SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 22, 1998
INTERNATIONAL SHIPHOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 2-63322 36-2989662
(State or other (Commission File Number) (Federal Employer
jurisdiction Identification No.)
of incorporation)
650 Poydras Street, New Orleans, Louisiana 70130
(Address of principal executive offices) (Zip Code)
(504) 529-5461
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Item 5. Other Events
On January 22, 1998, International Shipholding Corporation
(the "Company") completed the private placement of $110,000,000
of the Company's 7 3/4 % Senior Notes due 2007 (the "Notes").
The Company received net proceeds from the sale of the Notes of
approximately $106.3 million and intends to use substantially all
of the net proceeds from the offering to repay approximately
$103.0 million in principal amount of secured indebtedness of
certain of the Company's subsidiaries and to repay approximately
$1.3 million of the Company's existing revolving credit facility.
The Notes have not been registered under the Securities Act
of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements thereunder. The holders of the Notes
are entitled to certain registration rights, pursuant to a
registration rights agreement which provides that the Company
will (a) within 60 calendar days after the date of original issue
of the Notes (the "Issue Date"), file a registration statement
with the Securities and Exchange Commission (the "Commission")
with respect to an offer to exchange (the "Exchange Offer") the
Notes for the Company's 7 3/4 % Senior Notes due 2007 (the
"Exchange Notes") which will have terms substantially identical
to the Notes (except that the Exchange Notes will not contain
terms with respect to transfer restrictions under the Securities
Act of 1933) and (b) use its best efforts to cause the
registration statement to be declared effective within 150 days
after the Issue Date. Under certain circumstances, the Company
will file with the Commission a shelf registration statement to
cover resales of the Notes by holders thereof.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Exhibits
4.1 Indenture dated January 22, 1998, between the
Company, as Issuer, and The Bank of New York, as
Trustee.
10.1Registration Rights Agreement dated January 22,
1998 among the Company and Citicorp Securities,
Inc., Citibank Canada Securities Limited and
Citibank International plc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
INTERNATIONAL SHIPHOLDING CORPORATION
By: /s/ Gary L. Ferguson
------------------------------
Gary L. Ferguson
Vice President and
Chief Financial Officer
Dated: January 22, 1998
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 Indenture dated January 22, 1998
among the Company, as Issuer, and
The Bank of New York, as Trustee.
10.1 Registration Rights Agreement dated
January 22, 1998 among the Company
and Citicorp Securities, Inc.,
Citibank Canada Securities Limited
and Citibank International plc.