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
Date of Report (Date of earliest event reported): September 26, 2005
INTERNATIONAL SHIPHOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 2-63322 36-2989662
(State or other jurisdiction (Commission File Number) (IRS Employer 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)
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
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 26, 2005, International Shipholding Corporation (the
"Company") entered into a Loan Agreement by and among (1) Central Gulf Lines,
Inc., a wholly-owned subsidiary of the Company ("CGL"), as borrower, (2) the
Company, as guarantor, (3) the banks and financial institutions listed on
Schedule I thereto (the "Lenders"), as lenders, (4) DnB NOR Bank ASA, as
facility agent and as arranger and (5) Deutsche Schiffsbank Aktiengesellschaft,
as security trustee for the Lenders and as arranger. Under the Loan Agreement,
the Lenders agreed to provide CGL with a term loan of $32,000,000. The proceeds
were used by CGL on September 27, 2005, to purchase a Panamanian flagged pure
car and truck carrier to be reflagged under the United States flag (the
"Vessel").
The loan is secured by the Vessel, its charter hire and insurances, and
is guaranteed by the Company. The loan will bear interest at a fluctuating rate
per annum equal to LIBOR plus an applicable margin ranging from 1.0% to 1.25%.
The Loan Agreement contains affirmative and negative covenants that,
among other things, require the Company to maintain a specified tangible net
worth, leverage ratio, interest coverage ratio and working capital. The Loan
Agreement also contains customary events of default. Upon the occurrence of an
event of default that remains uncured after any applicable cure period, CGL may
be required to make immediate repayment of all indebtedness to the Lenders and
the Lenders would be entitled to pursue other remedies against CGL, the Vessel
and the Company under its guaranty.
The foregoing disclosure is qualified in its entirety by reference to
the Loan Agreement, a copy of which is filed with this report as Exhibit 10.1.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information set forth in Item 1.01 below is incorporated herein by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Loan Agreement, dated September 26, 2005, by and among Central
Gulf Lines, Inc., International Shipholding Corporation, the
banks and financial institutions listed on Schedule I thereto,
DnB NOR Bank ASA and Deutsche Schiffsbank Aktiengesellschaft.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNATIONAL SHIPHOLDING CORPORATION
By: /s/ Manuel G. Estrada
------------------------------------------
Manuel G. Estrada
Vice President and Chief Financial Officer
Date: September 30, 2005
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
10.1 Loan Agreement, dated September 26, 2005, by and among Central
Gulf Lines, Inc., International Shipholding Corporation, the
banks and financial institutions listed on Schedule I thereto,
DnB NOR Bank ASA and Deutsche Schiffsbank Aktiengesellschaft.