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EX-99.1 - EX-99.1 - INTERNATIONAL SHIPHOLDING CORPd576035dex991.htm

 

 

UNITED STATES

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

July 25, 2013

Date of Report (Date of Earliest Event Reported)

Commission file number – 001-10852

 

 

INTERNATIONAL SHIPHOLDING CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   36-2989662

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

 

11 North Water Street, Suite 18290 Mobile, Alabama   36602
(Address of principal executive offices)   (Zip Code)

(251) 243-9100

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 


Item 8.01

Other Events.

On July 25, 2013, International Shipholding Corporation, a Delaware corporation (the “Company”), announced that it had priced its $27.5 million public offering of shares of its 9.00% Series B Cumulative Redeemable Perpetual Preferred Stock (the “Series B Preferred Shares”) at the public offering price of $100 per share. The Company has granted the underwriters for this offering a 30-day option to purchase up to an additional 41,250 Series B Preferred Shares on the same terms and conditions.

A copy of the press release announcing the pricing of the Company’s offering of the Series B Preferred Shares is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward Looking Statements

Except for the historical and factual information contained herein, the matters set forth in this report, including statements regarding the terms of the offering, the anticipated use of the proceeds therefrom and other statements identified by words such as “expects,” “will,” “intends,” and similar expressions are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of risks and uncertainties that may cause actual events and results to differ materially from those anticipated, estimated, projected, expressed or implied if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. Factors that could affect actual results include but are not limited to: satisfaction of each of the conditions to the underwriters’ obligation to consummate the offering; corporate developments that could preclude, impair or delay the consummation of the offering due to restrictions under the federal securities laws; changes in our cash requirements, financial position, financing plans or investment plans; changes in general market, economic, regulatory or industry conditions; and other risks referenced from time to time in our filings with the Securities and Exchange Commission. Due to the above-listed uncertainties, there can be no assurances that the above-described offering will be consummated on the terms described above or at all. You should be aware that new factors may emerge from time to time and it is not possible for us to identify all such factors, nor can we predict the impact of each such factor on our plans, or the extent to which any one or more factors may cause actual results to differ from those reflected in any of our forward-looking statements. Accordingly, you are cautioned not to place undue reliance upon any of our forward-looking statements, which speak only as of the date made. We undertake no obligation to update or revise for any reason any forward-looking statements made by us or on our behalf, whether as a result of new information, future events or developments, changed circumstances or otherwise.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The exhibit to this current report on Form 8-K is listed in the Exhibit Index, which appears at the end of this report and is incorporated by reference herein.


SIGNATURES

Pursuant to the requirements of the Securities and 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

  /s/ Manuel G. Estrada
  Manuel G. Estrada
  Vice President and Chief Financial Officer

Date: July 25, 2013


Exhibit Index

 

Exhibit
No.

  

Description

99.1*

  

Press Release by International Shipholding Corporation dated July 25, 2013, announcing the pricing of its offering of Series B Preferred Shares.

 

*

Filed herewith.