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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
____________________
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From _________ to _________
Commission File No. 2-63322
INTERNATIONAL SHIPHOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-2989662
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
650 Poydras Street, New Orleans, Louisiana 70130
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(504) 529-5461
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------------ --------------------------
Common Stock, $1 Par Value New York Stock Exchange
9% Senior Notes Due 2003 New York Stock Exchange
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days. YES x NO ____
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of
registrant's knowledge in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. x
State the aggregate market value of the voting stock
held by non-affiliates of the registrant.
Date Amount
------ -----------
March 1, 1996 $89,203,249
Indicate the number of shares outstanding of each of
the registrant's classes of common stock, as of the latest
practicable date.
Common stock, $1 par value. . . . . . . . 6,682,887 shares
outstanding as of March 1, 1996
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the
fiscal year ended December 31, 1995, have been incorporated
by reference into Parts I and II of this Form 10-K.
Portions of the registrant's definitive proxy statement
dated March 12, 1996 have been incorporated by reference
into Part III of this Form 10-K.
INTERNATIONAL SHIPHOLDING CORPORATION
Form 10-K
Table of Contents
PART I. PAGE
ITEM 1. BUSINESS 2
General 2
History 4
Liner Service/Contracts of Affreightment 5
Military Sealift Command 6
Pure Car Carriers 8
Bulk Carrier 8
Float-On/Float-Off
Special Purpose Vessels 9
Domestic Transportation Services 9
Investments in Specialized Vessels 10
Ancillary Services 11
Marketing 11
Insurance 11
Regulation 12
Competition 14
Employees 15
ITEM 2. PROPERTIES 16
ITEM 3. LEGAL PROCEEDINGS 17
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS 17
ITEM 4a. EXECUTIVE OFFICERS AND DIRECTORS
OF THE REGISTRANT 18
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON
STOCK AND RELATED SECURITY
HOLDER MATTERS 20
ITEM 6. SELECTED FINANCIAL DATA 20
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 20
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANT'S ON ACCOUNTING AND
FINANCIAL DISCLOSURE 20
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF
THE REGISTRANT 21
ITEM 11. EXECUTIVE COMPENSATION 21
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND
MANAGEMENT 21
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
MATTERS 21
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K. 22
SIGNATURES 24
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PART I
ITEM 1. BUSINESS
GENERAL
The Company, through its subsidiaries, operates a
diversified fleet of U. S. and international flag vessels
that provide international and domestic maritime
transportation services to commercial customers and agencies
of the United States government primarily under medium- to
long-term charters or contracts. The Company's fleet
consists of 29 ocean-going vessels, 15 towboats, 129 river
barges, 26 special purpose barges, approximately 1,650 LASH
barges and related shoreside handling facilities. The
Company's strategy is to
(i) identify customers with marine transportation needs
requiring specialized vessels or operating techniques;
(ii) seek medium- to long-term charters or contracts
with those customers and, if necessary, modify, acquire
or construct vessels to meet the requirements of those
charters or contracts and;
(iii) secure financing for the vessels predicated
primarily on those charter or contract arrangements.
The Company believes that this strategy has produced
valuable long-term relationships with its customers and
stable operating cash flows.
The Company is the only significant operator of the
LASH (lighter aboard ship) system, which it pioneered in
1969. The Company's LASH fleet includes ten large LASH
vessels, four LASH feeder vessels and approximately 1,650
LASH barges. In its liner services, the Company uses the
LASH system primarily to gather cargo on rivers, in island
chains and in harbors that are too shallow for traditional
vessels and to transport to and from those areas large
items, such as forest products, natural rubber and steel,
that cannot be transported efficiently in containerized
vessels. In addition, the LASH system enables barges to be
rapidly loaded onto and unloaded from the large LASH vessels
without shoreside support facilities while minimizing the
number of times that the cargo is handled. Because the
Company's LASH barges are used primarily to transport large
items, the Company's LASH fleet often has a competitive
advantage over containerized vessels. Additionally, because
containerized and breakbulk vessels cannot operate in
certain of the areas where the Company's LASH system
operates, the Company often has a competitive advantage over
such vessels.
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The Company's diversified ocean-going fleet also
includes the following:
(i) two international flag and two U.S. flag pure
car carriers specially designed to transport
automobiles;
(ii) two U.S. flag ice-strengthened multi-purpose
vessels;
(iii) three roll-on/roll-off vessels that permit rapid
deployment of rolling stock, munitions and other
military cargoes requiring special handling;
(iv) one international flag cape-size bulk carrier;
(v) one U.S. flag semi-submersible barge;
(vi) one U.S. flag molten sulphur carrier, which is
used to carry molten sulphur from Louisiana and/or
Texas to a processing plant on the Florida Gulf Coast;
(vii) two international flag float-on/float-off special
purpose vessels, which, together with 26 special
purpose barges, are used to provide ocean
transportation of supplies for the Indonesian
operations of a major copper and gold mining company;
(viii) and one U.S. flag conveyor-equipped self-
unloading coal carrier which, under a long-term
charter, carries coal in the coastwise and near-sea
trade.
The Company also operates 14 inland waterway towboats
and 111 super-jumbo river barges that transport coal from
Indiana to Florida for an electric utility via shoreside
unloading facilities owned and operated by the Company.
Through its principal operating subsidiaries, Central
Gulf Lines, Inc. ("Central Gulf"), LCI Shipholdings, Inc.
("LCI"), Forest Lines Inc. ("Forest Lines") and Waterman
Steamship Corporation ("Waterman"), the Company engages
primarily in five types of services:
(i) international flag LASH liner service between U. S.
Gulf and East Coast ports and ports in northern Europe,
and a subsidized U. S. flag LASH liner service between
U. S. Gulf and East Coast ports and ports in South
Asia, the Middle East and northern Africa;
(ii) time charters to and other contracts with the
Military Sealift Command ("MSC") for use in its
military prepositioning program and to service
scientific operations in the Arctic and Antarctic;
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(iii) time charters to transport Toyota and Honda
automobiles from Japan to the United States and Hyundai
automobiles from Korea primarily to the United States
and Europe;
(iv) a contract with a major copper and gold mining
company to provide ocean transportation of its supplies
for its mining operations in Indonesia and;
(v) domestic transportation services, primarily
involving its coal and sulphur contracts and its
ownership of an inter-modal transfer and warehouse
facility in Memphis, Tennessee.
The Company currently has time charters or contracts to
carry cargoes for commercial customers that include
International Paper Company, Freeport-McMoRan Resource
Partners, P. T. Freeport Indonesia Company, The Goodyear
Tire and Rubber Company, Toyota Motor Corporation, Honda
Motor Co., Ltd., Hyundai Motor Company and New England Power
Co. The Company operates eight vessels for the MSC under
charters or contracts that typically contain options
permitting MSC to extend the charter or contract on similar
terms and conditions for one or more extension periods. In
most cases, the MSC has exercised its renewal options on the
Company's charters or contracts, and the Company generally
has been successful in winning charter or contract renewals
when they are rebid.
The Company's business historically has generated
stable cash flows because most of its medium- to long-term
charters provide for a daily charter rate that is owed
whether or not the charterer utilizes the vessel (unless the
vessel is unavailable for the charterer's use) and most of
its medium- to long-term contracts guarantee a minimum
amount of cargo for transportation. The Company is
partially insulated from increases in certain operating
expenses because time charters generally require the
charterer to pay certain voyage costs, including fuel, port
and stevedoring expenses, and often include cost escalation
features covering certain of the expenses paid by the
Company.
HISTORY
Central Gulf was founded in 1947 by the late Niels F.
Johnsen and his sons, Niels W. Johnsen, the Company's
current Chairman, and Erik F. Johnsen, its current
President. Central Gulf was privately held until 1971 when
it was acquired by Trans Union Corporation. In 1978, the
Company was formed to act as a holding company for Central
Gulf, LCI and other affiliated companies in connection with
the 1979 spin-off by Trans Union of the Company's common
stock to Trans Union's stockholders. In 1986, the Company
acquired the assets of Forest Lines, and, in 1989, the
Company acquired the stock of Waterman. Since its spin-off
from Trans Union, the Company has continued to act solely as
a holding company, and its only significant assets consist
of the capital stock of its subsidiaries.
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LINER SERVICES/CONTRACTS OF AFFREIGHTMENT
INTERNATIONAL FLAG. Under the name "Forest Lines",
the Company operates two international flag LASH vessels and
a self-propelled, semi-submersible feeder vessel on a
scheduled liner service. Forest Lines normally makes 11
round trip sailings per LASH vessel per year between U. S.
Gulf and East coast ports and ports in northern Europe.
Approximately one-half of the aggregate eastbound cargo
space is reserved for International Paper Company under a
long-term contract of affreightment. The remaining space is
provided on a voyage affreightment basis to commercial
shippers. Historically, approximately 20% has been used by
other paper manufacturers. The remaining 30% has been used
by various commercial shippers to carry general cargo.
Since 1969, when the LASH liner service commenced operation,
the vessels generally have been fully utilized on their
eastbound voyages.
The Company has had ocean transportation contracts with
International Paper since 1969 when the Company had two LASH
ships built to accommodate International Paper's trade. The
Company's contract of affreightment with International Paper
is for the carriage of wood pulp, liner board and other
forest products, the characteristics of which are well
suited for transportation by LASH vessels. The LASH system
minimizes damage to such cargo by reducing the number of
times that the cargo is handled. In addition, the LASH
system permits the Company to load and unload these products
at the shipper's and the receiver's facilities, which are
generally located on river systems that container and
breakbulk vessels do not serve. The Company's current
contract with International Paper is for a ten-year term
ending in 2002.
Over the years, the Company has established a base of
commercial shippers to which it provides space on the
westbound Forest Lines service. The principal cargoes
carried westbound are high-grade paper products, aluminum
slabs, steel products and other general cargo. Over the
last five years, the westbound utilization rate for these
vessels averaged approximately 88% per year.
U. S. FLAG. Waterman is a party to an operating
differential subsidy agreement with the U. S. Maritime
Administration, an agency of the Department of
Transportation ("MarAd"), that permits the Company to
operate U. S. flag vessels on designated international trade
routes and receive subsidy payments from the United States
government approximating the excess of certain vessel
expenses, primarily wages, over comparable costs of the
Company's principal foreign flag competitors on the same
trade routes. Under the subsidy agreement, the Company
operates a scheduled liner service that makes approximately
16 round trip voyages per year (four per vessel) between U.
S. Gulf and Atlantic ports and ports in the Red Sea, Persian
Gulf and Indian Ocean (Trade Route No. 18) and ports in
Indonesia, Malaysia and Singapore (Trade Route No. 17). The
subsidy agreement also permits the Company to make up to 18
calls per year at Egyptian ports on the Mediterranean and up
to 12 calls per year to south and east African ports. The
Company also operates FLASH vessels as feeder
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vessels in
this service in southeast Asia. In 1995, the Company
received approximately $22.7 million under its subsidy
agreement. The Company's subsidy agreement with MarAd
expires on December 31, 1996, and it is unlikely that it
will be renewed in its current form, if at all. See "Item
1. Business - Regulation" for a discussion of the subsidy
program.
On the eastbound portion of this service, a significant
part of each vessel's cargo traditionally has been shipped
to lesser developed countries under the Public Law-480
program, pursuant to which the United States government
sells or donates surplus food products for export to
developing countries. 75% of this cargo is reserved for
carriage by U.S. flag vessels, if they are available at
reasonable rates. Awards under the Public Law-480 program
are made on a voyage-to-voyage basis through periodic
competitive bidding. The remaining eastbound cargo consists
of general cargo, including some military equipment. Over
the last five years, these vessels generally have been fully
utilized on their eastbound voyages.
On the westbound portion of this service, the Company
provides a significant portion of its cargo space to
Goodyear for the transportation of natural rubber under a
contract of affreightment expiring in December 1996. Space
is also provided on a voyage-to-voyage basis to other
importers of natural rubber, including Uniroyal Goodrich
Tire Co., Bridgestone/Firestone, Inc. and certain members of
the Rubber Trade Association. The Company has had a
continuing relationship with such companies and the
Association since the early 1970s. The Company's LASH
barges are ideally suited for large shipments of natural
rubber because damage to rubber due to compression is
minimal as compared to the damage that can occur when
shipments are made in traditional breakbulk vessels. As a
result, Waterman is the largest U.S. flag carrier of natural
rubber from southeast Asia to the United States. The
remaining westbound cargo generally consists of coffee,
jute, guar, piece goods and other general cargo. Over the
last five years, these vessels generally have been fully
utilized on their westbound voyages.
MILITARY SEALIFT COMMAND
GENERAL. The Company has had contracts with the MSC
(or its predecessor) almost continuously for several
decades. At the present time, the Company's subsidiaries
have eight vessels under contract to the MSC. These vessels
are employed in the MSC's prepositioning programs, which
strategically place military cargo throughout the world, or
are chartered to the MSC to service long-term scientific
operations. The Company believes that the demand for
military prepositioning vessels will at least remain steady
during the near term, notwithstanding planned reductions in
overall military spending, because these vessels are vital
to the military's ability to respond quickly to
international incidents throughout the world without
incurring the significant costs of operating foreign bases,
some of which also may not be available because of changing
political situations.
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MSC charters and contracts are awarded through
competitive bidding, for fixed terms with options allowing
the MSC to extend the charters or contracts for additional
periods. In most cases, the MSC has always exercised its
extension options, and the Company generally has been
successful in winning renewals when the charters and
contracts are rebid. All charters and contracts require the
MSC to pay certain voyage costs, including fuel, port and
stevedoring expenses, and certain charters and contracts
include cost escalation features covering certain of the
expenses paid by the Company.
LASH VESSELS. The Company charters four U. S. flag
LASH vessels to the MSC under time charters. One of these
charters expires in July 1996, and provides the MSC with an
option to renew the contract for two additional 17-month
periods. The other three charters expire in April 1996, May
1996, and March 1997, respectively. After these charters
expire, it is anticipated that the MSC will invite rebidding
for these contracts. The Company has generally been
successful in winning renewals when contracts are rebid. In
the event MSC does not invite rebids, or the Company is
unsuccessful in winning renewals, these vessels will most
likely be placed in commercial service. The fourth charter
expires in July 1996, and provides the MSC with an option to
renew the contract for two additional 17-month periods.
These vessels are in the MSC's prepositioning force
stationed in the Indian Ocean area.
ICE-STRENGTHENED MULTI-PURPOSE VESSELS. The Company
owns and operates the only two U.S. flag ice-strengthened
multi-purpose vessels. These vessels are capable of
transporting containerized and breakbulk cargo. One of the
vessels is being operated under a charter with the MSC that
will expire in August 1996 and may be extended for an
additional 17-month period at the option of the MSC. The
vessel is being used by the MSC to resupply Pacific rim
military bases and to supply scientific projects in the
Arctic and Antarctic. The other vessel was operated under a
charter with MSC until that charter expired in late 1995.
The MSC did not exercise its option to renew the charter for
an additional 17-month period, and the vessel is now being
operated in the open market on a cargo offered basis.
ROLL-ON/ROLL-OFF VESSELS. In 1983, Waterman was
awarded a contract to operate three U. S. flag roll-on/roll-
off vessels under time charters to the MSC for use by the
United States Navy in its maritime prepositioning ship
("MPS") program. These vessels represent three of the four
MPS vessels currently in the MSC's Atlantic fleet, which
provides support for the U. S. Marine Corps. These ships
are designed primarily to carry rolling stock and
containers, and can each carry support equipment for 17,000
military personnel. Waterman sold the three vessels to
unaffiliated corporations shortly after being awarded the
contract, but retained the right to operate the vessels
under operating agreements. The MSC time charters commenced
in late 1984 and early 1985 for initial five-year periods
and were renewable at the MSC's option for additional five-
year periods up to a maximum of twenty-five years. In 1993,
the Company reached an agreement with MSC to make certain
reductions in future charter hire payments in consideration
of fixing the period of these charters for the full twenty-
five years. The
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charters will now terminate in the years
2009 and 2010. The operating agreements are for
corresponding periods and are renewed as the charters are
renewed.
SEMI-SUBMERSIBLE BARGE. In late 1989, the Company
acquired and commenced operation of a U. S. flag semi-
submersible barge, the Caps Express. The Caps Express was
initially deployed under a charter to the MSC and was used
extensively in Operation Desert Shield/Desert Storm. The
charter expired in April 1991, and the MSC did not exercise
its renewal option. Since that time, the Caps Express has
been operated in the commercial market.
PURE CAR CARRIERS
U. S. FLAG. In 1986, the Company entered into multi-
year charters to carry Toyota and Honda automobiles from
Japan to the United States. To service these charters, the
Company had constructed two U. S. flag pure car carriers
specially designed to carry 4,000 and 4,660 automobiles,
respectively. Both vessels were built in Japan, but are
registered under the U.S. flag, making them two of only four
U.S. flag pure car carriers in the Japanese trade. To be
competitive with foreign flag vessels operated by foreign
crews, the Company worked in close cooperation with the
unions representing the Company's U.S. citizen shipboard
personnel. Service under these charters commenced in the
fourth quarter of 1987. These charters have since been
renewed for additional multi-year terms.
INTERNATIONAL FLAG. Since 1988, the Company has
transported Hyundai automobiles from Korea primarily to the
United States and Europe under two long-term charters. To
service these charters, the Company had two new pure car
carriers constructed by a shipyard affiliated with Hyundai.
Each of the vessels has a carrying capacity of 4,800
automobiles.
Under each of the car carrier charters, the charterers
are responsible for voyage costs including fuel, port and
stevedoring expenses while the Company is responsible for
normal operating expenses including crew wages, repairs and
insurance. The Hyundai charters also include escalation
features covering certain of the expenses paid by the
Company. During the terms of these charters, the Company is
entitled to its full fee irrespective of the number of
voyages completed or the number of cars carried per voyage.
BULK CARRIER
In 1990, the Company acquired a 148,000 dwt cape size
dry bulk carrier. The vessel has since been fully employed
under various charters in specific trading areas where bulk
cargoes move on a regular basis.
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FLOAT-ON/FLOAT-OFF SPECIAL PURPOSE VESSELS
During 1994, the Company entered into a long-term
contract to provide ocean transportation services to a major
mining company producing copper concentrates at its mine in
West Irian Jaya, Indonesia. The Company acquired two semi-
submersible barge carrying vessels and had 26 cargo barges
constructed by shipyards in the Orient to be used with the
aforementioned vessels. The Company also charters a small
container vessel in order to fulfill the requirements of the
contract, which commenced in late 1995. See "Item 7.
Management's Discussion and Analysis of Financial Condition
and Results of Operations - Liquidity and Capital
Resources."
DOMESTIC WATER TRANSPORTATION SERVICES
COAL. In 1981, the Company entered into a 22-year
contract expiring in 2004 with a Florida based rural
electric generation and transmission cooperative for the
transportation of coal from Mt. Vernon, Indiana to Gulf
County, Florida. Under this contract, which was awarded
pursuant to competitive bidding, the Company is annually
guaranteed a minimum of 2.7 million tons of coal to be
transported by inland waterways through its operation of 14
chartered towboats, 108 chartered super-jumbo river barges
and three such barges that it owns. Under this contract,
the Company typically has transported three million tons of
coal per year. To protect both parties against cost
variations, the contract contains escalation and de-
escalation clauses designed to adjust the contract price for
fluctuations in fuel costs, wages and other operating
expenses. The Company is also responsible for unloading the
barges at the discharge point in Gulf County, Florida and
transferring the coal into railcars. To facilitate this
process, the Company owns and operates an automated terminal
facility. The terminal can be operated by relatively few
employees and is capable of loading and unloading three
times the amount of coal currently transported through the
facility under the contract.
In late 1995, the Company purchased an existing U.S.
flag self-unloading Coal Carrier which it concurrently
chartered to a New England based electric utility company
under a 15-year contract to carry coal in the coastwise and
near-sea trade. The ship will also be used, from time to
time during this charter period, to carry coal and other
bulk commodities for account of other major charterers. See
"Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital
Resources."
MOLTEN SULPHUR. In 1994, the Company entered into a 15-
year transportation contract with an affiliate of a major
sulphur producer for which it had built a 24,000 deadweight
ton molten sulphur carrier that carries molten sulphur from
Louisiana and/or Texas to a fertilizer plant on the Florida
Gulf Coast. Under the terms of this contract, the Company
is guaranteed the transportation of a minimum of 1.8 million
tons of
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sulphur per year. The contract also gives the
charterer three five-year renewal options. The vessel
delivered and began service during late 1994.
LITCO FACILITY. During 1991, the Company entered into
an agreement with Cooper/T. Smith Stevedoring pursuant to
which the Company acquired a 50% interest in a newly
constructed, all weather rapid cargo transfer facility at
the river port of Memphis, Tennessee for handling LASH
barges transported by subsidiaries of the Company in its
LASH liner services. The terminal began operation in May
1992 and provides 287,500 square feet of enclosed warehouse
and loading/discharging stations for LASH barge, rail, truck
and heavy-lift operations. In June 1993, the Company
purchased the other 50% interest for $1.9 million from
Cooper/T. Smith Stevedoring, which will continue to manage
the facility under a management agreement with the Company.
INVESTMENTS IN SPECIALIZED VESSELS
LIQUID PETROLEUM GAS. In 1985, the Company purchased a
one-third interest in A/S Havtor, a Norwegian company that
owned interests in and chartered-out on a long-term basis
vessels specializing in the transportation of liquid
petroleum gas and various chemical products. In 1985, the
Company also purchased a 14.2% interest in A/S Havtor
Management, a Norwegian ship management company affiliated
with A/S Havtor.
During the first quarter of 1993, the Company sold an
18.5% interest in A/S Havtor thereby reducing its interest
to approximately 14.8%.
In 1994, A/S Havtor, certain associated companies and a
portion of A/S Havtor Management were merged into Havtor AS,
a publicly held company listed on the Oslo Stock Exchange.
After this merger, the Company's interest in Havtor AS was
approximately 12.6%, including both direct and indirect
holdings. Havtor AS operates mainly a fleet of about 25
liquified petroleum gas carriers, 7 dry bulk carriers and
was also joint owner with the Company in two PROBO vessels.
During the first half of 1995, A/S Havtor Management
and the gas carrier activities of Kvaerner, an unrelated
Norwegian company, merged into Havtor AS. In addition,
Havtor AS agreed to acquire other vessels and vessel
interests, including the 50% interest held by the Company in
two PROBO vessels and a 10% interest held in a Liquified
Petroleum Gas carrier. Subsequent to this merger, the
Company's interest in Havtor AS approximated 6.4%.
During the second quarter of 1995, the Company
purchased the Norwegian interest A/S Havfond which held a
promissory note collateralized by shares of Havtor AS.
After this acquisition, the Company's interest in Havtor AS
approximated 7.7%.
In November 1995, the Company sold its 7.7% interest in
Havtor AS for cash of approximately $48 million. The sale
resulted in a before tax gain of approximately $17 million.
See "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations-Other Income
and Expense".
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ANCILLARY SERVICES
The Company has several subsidiaries providing ship
charter brokerage, agency, barge fleeting and other
specialized services to the Company's subsidiaries and, in
the case of ship charter brokerage and agency services, to
unaffiliated companies. The income produced by these
services substantially covers the related overhead expenses.
These services facilitate the Company's operations by
allowing it to avoid reliance on third parties to provide
these essential shipping services. The Company also has a
50% equity interest in a firm offering ship management
services in Singapore.
MARKETING
The Company maintains marketing staffs in Washington,
D. C., New York, New Orleans, Houston, Chicago, Baltimore,
Oakland, Rotterdam and Singapore and maintains a network of
marketing agents in major cities around the world who market
the Company's liner, charter and contract services. The
Company markets its Trans-Atlantic LASH liner service under
the trade name "Forest Lines", and its LASH liner service
between the U. S. Gulf and Atlantic coast ports and South
Asia ports under the Waterman house flag. The Company
advertises its service in trade publications in the United
States and abroad.
INSURANCE
The Company maintains protection and indemnity ("P&I")
insurance to cover liabilities arising out of the ownership
or operation of vessels with Assuranceforeningen GARD and
the Standard Steamship Owners' Protection & Indemnity
Association (Bermuda) Ltd., which are mutual shipowners'
insurance organizations commonly referred to as P&I clubs.
Both clubs are participants in and subject to the rules of
their respective international group of P&I associations.
The premium terms and conditions of the P&I coverage
provided to the Company are governed by the rules of each
club.
The Company maintains hull and machinery insurance
policies on each of its vessels in amounts related to the
value of each vessel. This insurance coverage, which
includes increased value, freight and time charter hire, is
maintained with a syndicate of hull underwriters from the
United States, British, French and Scandinavian insurance
markets. The Company maintains war risk insurance on each
of the Company's vessels in an amount equal to each vessel's
total insured hull value. War risk insurance is placed
through U.S., British, French and Scandinavian insurance
markets and covers physical damage to the vessels and P&I
risks for which coverage would be excluded by reason of war
exclusions under either the hull policies or the rules of
the applicable P&I club.
<PAGE 12>
The Company also maintains loss of hire insurance with
U.S., British, French and Scandinavian markets to cover its
loss of revenue in the event that a vessel is unable to
operate for a certain period of time due to loss or damage
arising from the perils covered by the hull and machinery
policy.
Insurance coverage for shoreside property, shipboard
consumables and inventory, spare parts, workers'
compensation, office contents, and general liability risks
are maintained with underwriters in the United States and
British markets. The Company also carries insurance to meet
certain liabilities that could arise from the discharge of
oil or hazardous substances in U.S., international and
foreign waters.
Insurance premiums for the coverage described above
vary from year to year depending upon the Company's loss
record and market conditions. In order to reduce premiums,
the Company maintains certain deductible and co-insurance
provisions that it believes are prudent and generally
consistent with those maintained by other shipping companies
and in recent years has increased the self-retention portion
under its insurance program.
REGULATION
The Company's operations between the United States and
foreign countries are subject to the Shipping Act of 1916
(the "Shipping Act"), which is administered by the Federal
Maritime Commission, and certain provisions of the Federal
Water Pollution Control Act, the Oil Pollution Act of 1990
and the Comprehensive Environmental Response Compensation
and Liability Act, all of which are administered by the U.
S. Coast Guard, and certain other international, federal,
state and local laws and regulations, including
international conventions and laws and regulations of the
flag nations of its vessels. Pursuant to the requirements
of the Shipping Act, the Company has on file with the
Federal Maritime Commission tariffs reflecting the outbound
and inbound rates currently charged by the Company to
transport cargo between the United States and foreign
countries as a common carrier. These tariffs are filed by
the Company either individually or in connection with its
participation as a member of rate or conference agreements,
which are agreements that (upon becoming effective following
filing with the Federal Maritime Commission) permit the
members to agree concertedly upon rates and practices
relating to the carriage of goods in U. S. and foreign ocean
commerce. Tariffs filed by a company unilaterally or
collectively under rate or conference agreements are subject
to Federal Maritime Commission approval. Once a rate or
conference agreement is filed, rates may be changed in
response to market conditions on 30 days' notice, with
respect to a rate increase, and one day's notice, with
respect to a rate decrease.
The Merchant Marine Act of 1936, as amended (the
"Merchant Marine Act"), authorizes the Federal government to
pay an operating differential subsidy to U. S. flag
<PAGE 13>
vessels
employed in the foreign trade of the United States. Under
the subsidy program, MarAd is authorized to pay qualified
U.S. flag operators (i) the differential between U. S. and
foreign crew wage costs and (ii) the differential between
U.S. and foreign costs of protection and indemnity
insurance, hull and machinery insurance, and maintenance
and repairs not compensated by insurance, so that U.S. ships
can compete on an equal footing with their lower-cost
foreign competitors. To qualify for the subsidy, vessels
must be built in the United States, documented under the
U.S. flag and be at least 75% owned by U.S. citizens. Under
subsidy contracts, which are typically 20 years in length,
operators provide service on "essential trade routes" as
determined by MarAd. The typical subsidized operator is
required to employ its vessels between a stated minimum and
maximum number of sailings each year. Currently, four liner
operators, including Waterman, and 13 bulk carrier operators
hold subsidy contracts for a total of 47 liner and 28 bulk
ships. Total U.S. governmental subsidy appropriations for
the fiscal year ended September 30, 1995, were $214.4
million, and $163.6 million has been appropriated for the
fiscal year ending September 30, 1996. Approximately 85% of
the aggregate subsidy is paid to offset crew wage
differentials.
Since 1981, the Federal government has entered into no
new subsidy contracts. In 1991, the Bush administration
announced that current contracts would be honored, but no
new subsidy contracts would be entered into as the old
contracts expire. The Clinton administration has continued
this policy. Waterman's subsidy contract expires on
December 31, 1996, and all other subsidy agreements with
U.S. flag liner operators expire by December 31, 1998. This
year, the Clinton administration proposed legislation that
would implement a new subsidy program, the Maritime Security
Program. If enacted, this program would authorize funding
for approximately 50 U.S. flag ships for up to ten years.
Legislation to authorize the Maritime Security Program has
passed the U.S. House of Representatives and is pending in
the U.S. Senate. Funding for the first year of this program
is likewise pending in Congress. Both Waterman and Central
Gulf would intend to apply for participation in this new
program. There can be no assurance that the Maritime
Security Program will be adopted and funded by Congress,
that if adopted it will be signed by the President, or that
if enacted into law, it will provide funding to all or some
of the Waterman and Central Gulf vessels. Therefore, it is
possible that the existing program will be terminated, that
no replacement program will be enacted, or that a
replacement program will provide substantially less funding
than the current program. Alternative steps are under
consideration so as to continue the Company's competitive
position.
Seven of the Company's U.S. flag LASH vessels were
constructed with the aid of construction differential
subsidies and Title XI loan guarantees administered by
MarAd, the receipt of which obligates the Company to comply
with various dividend and other financial restrictions.
Vessels constructed with the aid of construction
differential subsidies may not be operated in domestic
coastwise trade or domestic trade with Hawaii, Puerto Rico
or Alaska without the permission of MarAd and without
repayment of the construction differential subsidy under a
formula established by law. Recipients of Title XI loan
guarantees must pay an annual fee of up to 1% of the loan
amount.
<PAGE 14>
Under the Merchant Marine Act, U.S. flag vessels are
subject to requisition or charter by the United States
whenever the President declares that the national security
requires such action. The owners of any such vessels must
receive just compensation as provided in the Merchant Marine
Act, but there is no assurance that lost profits, if any,
will be fully recovered. In addition, during any extension
period under each MSC charter or contract, the MSC has the
right to terminate the charter or contract on 30 days'
notice. However, the MSC has never exercised such
termination right with respect to the Company.
Certain of the Company's operations, including its
subsidized U.S. flag LASH liner service and its carriage of
U.S. foreign aid cargoes, as well as the Company's coal and
molten sulphur transportation contracts and its Title XI
financing arrangements, require the Company to be as much as
75% owned by U.S. citizens. The Company monitors its stock
ownership to verify its continuing compliance with these
requirements and has never had more than 1% of its common
stock held of record by non-U.S. citizens. The Company's
charter and stock transfer procedures do not prohibit the
acquisition of its common stock by non-U.S. citizens,
although the Board of Directors has proposed an amendment to
the charter to do so, and that amendment will be voted on by
the Company's stockholders at the Company's annual meeting
to be held in April 1996. See the information contained
under the caption "Proposed Amendment to Certificate of
Incorporation" on pages 11, 12, 13 and 14 of the Company's
"Definitive Proxy Statement" dated March 12, 1996, filed
pursuant to Section 14(a) of the Securities Exchange Act of
1934, which information is incorporated herein by reference.
The Company is required by various governmental and
quasi-governmental agencies to obtain permits, licenses and
certificates with respect to its vessels. The kinds of
permits, licenses and certificates required depend upon such
factors as the country of registry, the commodity
transported, the waters in which the vessel operates, the
nationality of the vessel's crew, the age of the vessel and
the status of the Company as owner or charterer. The
Company believes that it has or can readily obtain all
permits, licenses and certificates necessary to permit its
vessels to operate.
COMPETITION
The shipping industry is intensely competitive and is
influenced by events largely outside the control of shipping
companies. Varying economic factors can cause wide swings
in freight rates and sudden shifts in traffic patterns.
Vessel redeployments and new vessel construction can lead to
an overcapacity of vessels offering the same service or
operating in the same market. Changes in the political or
regulatory environment can also create competition that is
not necessarily based on normal considerations of profit and
loss. The Company's strategy is to reduce competitive
pressures and the effects of cyclical market conditions by
operating specialized vessels in identifiable market
segments and deploying a substantial number of its vessels
<PAGE 15>
under medium- to long-term charters or contracts and on
trade routes where it has established market shares. The
Company also seeks to compete effectively in the traditional
areas of price, reliability and timeliness of service.
Competition principally comes from numerous breakbulk
vessels and, occasionally, containerized vessels.
Much of the Company's revenue is generated by contracts
with the MSC and contracts to transport Public Law-480 U.S.
government-sponsored cargo, a cargo preference program
requiring that 75% of all foreign aid "Food for Peace" cargo
must be transported on U.S. flag vessels, if they are
available at reasonable rates. The Company competes with
all U.S. flag companies, including Overseas Shipholding
Group, Inc., OMI Corporation, Marine Transport Lines, Inc.,
Farrell Lines, Inc., Lykes Brothers Steamship Company, Sea-
Land Service, Inc. and American President Lines, Inc. for
the MSC work and the Public Law-480 cargo. Additionally,
the Company's principal foreign competitors include Hoegh
Lines, Star Shipping, Wilhelmsen Lines, and the Shipping
Corporation of India.
The Company's international flag LASH liner service
faces competition from foreign flag liner operators and, to
a lesser degree, from U. S. flag liner operators, including
those receiving operating differential subsidies. In
addition, during periods in which the Company participates
in conference agreements or rate agreements, competition
includes not only the other participants obligated to charge
the same rates, but also non-participants charging lower
rates.
Because the Company's LASH barges are used primarily to
transport large items, such as forest products, natural
rubber and steel, that cannot be transported as efficiently
in containerized vessels, the Company's LASH fleet often has
a competitive advantage over these vessels for this type of
cargo. In addition, the Company believes that the ability
of its LASH system to operate in shallow harbors and river
systems and its specialized knowledge of these harbors and
river systems give it a competitive advantage over operators
of containerized and breakbulk vessels, which are too large
to operate in these areas.
The Company's pure car carriers operate worldwide in
markets where foreign flag vessels with foreign crews
predominate. The Company believes that its U.S. flag pure
car carriers can continue to compete effectively if it
continues to receive the cooperation of its unions in
controlling costs.
EMPLOYEES
The Company employs approximately 431 shipboard
personnel and 331 shoreside personnel. The Company
considers relations with its employees to be excellent.
<PAGE 16>
All of the Company's U.S. shipboard personnel and
certain shoreside personnel are covered by collective
bargaining agreements. Central Gulf, Waterman and other
U.S. shipping companies are subject to collective bargaining
agreements for shipboard personnel in which the shipping
companies servicing U.S. Gulf and East coast ports also must
make contributions to pension plans for dockside workers.
The Employee Retirement Income Security Act of 1974, as
amended, provides for liabilities for withdrawal from a
multi-employer pension plan if an employer reduces its
operations below a minimum level. It is possible that the
failure or withdrawal of any shipping company employer may
cause other employers (such as the Company) to increase
their plan contributions or result in additional potential
liability. The Company has experienced no strikes or other
significant labor problems during the last ten years.
ITEM 2. PROPERTIES
Vessels. Of the 29 ocean-going vessels in the
Company's fleet, 26 are owned by the Company and three are
operated under operating contracts. Of the approximately
1,650 LASH barges operated in conjunction with the Company's
LASH and FLASH vessels, the Company owns approximately 1,330
barges and leases 320 barges under leases with 12-year terms
expiring in late 2003 and early 2004. The Company also owns
approximately 78 additional LASH barges, which are not
required for current vessel operations. All of the
Company's barges are registered under the U.S. flag. The
Company time charters-in 108 super-jumbo river barges (and
owns three such barges) and 14 towboats specially built to
meet the requirements of the Company's coal transportation
contract. The Company also owns 18 standard river barges
chartered to unaffiliated companies on a short-term basis
and one towboat currently operated on the spot market.
Until May 1993, the 18 river barges were bareboat chartered-
in from affiliates of the Company. Upon the expiration of
these bareboat charters, the Company purchased the barges
from these affiliates for $1.6 million in the aggregate.
Except for the approximately 78 LASH barges that are
not required for the Company's operations, all of the
vessels owned, operated or leased by the Company are in good
condition. Since 1988, the Company has completed life
extension work on six LASH vessels, completed the
refurbishment of approximately 1,300 related barges and
acquired 167 LASH barges. Management believes that the
useful lives of these vessels have been extended by this
work through at least 2003. Under governmental regulations,
insurance policies and certain of the Company's financing
agreements and charters, the Company is required to maintain
its vessels in accordance with standards of seaworthiness,
safety and health prescribed by governmental regulations or
promulgated by certain vessel classification societies.
Vessels in the fleet are maintained in accordance with
governmental regulations and the highest classification
standards of the American Bureau of Shipping or, for certain
vessels registered overseas, of Norwegian Veritas or Lloyds
Register classification societies.
<PAGE 17>
Certain of the vessels and barges owned by the
Company's subsidiaries are mortgaged to various lenders to
secure such subsidiaries' long-term debt. See Note B of the
Notes to the Company's Consolidated Financial Statements
included elsewhere herein.
Other Properties. The Company leases its corporate
headquarters in New Orleans, its administrative and sales
office in New York and office space in Houston, Chicago,
Oakland and Washington, D. C. The Company also leases space
in St. Charles and Orleans Parishes, Louisiana for the
fleeting of barges. Additionally, the Company leases a
terminal in Memphis, Tennessee that is a totally enclosed
multi-modal cargo transfer facility. In 1995, the aggregate
annual rental payments under these operating leases were
approximately $2.4 million.
The Company owns two separate facilities in St. Charles
Parish, Louisiana and one facility in Jefferson Parish,
Louisiana that are used primarily for the storage and
fleeting of barges. The Company also owns a terminal in
Gulf County, Florida that is used in its coal transportation
contract.
ITEM 3. LEGAL PROCEEDINGS
The Company is a defendant in various lawsuits that
have arisen in the ordinary course of its business in which
claimants seek damages of various amounts for personal
injuries, property damage and other matters. All material
claims asserted under lawsuits of this nature are believed
to be covered by insurance.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
<PAGE 18>
ITEM 4a. EXECUTIVE OFFICERS AND DIRECTORS OF THE REGISTRANT
Set forth below is information concerning the directors
and executive officers of the Company. Directors are
elected by the shareholders for one year terms. Executive
officers serve at the pleasure of the Board of Directors.
Name Current Position
Niels W. Johnsen Chairman and Chief Executive Officer
Erik F. Johnsen President,Chief Operating Officer and Director
Harold S. Grehan, Jr. Vice President and Director
Niels M. Johnsen Vice President and Director
Erik L. Johnsen Vice President and Director
Gary L. Ferguson Vice President and Chief Financial Officer
David B. Drake Treasurer
Laurance Eustis Director
Raymond V. O'Brien, Jr. Director
Edwin Lupberger Director
Edward K. Trowbridge Director
Niels W. Johnsen, 73, has been the Chairman and Chief
Executive Officer of the Company since its commencement of
operations in 1979 and is also Chairman and Chief Executive
Officer of each of the Company's principal subsidiaries. He
previously served as Chairman of Trans Union Corporation's
ocean shipping group of companies from December 1971 through
May 1979. He was one of the founders of Central Gulf in
1947 and held various positions with Central Gulf until
Trans Union acquired Central Gulf in 1971. He is also a
director and trustee of Atlantic Mutual Companies, an
insurance company and a director of Reserve Fund, Inc., a
money market fund.
Erik F. Johnsen, 70, has been the President, Chief
Operating Officer and Director of the Company since its
commencement of operations in 1979 and is also the President
and Chief Operating Officer of each of the Company's
principal subsidiaries except Waterman for which he serves
as Chairman of the Executive Committee. Along with his
brother, Niels W. Johnsen, he was one of the founders of
Central Gulf in 1947 and has served as its President since
1966. Mr. Johnsen is also a director of First Commerce
Corporation, a bank holding company.
Harold S. Grehan, Jr., 68, is Vice President of the
Company. He joined Central Gulf in 1958 and became Vice
President in 1959, Senior Vice President in 1973 and
Executive Vice President and Director in 1979. He
participated in the development of the Company's LASH
program and has direct responsibility for conventional and
LASH vessel traffic movements.
<PAGE 19>
Niels M. Johnsen, 50, is Vice President of the Company.
Mr. Johnsen has served as a director of the Company since
April 1988. He joined Central Gulf on a full time basis in
1970 and held various positions with the Company before
being named Vice President in 1986. He is also President of
Waterman Steamship Corporation and N. W. Johnsen & Co.,
Inc., subsidiaries of the Company engaged in LASH liner
service and ship and cargo charter brokerage, respectively.
He is the son of Niels W. Johnsen.
Erik L. Johnsen, 38, is Vice President of the Company.
He joined Central Gulf in 1979 and held various positions
with the Company before being named Vice President in 1987.
He is responsible for all operations of the Company's vessel
fleet and leads the Company's Ship Management Group. He is
also President of Sulphur Carriers, Inc., a wholly-owned
subsidiary of the Company. He is the son of Erik F.
Johnsen.
Gary L. Ferguson, 55, is Vice President and Chief
Financial Officer of the Company. He joined Central Gulf in
1968 where he held various positions with the Company prior
to being named Controller in 1977, and Vice President and
Chief Financial Officer in 1989.
David B. Drake, 40, is Treasurer of the Company. He
joined Central Gulf in 1979 and held various positions prior
to being named Treasurer in 1995.
Laurance Eustis, 82, has served as a director of the
Company since 1979. He is the Chairman of the Board of
Eustis Insurance, Inc., mortgage banking and general
insurance, located in New Orleans, Louisiana. Mr. Eustis is
also a director of First Commerce Corporation, a bank
holding company, and Pan American Life Insurance Company.
Raymond V. O'Brien, Jr., 68, has served as a director
of the Company since 1979. He is also a director of
Emigrant Savings Bank. He served as Chairman of the Board
and Chief Executive Officer of the Emigrant Savings Bank
from January 1978 through December 1992.
Edwin Lupberger, 59, has served as a director of the
Company since April 1988. Mr. Lupberger is the Chairman of
the Board, Chief Executive Officer and Director of Entergy
Corporation and its wholly-owned subsidiaries. He also is a
director of First Commerce Corporation, a bank holding
company.
Edward K. Trowbridge, 67, has served as a director of
the Company since April 1994. He served as Chairman of the
Board and Chief Executive Officer of the Atlantic Mutual
Companies from July 1988 through November 1993.
<PAGE 20>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND
RELATED SECURITY HOLDER MATTERS.
The information called for by Item 5 is included in the
1995 Annual Report to Shareholders in the section entitled
"Common Stock Prices and Dividends for Each Quarterly Period
of 1994 and 1995" and is incorporated herein by reference to
page 23 of Exhibit 13 filed with this 10-K.
ITEM 6. SELECTED FINANCIAL DATA
The information called for by Item 6 is included in the
1995 Annual Report to Shareholders in the section entitled
"Summary of Selected Consolidated Financial Data" and is
incorporated herein by reference to page 1 of Exhibit 13
filed with this 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information called for by Item 7 is included in the
1995 Annual Report to Shareholders in the section entitled
"Management's Discussion and Analysis of Financial Condition
and Results of Operations" and is incorporated herein by
reference to pages 7 through 9 of Exhibit 13 filed with this
10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated balance sheets as of December 31,
1995, and December 31, 1994, and the related consolidated
statements of income, changes in stockholders' investment
and cash flows for each of the three years in the period
ended December 31, 1995 are included in the 1995 Annual
Report to the Shareholders and are incorporated herein by
reference to pages 10 through 14 of Exhibit 13 filed with
this 10-K. Such statements have been audited by Arthur
Andersen LLP, independent public accountants, as set forth
in their report included in such Annual Report and
incorporated herein by reference to page 24 of Exhibit 13
filed with this 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
<PAGE 21>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information called for by Item 10 is incorporated
herein by reference to Item 4a, Executive Officers and
Directors of the Registrant.
ITEM 11. EXECUTIVE COMPENSATION
The information called for by Item 11 is included on
pages 7, 8 and 9 of the Company's definitive proxy statement
dated March 12, 1996, filed pursuant to Section 14(a) of the
Securities Exchange Act of 1934, and is incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The information called for by Item 12 is included on
pages 2, 3, 4 and 5 of the Company's definitive proxy
statement dated March 12, 1996, filed pursuant to Section
14(a) of the Securities Exchange Act of 1934, and is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information called for by Item 13 is included on
pages 2, 3, 4, 5 and 9 of the Company's definitive proxy
statement dated March 12, 1996, filed pursuant to Section
14(a) of the Securities Exchange Act of 1934, and is
incorporated herein by reference.
<PAGE 22>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
The following financial statements, schedules and
exhibits are filed as part of this report:
(a) 1. FINANCIAL STATEMENTS
The following financial statements and related
notes are included in the Company's 1995 Annual
Report to Shareholders and are incorporated herein
by reference to pages 10 through 24 of Exhibit 13
filed with this 10-K.
Consolidated Balance Sheets at December 31,
1995 and 1994
Consolidated Statements of Income for the years
ended December 31, 1995, 1994, and 1993
Consolidated Statements of Changes in
Stockholders' Investment for the years ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows for the
years ended December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
2. FINANCIAL STATEMENT SCHEDULES
None.
3. EXHIBITS
(3) Restated Certificate of Incorporation, as
amended, and By-Laws of the Registrant
(filed with the Securities and Exchange
Commission as Exhibit 3 to the Registrant's
Annual Report on Form 10-K for the year
ended December 31, 1987 and incorporated
herein by reference)
(4) Specimen of Common Stock Certificate (filed
as an exhibit to the Company's Form 8-A
filed with the Securities and Exchange
Commission on April 25, 1980 and
incorporated herein by reference)
<PAGE 23>
(4.1) Form of Indenture between the Company
and the Bank of New York, as Trustee,
with respect to 9% Senior Notes due
July 1, 2003 (filed as Exhibit 4(c)
to Amendment No. 1 to the Company's
Registration Statement on Form S-2
(Registration No. 33-62168) and
incorporated herein by reference).
(4.2) Form of 9% Senior Note due July 1, 2003
(included in Exhibit (4.1) hereto and
incorporated herein by reference).
(11) Statement regarding Computation of Earnings
per Share
(13) 1995 Annual Report to Shareholders
(21) Subsidiaries of International Shipholding
Corporation
(b) The Company filed a form 8-K Current Report dated
November 16, 1995, which reported under Item 5 the sale
of their interest of approximately 8% in Havtor AS, a
publicly listed company on the Oslo Stock Exchange. No
financial statements were filed with the Report.
(c) The Index of Exhibits and required Exhibits are
included following the signatures beginning at page 26 of
this Report.
<PAGE 24>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INTERNATIONAL SHIPHOLDING CORPORATION
(Registrant)
/S/Gary L. Ferguson
March 25, 1996 By ______________________________
Gary L. Ferguson
Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the
capacities and on the dates indicated.
INTERNATIONAL SHIPHOLDING CORPORATION
(Registrant)
/S/Niels W. Johnsen
March 25, 1996 By ____________________________
Niels W. Johnsen
Chairman of the Board, Director and
Chief Executive Officer
/S/Erik F. Johnsen
March 25, 1996 By _____________________________
Erik F. Johnsen
President and Director
/S/Harold S. Grehan, Jr.
March 25, 1996 By _____________________________
Harold S. Grehan, Jr.
Vice President and Director
<PAGE 25>
/S/Niels M. Johnsen
March 25, 1996 By _____________________________
Niels M. Johnsen
Vice President and Director
/S/Erik L. Johnsen
March 25, 1996 By _____________________________
Erik L. Johnsen
Vice President and Director
/S/Gary L. Ferguson
March 25, 1996 __________________________
Gary L. Ferguson
Vice President and
Chief Financial Officer
/S/Laurance Eustis
March 25, 1996 By __________________________
Laurance Eustis
Director
/S/Raymond V. O'Brien, Jr.
March 25, 1996 By __________________________
Raymond V. O'Brien, Jr.
/S/Edwin Lupberger
March 25, 1996 By __________________________
Edwin Lupberger
Director
/S/Edward K. Trowbridge
March 25, 1996 By ____________________________
Edward K. Trowbridge
Director
<page 26>
/S/Deanie E. Jones
March 25, 1996 By _____________________________
Deanie E. Jones
Chief Accounting Officer
<PAGE 27>
INTERNATIONAL SHIPHOLDING CORPORATION
EXHIBIT INDEX
Page
Exhibit Number
------- -------
(3) Restated Certificate of Incorporation, as amended, and as
amended, and By-Laws of the Registrant (filed with the
Securities and Exchange Commission as Exhibit 3 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1987 and incorporated herein by reference) --
(4) Specimen of Common Stock certificate (filed as an exhibit to
the Company's Form 8-A filed with the Securities and Exchange
Commission on April 25, 1980 and incorporated herein by reference) --
(4.1)Form of Indenture between the Company and the Bank of New
York, as Trustee, with respect to 9% Senior Notes due July 1,
2003 (filed as Exhibit 4(c) to Amendment No. 1 to the Company's
Registration Statement on Form S-2 (Registration No.33-62168)
and incorporated herein by reference). --
(4.2)Form of 9% Senior Note due July 1, 2003 (included in Exhibit (4.1)
hereto and incorporated herein by reference. --
(11) Statement Regarding Computation of Earnings Per Share --
(13) 1995 Annual Report to Shareholders --
(22) Subsidiaries of International Shipholding Corporation --