (“Amendment No. 5”) amends and supplements the statement on Schedule 13D filed on August 18, 2008 (the “Original Filing”), as amended by the amendments filed on September 2, 2008 (the “September 2 Filing”), September 15, 2008 (the “September 15 Filing”), October 1, 2008 (the “October 1 Filing”) and October 10, 2008 (the “October 10 Filing” and, together with the September 2 Filing, the September 15 Filing and the October 1 Filing, the “Amendments”). Information reported in the Original Filing, as amended by the Amendments, remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 5. Capitalized terms used and not defined in this Amendment No. 5 have the meanings set forth in the Original Filing or the Amendments, as applicable. This Amendment No. 5 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 652,100 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 $12,713,681, which includes brokerage fees and other commissions paid in connection with such purchases.

The source of such funds is as follows: (i) approximately $8,480,763 came from the working capital of Projection and (ii) approximately $4,232,918 came from intercompany loans (the “Loans”) from Liberty Star Shipping Corporation, a New York corporation and an affiliate of Projection (“Liberty Star”). The Loans were made under a Master Promissory Note, dated September 17, 2008, issued by Projection to Liberty Star (the “Note”). The Note provides for borrowings by Projection of up to an aggregate amount of $6.5 million. Any such borrowings bear interest at the rate of 3% per annum. The entire amount of the principal outstanding under the Note together with accrued interest shall be due and payable on September 16, 2009. The foregoing summary of the terms of the note is qualified in its entirety by reference to the Note, a copy of which is filed as Exhibit G to the October 1 Filing.

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 October 27, 2008, Projection sent a letter to the Special Committee of the Board of Directors of the Company. The letter is attached hereto as Exhibit H 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 time of this filing, Projection is the beneficial owner of an aggregate of 652,100 shares of Common Stock, which constitute approximately 9.1% 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. 4 are set forth in Exhibit F attached hereto.

Item 7. Material to be Filed as Exhibits

Exhibit F of the September 15 Filing, as supplemented by the October 1 Filing and the October 10 Filing, is hereby supplemented as set forth in Exhibit F attached to this Amendment No. 5.

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


Exhibit H:		Letter, dated October 27, 2008, to the Special Committee of the Board of Directors of International Shipholding Corporation.

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: October 27, 2008	PROJECTION LLC

	By:	/s/ Philip J. Shapiro
	Name: Philip J. Shapiro
	Title: President and Chief Executive Officer

October 27, 2008	LIBERTY SHIPPING GROUP LLC

	By:	/s/ Philip J. Shapiro

	Name: Philip J. Shapiro
	Title: President and Chief Executive Officer

October 27, 2008
	/s/ Philip J. Shapiro

	PHILIP J. SHAPIRO

EXHIBIT INDEX


Exhibit F:		Schedule of transactions effected by the Reporting Persons.
Exhibit H:		Letter, dated October 27, 2008, to the Special Committee of the Board of Directors of International Shipholding Corporation.

EX-99.F 2 y72135exv99wf.htm EX-99.F: SCHEDULE OF TRANSACTIONS EX-99.F

EXHIBIT F


Date+	Price per Share++	No. of Shares
10/10/2008	$14.93	400*
10/10/2008	$14.94	100
10/10/2008	$14.95	300*
10/10/2008	$15.00	1,700
10/10/2008	$15.30	100
10/10/2008	$15.36	100
10/10/2008	$15.37	300*
10/10/2008	$15.39	100
10/10/2008	$15.40	100
10/10/2008	$15.41	100
10/10/2008	$15.42	200*
10/10/2008	$15.43	400*
10/10/2008	$15.44	200*
10/10/2008	$15.45	400*
10/10/2008	$15.47	200*
10/10/2008	$15.52	200*
10/10/2008	$15.53	200*
10/10/2008	$15.54	300*
10/10/2008	$15.56	500*
10/10/2008	$15.57	300*
10/10/2008	$15.58	100
10/10/2008	$15.59	400*
10/10/2008	$15.60	100
10/10/2008	$15.65	100
10/10/2008	$15.66	400*
10/10/2008	$15.68	100
10/10/2008	$15.74	500*
10/10/2008	$15.75	400*
10/10/2008	$15.76	100
10/10/2008	$15.77	100
10/10/2008	$15.84	300*
10/10/2008	$15.94	100
10/10/2008	$15.95	100
10/13/2008	$18.75	200*
10/13/2008	$18.77	100
10/13/2008	$18.83	100
10/13/2008	$18.84	200*
10/13/2008	$18.85	200
10/13/2008	$18.95	1000*
10/13/2008	$18.97	200*
10/13/2008	$19.35	500*
10/13/2008	$19.54	900*
10/13/2008	$19.61	500*
10/13/2008	$19.69	100
10/13/2008	$19.76	100
10/13/2008	$19.81	200


Date+	Price per Share++	No. of Shares
10/13/2008	$19.91	100
10/13/2008	$19.93	100
10/13/2008	$19.96	300*
10/13/2008	$19.97	100
10/14/2008	$19.40	100
10/14/2008	$19.42	200*
10/14/2008	$19.43	100
10/14/2008	$19.44	100
10/14/2008	$19.85	100
10/14/2008	$19.95	100
10/14/2008	$19.97	200*
10/14/2008	$19.99	100
10/14/2008	$20.00	1107*
10/14/2008	$20.17	293*
10/14/2008	$20.20	200
10/14/2008	$20.21	100
10/15/2008	$18.40	100
10/15/2008	$18.46	100
10/15/2008	$18.63	100
10/15/2008	$18.65	200*
10/15/2008	$18.84	100
10/15/2008	$18.90	200
10/15/2008	$18.94	500*
10/15/2008	$18.97	200*
10/15/2008	$18.98	400*
10/15/2008	$19.01	500
10/15/2008	$19.02	100
10/15/2008	$19.03	100
10/15/2008	$19.05	500*
10/15/2008	$19.08	300
10/15/2008	$19.13	400*
10/15/2008	$19.14	100
10/15/2008	$19.16	400*
10/15/2008	$19.20	300*
10/15/2008	$19.25	100
10/15/2008	$19.26	100
10/15/2008	$19.27	300*
10/15/2008	$19.28	400*
10/15/2008	$19.29	700*
10/15/2008	$19.48	500*
10/16/2008	$18.17	100
10/16/2008	$18.18	185*
10/16/2008	$18.19	100
10/16/2008	$18.20	515*
10/16/2008	$18.22	100
10/16/2008	$18.24	100
10/16/2008	$18.27	100
10/16/2008	$18.34	200


Date+	Price per Share++	No. of Shares
10/16/2008	$18.38	300*
10/16/2008	$18.39	100
10/16/2008	$18.44	100
10/16/2008	$18.50	1,000
10/16/2008	$18.64	100
10/16/2008	$18.67	100
10/16/2008	$18.69	100*
10/20/2008	$18.40	200*
10/20/2008	$18.41	100
10/20/2008	$18.45	100
10/20/2008	$18.46	300*
10/20/2008	$18.47	100
10/20/2008	$18.50	200
10/20/2008	$18.58	200*
10/20/2008	$18.60	200*
10/20/2008	$18.62	200*
10/20/2008	$18.65	500*
10/20/2008	$18.68	100
10/20/2008	$18.80	100
10/20/2008	$18.83	200*
10/20/2008	$18.85	500*
10/20/2008	$18.87	700
10/20/2008	$18.89	300*
10/20/2008	$18.90	100
10/20/2008	$18.91	100
10/20/2008	$18.92	100
10/20/2008	$18.93	100*
10/20/2008	$18.95	200
10/20/2008	$18.99	100
10/20/2008	$19.00	200*
10/20/2008	$19.01	100
10/20/2008	$19.05	400*
10/20/2008	$19.07	100
10/20/2008	$19.08	100
10/20/2008	$19.09	100
10/20/2008	$19.11	100
10/20/2008	$19.20	200*
10/20/2008	$19.25	200
10/20/2008	$19.26	100
10/20/2008	$19.27	100
10/20/2008	$19.45	200
10/20/2008	$19.50	400*
10/21/2008	$17.88	100
10/21/2008	$17.89	200*
10/21/2008	$17.95	300*
10/21/2008	$18.06	200
10/21/2008	$18.11	200*
10/21/2008	$18.15	200*


Date+	Price per Share++	No. of Shares
10/21/2008	$18.20	100
10/21/2008	$18.22	200
10/21/2008	$18.25	100
10/21/2008	$18.26	300*
10/21/2008	$18.65	100
10/22/2008	$16.74	200*
10/22/2008	$16.78	200
10/22/2008	$16.90	200*
10/22/2008	$16.92	300
10/22/2008	$16.94	300*
10/22/2008	$16.96	300
10/22/2008	$16.97	300
10/22/2008	$16.98	300*
10/22/2008	$16.99	300*
10/22/2008	$17.00	300
10/22/2008	$17.04	100
10/22/2008	$17.08	100
10/22/2008	$17.09	100
10/22/2008	$17.10	200*
10/22/2008	$17.13	100
10/22/2008	$17.17	400*
10/22/2008	$17.19	100
10/22/2008	$17.20	300
10/22/2008	$17.23	100
10/22/2008	$17.28	100
10/22/2008	$17.40	100
10/22/2008	$17.46	100
10/22/2008	$17.51	100
10/22/2008	$17.60	100
10/22/2008	$17.66	444
10/22/2008	$17.69	56
10/22/2008	$17.70	100
10/22/2008	$17.80	400*
10/22/2008	$17.84	200*
10/22/2008	$17.87	100
10/22/2008	$17.88	100
10/22/2008	$17.89	100
10/22/2008	$17.90	400*
10/22/2008	$17.94	300*
10/22/2008	$17.95	600*
10/22/2008	$17.97	100
10/22/2008	$18.00	200
10/22/2008	$18.05	300*
10/22/2008	$18.07	200
10/22/2008	$18.10	300*
10/22/2008	$18.20	200
10/22/2008	$18.25	200
10/23/2008	$16.35	100


Date+	Price per Share++	No. of Shares
10/23/2008	$16.37	100
10/23/2008	$16.45	500*
10/23/2008	$16.60	100
10/23/2008	$16.64	300*
10/23/2008	$16.65	200
10/23/2008	$16.67	100*
10/23/2008	$16.70	200*
10/23/2008	$16.85	200*
10/23/2008	$16.86	1000*
10/23/2008	$16.89	300*
10/23/2008	$16.90	600*
10/23/2008	$17.38	1000*
10/23/2008	$17.39	1800*
10/23/2008	$17.40	100
10/23/2008	$17.41	100
10/23/2008	$17.42	600*
10/23/2008	$17.46	400*
10/23/2008	$17.47	500*
10/24/2008	$16.53	100
10/24/2008	$16.59	200
10/24/2008	$17.31	50
10/24/2008	$17.37	100
10/24/2008	$17.38	150*
10/24/2008	$17.40	800*
10/24/2008	$17.43	400*


*		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.

EX-99.H 3 y72135exv99wh.htm EX-99.H: LETTER TO THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS EX-99.4

EXHIBIT H

October 27, 2008

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

Gentlemen:

It has been more than four months since my June meeting with Niels M. Johnsen, when I first raised with him the possibility of completing a business combination transaction between Liberty and International Shipholding (ISH). It has also been more than seven weeks since we delivered to you a written proposal to acquire ISH for $25.75 per share in cash, and six weeks since you announced the formation of a special committee of the Board to evaluate our proposal. We were therefore surprised to learn that only recently did you finally appoint an independent financial advisor to assist the special committee in its review of our proposal. This appointment, and the review process that the committee is apparently only now commencing, frankly should have occurred months ago. Your dilatory tactics, including your continuing refusal to meet with us, only raise questions regarding the ISH Board’s commitment to maximizing value for all its shareholders.

We have waited for weeks for either the ISH Board, management or their advisors to contact us to commence our due diligence process and negotiation of definitive merger documentation. In the interim, the global economic turmoil that has engulfed world markets has accelerated, negatively affecting our industry as well as the terms of any financing we may incur to complete the transaction. Notwithstanding the foregoing, we are still committed to acquiring ISH. This is evidenced by the fact that, despite recent events, we have increased our position in the company since we made our offer public. As of today we control more than 9% of ISH’s outstanding shares.

I have instructed our counsel to deliver today to your counsel a form of confidentiality agreement that we are prepared to execute in order to immediately move forward with due diligence. Your fiduciary duties to your shareholders require no less. Our management and advisors will also be available at any time to assist you and your advisors. Any further delay on your part will be an absolute disservice to your shareholders, particularly the disinterested shareholders you are legally obligated to represent as independent directors.

Despite your actions to date, we still hope to engage in a cooperative process that allows us to maximize value for our respective shareholders. We would appreciate hearing from you in a timely manner.


	Very truly yours,
	/s/ Philip J. Shapiro

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

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents