SAMPLE BALLOT
ESOP VOTING INSTRUCTIONS
The undersigned hereby directs the Administrative Committee of the Avondale
Industries, Inc. Employee Stock Ownership Plan to instruct R. Dean Church,
Rodney J. Duhon, Jr. and Blanche S. Barlotta, as trustees of the
Avondale Industries, Inc. Employee Stock Ownership Trust, to vote, as
designated below, all the shares of common stock of Avondale Industries,
Inc., help by such as Trust for the account of the undersigned on March 21,
1995 at the annual meeting of shareholders to be held on April 28, 1995,
or at any adjournment thereof.
1. Election of Directors FOR ABSTAIN
NOMINEES PROPOSED FOR ELECTION BY THE BOARD OF DIRECTORS:
all of nominees listed below (except as marked to the contrary below)
Instruction: To direct an "ABSTAIN" as to any individual names, strike a line
through the nominee's name in the
list below.
Francis R. Donovan William Harmeyer Thomas M. Kitchen
SHAREHOLDER PROPOSALS:
2. Composition of Compensation Committee..... FOR AGAINST ABSTAIN
3. Shareholder Rights Plan FOR AGAINST ABSTAIN
4. Confidential Voting FOR AGAINST ABSTAIN
5. Board of Directors Declassification FOR AGAINST ABSTAIN
6. By-Laws Adoption, Amendment or Repeal FOR AGAINST ABSTAIN
_____________________________________________________________________________
Upon receipt of these instructions properly executed, the Shares
allocated to the account of the undersigned participant will be voted in the
manner directed. If no specific directions are given as to
any one or more items, such Shares will not be voted as to such
item(s).
Dated: __________________________, 1995
_____________________________________
Signature of Participant
_____________________________________
Name (Please Print)
Please mark, sign, date and return these Voting Instructions promptly using
the enclosed postpaid return envelope.
ONLY INSTRUCTION GIVEN ON THIS FORM WILL BE FOLLOWED
ANY OTHER INSTRUCTIONS WILL BE DISREGARDED
[Note "FOR" boxes for proposals are checked on actual document being
distributed]<PAGE>
ATTENTION ALL AVONDALE
EMPLOYEE-OWNERS
As an employee of the Company, you are also on owner through the Employee
Stock Ownership Plan, which holds 49% of all Avondale common stock. You
recently received a set of Voting Instructions from the
Avondale ESOP. Please support the five shareholder proposals on the reverse
side that are designed to improve Company performance by making management
answer to the Company's owners. Please review the sample
ballot on the reverse side.
MANAGEMENT MAKES THE RULES GOVERNING THE
COMPANY. THESE RULES SERVE MANAGEMENT'S
INTERESTS, NOT YOURS.
Management has inacted a number of provisions in the Company's articles of
incorporation and by-laws that make it very difficult for shareholders like
yourself to remove incumbent directors and officers if they perform
poorly.
VOTE FOR REFORM
VOTE FOR YOUR FUTURE
BY
VOTING "FOR"
THE FIVE SHAREHOLDER PROPOSALS
See Sample Ballot on Reverse Side
As an ESOP participant, Your Vote is Confidential
Sponsored by the Avondale Shareholder Committee
The Avondale Shareholder Committee is composed primarily of Avondale
employees who own stock through the ESOP including Debra Howell,
Richard Bell, Leotha Terrell, Sr., Michael Boudreaux, Preston H. Jack, Sr.,
Roland Gooden, Sidney J. Jasmine, Edward Armstrong, Michael J.
Treme, Richard St. Blanc, Archieve Triggs, Sr., Dennis W. Roland, Calvin
Williams, Donald Mounsey, Harry L. Thompson, Sr., Don Lund,
Mamoru Honjo, Wayne C. Cousin, Eddie Johnson, Frank Ringo, Edwin Brown,
John R. Hill, Donald Varnado, Gregory Bridges, Sr., Jim Lanham,
Steve Rodrigues, Chester S. Green, Jr. and Reynard Smith..
The United Brotherhood of Carpenters and the Metal Trades Department of
the AFL-CIO, both record holders of Company stock, are also members.
