AVONDALE SHAREHOLDER COMMITTEE
3515 I-10 Service Road
Metairie, LA 70002
April 21, 1994
TO ALL AVONDALE ESOP PARTICIPANTS:
Enclosed are numerous documents, all of which relate to or are
in reaction to an independent shareholder solicitation launched by
the Avondale Shareholder Committee.
The Avondale Shareholder Committee is comprised of non-
management Avondale shareholders including 28 of your fellow
Avondale ESOP participants, AFL-CIO Metal Trades Department
President John Meese, and the United Brotherhood of Carpenters.
The Committee is proposing six resolutions to change the way
Avondale Industries is governed by its shareholders and Board of
Directors. The proposals will be voted upon at Avondale's May 6
Annual Shareholder Meeting. If approved and adopted, these
proposals would make Avondale management more responsive to
Avondale's owners, including about 12,000 current and former
Avondale employees who own 50% of the company's stock through the
ESOP.
The independent shareholder solicitation by the Shareholder
Committee is an attempt by worker-owners to address, through a
comprehensive package of corporate governance reforms, what we
consider to be the poor performance of our Company. We believe that
our company's under-performance relative to its peer group is a
result of mismanagement, not market forces.
We are convinced that this mismanagement is perpetuated by a
director selection process and by-law provisions which allow
incumbent management to exercise virtually unchecked control of our
Company. For that reason, we seek your support for a series of
corporate governance reforms designed to improve the integrity of
the director selection process and the quality of the board's
decision making process.
Even though Avondale doesn't bother to argue the merits of its
opposition to our proposals, we urge you to read all of these
materials carefully and make up your own mind! We would point out,
however, that while Mr. Bossier attacks the sponsors of the
proposal, 28 of them are for your fellow Avondale ESOP participants
and include long-term Avondale employees who have owned Avondale
stock through the ESOP every bit as long as he has.
Please read the enclosed "Independent Shareholder
Solicitation" proxy statement by the Avondale Shareholder Committee
and vote FOR each of the shareholder Resolutions explained in the
Shareholder Committee's proxy material and listed on the pink ESOP
VOTING INSTRUCTION card. Your vote on these Resolutions and on the
election of directors will be kept confidential by Price
Waterhouse, the firm tabulating the Voting Instructions.
MAKE SURE THAT YOU VOTE ON EVERY ITEM!!! IF YOU DO NOT VOTE ON
A PARTICULAR ITEM, NO VOTE WILL BE CAST BY THE TRUSTEES FOR YOU.
Again, the Avondale Shareholder Committee urges you to vote
FOR our six resolutions (items 2 through 7 on your voting card).
Sincerely,
The Avondale Shareholder Committee
