SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Avondale Industries, Inc.
(Name of Registrant as Specified In Its Charter
Board of Directors of Avondale Industries, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X]* $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2). *previously paid
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:<FN1>
4) Proposed maximum aggregate value of transaction:
<FN1> Set forth the amount on which the filing fee is calculated
and state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
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<PAGE>
[AVONDALE LETTERHEAD]
April 20, 1994
Dear Fellow Employee,
As you may be aware, the union has proposed a list of issues to
be voted on by the shareholders at the annual shareholders
meeting on May 6, 1994.
I wanted to be sure you received the Company's position statement
opposing these proposals. The Company urges you to vote AGAINST
those proposals and FOR the two nominees for director. Enclosed
is a copy of the Company's position on the initiatives and sample
voting instructions showing how to vote against the proposals and
for the two directors.
Sincerely,
/s/ Al Bossier
Enclosure
<PAGE>
[AVONDALE LETTERHEAD]
April 19, 1994
Dear ESOP Participant:
Proxy solicitation material from a group calling itself the
"Avondale Shareholder Committee" has recently been filed with the
Securities and Exchange Commission proposing advisory shareholder
votes asking the Company's Board of Directors to consider changes
to the Company's corporate governance structure.
You need to appreciate that this so-called "committee" is
controlled by union organizers who your Company's Board of
Directors and management believe are motivated not by legitimate
stockholder interests but rather by the desire to advance union-
related goals that are harmful to the interests of the Company's
stockholders and employees. Your Company's Board of Directors
and management strongly urge you NOT to vote in favor of any
proposal advanced by this committee. We ask you to sign, date
and return any voting instruction form you may receive with a
vote AGAINST each of the committee proposals and FOR the two
nominees for director.
We have noted that included among the members of the committee
are the United Brotherhood of Carpenters and Joiners of America
("Union") and John Meese, president of the Metal Trades
Department, AFL-CIO. The Union, which is an affiliate of the
Metal Trades Department, and Mr. Meese became stockholders of
record of the Company on April 1, 1994, two business days prior
to the record date for the meeting, when they purchased a total
of 150 shares of the Company's common stock. We also have noted
that the committee's proxy card has named in addition to Mr.
Meese, Ed Durkin (director of special programs for the Union) and
Phil Miller, a local union organizer, each of whom is a full-time
union professional and neither of whom are stockholders, as the
proxy holders for the annual meeting. It is our belief that this
amounts to undeniable evidence that the committee is union
controlled.
In June 1993, an election was conducted to determine whether
certain of the Company's main shipyard's employees desired to be
represented by the Metal Trades Department of the AFL-CIO. The
National Labor Relations Board is in the process of determining
the final outcome of the election.
The Company has opposed the unionization of the workforce at the
main shipyard because the Board of Directors and management
believes unionization is not in the best interests of the
Company's employees or stockholders. The Company's Board of
Directors and management believe that the goals of the union,
through the committee, in conducting its proxy solicitation are
to attempt to discredit the Company's management and to attempt
to weaken the Company's resolve in opposing the unionization of
certain of its employees. The Company is just one of many
companies that have recently been the target of this union tactic
of fostering proxy contests, which the Company's Board of
Directors and management believe is an inappropriate way to
address labor matters.
The Company is currently the only major non-union shipyard in the
United States. The Company's Board of Directors and management
believe that the Company's competitive advantage is due in part
to its non-union status and that to give in to union pressure
would be detrimental to stockholders' interests.
The year 1993 marked a significant turning point for the Company
as its stock price more than tripled. In addition, during 1993
the Company successfully secured shipbuilding contracts that
increased its backlog from a low during the year of approximately
$495 million to over $2.2 billion (with options) at year end, an
increase of over 400%. The Company also successfully negotiated
with the U.S. Navy a $145 million settlement of the Company's
previously submitted Requests for Equitable Adjustment with
respect to those contracts that were a major reason for the
Company's losses in recent years, and reduced its indebtedness
over the past 18 months by approximately $82 million. These
actions substantially strengthened the Company's financial
condition and positioned the Company to take advantage of future
business opportunities.
The same management that the committee has charged with
"mismanagement" is responsible for the positive developments in
1993 that will benefit the stockholders and employees in the
years ahead. Actions taken by the Company's management will
enable the Company to continue to sustain employment at
relatively high levels, as the Company was able to do during the
difficult period in the late 1980s and early 1990s when many
other companies were dramatically downsizing their workforce or
going out of business entirely. The Company encourages you to
read the Company's 1993 Annual Report, which contains information
regarding the achievements of the Company's management and the
Company's prospects.
The Company's Board of Directors is fully informed regarding the
ongoing debate over the appropriate structure of the governance
of American corporations. The Board continually evaluates these
concerns in fulfilling its obligation to manage the Company in
the best interests of its stockholders.
The Company's employees and management have worked very hard to
return the Company to profitability and the prospects for a
profitable future are bright. The Company does not believe it is
in the stockholders' or employees' best interests to disrupt the
Company's turnaround at the very time when both the stockholders
and employees are on the verge of reaping the rewards of these
efforts.
Once again, we urge you to sign, date and return any voting
instruction form you may receive with a vote AGAINST each of the
committee proposals and FOR the two nominees for director.
Sincerely,
THE BOARD OF DIRECTORS OF
AVONDALE INDUSTRIES, INC.
By:
Albert L. Bossier, Jr.
Chairman, President &
Chief Executive Officer
<PAGE>
SAMPLE VOTING INSTRUCTIONS
Election of Directors:
[X] FOR both nominees listed below (except [ ] WITHHOLD AUTHORITY
as marked to the contrary below) to vote for both nominees
listed below
INSTRUCTIONS: To withhold authority to vote for either nominee, strike a
line through the nominee's name listed below.
Albert L. Bossier, Jr. Hugh A. Thompson
COMMITTEE PROPOSALS
1. Independent Board Resolution
[ ] FOR [X] AGAINST [ ] ABSTAIN
2. Nominating Committee Resolution
[ ] FOR [X] AGAINST [ ] ABSTAIN
3. Confidential Proxy Voting Resolution
[ ] FOR [X] AGAINST [ ] ABSTAIN
4. Board of Directors Declassification
Resolution
[ ] FOR [X] AGAINST [ ] ABSTAIN
5. Cumulative Voting Resolution
[ ] FOR [X] AGAINST [ ] ABSTAIN
6. Reconstitution of Compensation Committee Resolution
[ ] FOR [X] AGAINST [ ] ABSTAIN
Date: , 1994
Signature of Shareholder
Additional Signature, if held jointly
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON.
