SC 13D/A

0000950123-09-008506.txt : 20090511 0000950123-09-008506.hdr.sgml : 20090511 20090511083059 ACCESSION NUMBER: 0000950123-09-008506 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090511 DATE AS OF CHANGE: 20090511 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: 09812801 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 y77123sc13dza.htm SC 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. 12)*

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)

May 8, 2009

(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			342,013

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			342,013

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	342,013

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)

	4.6%

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			342,013

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			342,013

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	342,013

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)

	4.6%

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			342,013

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			342,013

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	342,013

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)

	4.6%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

TABLE OF CONTENTS


	Item 5. Interest in Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.F

This Amendment No. 12 to Schedule 13D (this “Amendment No. 12”) relates to shares of common stock, $1.00 par value per share (the “Common Stock”), of International Shipholding Corporation, a Delaware corporation (the “Company”).

This Amendment No. 12 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”), October 10, 2008 (the “October 10 Filing”), October 27, 2008 (the “October 27 Filing”), November 10, 2008 (the “November 10 Filing”), November 18, 2008 (the “November 18 Filing”), January 15, 2009 (the “January 15 Filing”), March 30, 2009 (the “March 30 Filing”), April 30, 2009 (the “April 30 Filing”) and May 7, 2009 (the “May 7 Filing” and, together with the September 2 Filing, the September 15 Filing, the October 1 Filing, the October 10 Filing, the October 27 Filing, the November 10 Filing, the November 18 Filing, the January 15 Filing, the March 30 Filing, and the April 30, 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. 12. Capitalized terms used and not defined in this Amendment No. 12 have the meanings set forth in the Original Filing or the Amendments, as applicable.

Item 5. Interest in Securities of the Issuer

Subsections (a) through (c) and subsection (e) 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 342,013 shares of Common Stock, which constitute approximately 4.6% of the 7,358,570 shares of Common Stock outstanding (as reported by the Company in its Quarterly Report on Form 10-Q filed on May 8, 2009). 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. 11 are set forth in Exhibit F attached hereto.

(e) On May 8, 2009 each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Common Stock.

Item 7. Material to be Filed as Exhibits

Exhibit F of the September 15 Filing, as supplemented by the October 1 Filing, the October 10 Filing, the October 27 Filing, the March 30 Filing, the April 30 Filing and the May 7 Filing is hereby supplemented as set forth in Exhibit F attached to this Amendment No. 12.

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:	May 11, 2009	PROJECTION LLC

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

	May 11, 2009	LIBERTY SHIPPING GROUP LLC

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

	May 11, 2009	/s/ Philip J. Shapiro PHILIP J. SHAPIRO

EXHIBIT INDEX

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

EX-99.F 2 y77123exv99wf.htm EX-99.F EX-99.F

EXHIBIT F


Date+		Price Per Share++		No. of Shares
	5/7/2009	$	22.7500		3,400	*
	5/7/2009	$	22.7600		100
	5/7/2009	$	22.7700		600	*
	5/7/2009	$	22.8000		1,001	*
	5/7/2009	$	22.8100		200
	5/7/2009	$	22.8200		500	*
	5/7/2009	$	22.8300		200
	5/7/2009	$	22.8400		400	*
	5/7/2009	$	22.8500		100
	5/7/2009	$	22.8600		100
	5/7/2009	$	22.8700		200	*
	5/7/2009	$	22.8800		100	*
	5/7/2009	$	22.8900		100
	5/7/2009	$	22.9000		42
	5/7/2009	$	22.9200		6
	5/7/2009	$	22.9500		311	*
	5/7/2009	$	22.9600		1,500	*
	5/7/2009	$	22.9700		99
	5/7/2009	$	23.0000		100
	5/8/2009	$	22.8200		100
	5/8/2009	$	22.9000		3,585	*
	5/8/2009	$	22.9100		115	*
	5/8/2009	$	22.9300		300	*
	5/8/2009	$	22.9400		300	*
	5/8/2009	$	22.9500		5,338	*
	5/8/2009	$	22.9600		2,500	*
	5/8/2009	$	22.9700		504	*
	5/8/2009	$	22.9800		4,060	*
	5/8/2009	$	22.9900		1,402	*
	5/8/2009	$	23.0000		8,600	*
	5/8/2009	$	23.0100		800	*
	5/8/2009	$	23.0200		200	*
	5/8/2009	$	23.0300		1,600	*
	5/8/2009	$	23.0400		200
	5/8/2009	$	23.0500		400	*
	5/8/2009	$	23.0600		292	*
	5/8/2009	$	23.0700		608	*
	5/8/2009	$	23.0800		100
	5/8/2009	$	23.0900		100
	5/8/2009	$	23.1000		2,168	*
	5/8/2009	$	23.1100		928	*
	5/8/2009	$	23.1200		2,200	*
	5/8/2009	$	23.1300		600	*
	5/8/2009	$	23.1400		200
	5/8/2009	$	23.1500		2,053	*
	5/8/2009	$	23.1600		1,300	*


Date+		Price Per Share++		No. of Shares
	5/8/2009	$	23.1700		538	*
	5/8/2009	$	23.1800		852	*
	5/8/2009	$	23.1900		1,500	*
	5/8/2009	$	23.2000		100
	5/8/2009	$	23.2100		457	*
	5/8/2009	$	23.2500		700	*


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

+		All transactions were effected in open market transactions and relate to sales 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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