UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant o
Filed by a Party other than the Registrant þ
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
INTERNATIONAL SHIPHOLDING CORPORATION
(Name of Registrant as Specified In Its Charter)
Projection LLC
Liberty Shipping Group LLC
Philip J. Shapiro
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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On November 18, 2008, Projection LLC (Projection), Liberty Shipping Group (Liberty) and Philip
J. Shapiro filed with the Securities and Exchange Commission (the SEC) Amendment No. 7 to their
Schedule 13D (Amendment No. 7) with respect to International Shipholding Corporation, a Delaware
corporation (International Shipholding). Amendment No. 7 (filed as Exhibit 1 hereto) discloses
that Liberty intends to conduct a proxy solicitation in order to replace the entire Board of
Directors of International Shipholding (the Board) at the next annual meeting of stockholders.
On
November 18, 2008, Liberty also issued a press release attaching a
letter to the special committee of the Board, which press release is
filed as Exhibit 2 hereto.
***
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE
SOLICITATION OF PROXIES BY LIBERTY AND ITS AFFILIATES FROM THE STOCKHOLDERS OF INTERNATIONAL
SHIPHOLDING FOR USE AT ITS ANNUAL MEETING, WHEN AND IF THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY
SOLICITATION. WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE
MAILED TO STOCKHOLDERS OF INTERNATIONAL SHIPHOLDING AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE
SECURITIES AND EXCHANGE COMMISSIONS WEBSITE AT HTTP://WWW.SEC.GOV.
PARTICIPANT INFORMATION
In accordance with Rule 14a-12(a)(1)(i) of the Securities Exchange Act of 1934, as amended, the
following persons are anticipated to be, or may be deemed to be, participants in any proxy
solicitation by Liberty: Liberty, Projection LLC and Mr. Philip J. Shapiro. Projection LLC is the
direct beneficial owner of 625,100 shares of Common Stock of International Shipholding. Liberty,
as the direct parent company of Projection LLC, and Mr. Shapiro, as the manager of Liberty, may be
deemed to indirectly beneficially own the Common Stock beneficially owned by Projection.
***
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Exhibits |
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Exhibit 1:
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Amendment No. 7 to Schedule 13D of Projection LLC, Liberty
Shipping Group LLC and Philip J. Shapiro, filed with the SEC on
November 18, 2008. |
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Exhibit 2:
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Press release issued on November
18, 2008 by Liberty. |