PROXY STATEMENT
Independent Shareholder
Solicitation
RE: AVONDALE INDUSTRIES, INC.
APRIL 6, 1995
This proxy statement is provided to shareholders of Avondale Industries, Inc.
("Avondale" or "Company") by the AVONDALE Shareholder Committee
("Shareholder Committee") in connection with the solicitation on behalf of
the Shareholder Committee of proxies for use at the Annual Meeting of
stockholders of the Company scheduled to be held on Friday, April 28, 1995,
at 10:00 a.m. local time at the Company's Administration Building, 5100
River Road, Avondale, Louisiana, and at any adjournment thereof.
This proxy statement explains five shareholder proposals ("Shareholder
Proposals") advocating corporate governance reforms that will be offered
for a vote at the April 28 Annual Meeting. Members of the Shareholder
Committee have informed the management of Avondale that the Shareholder
Proposals will be formally raised for a vote at the annual meeting. We urge
you to consider the corporate governance Shareholder Proposals and vote in
favor of the reforms. The green proxy card enclosed allows you to vote for
the Shareholder Proposals, as well as for the election of directors and
other matters which the Board of Directors may bring before the shareholders
for a vote.
PLEASE SIGN, DATE AND RETURN THE ENCLOSED GREEN PROXY CARD TO:
Avondale Shareholder Committee
3515 I-10 Service Road 504-454-1552
Metairie, LA 70002 Fax 504-454-2584
Only holders of record of common stock of the Company at the close of
business on March 21, 1995 are entitled to notice of and to vote at the
annual meeting. On that date, the Company had outstanding 14,464,175 shares
of common stock, each of which is entitled to one vote with respect to each
matter considered at the annual meeting.
This proxy statement is being mailed to stockholders on or about April 14,
1995. The cost of soliciting proxies will be borne by the Shareholder
Committee. In addition to the use of the mail, proxies may be solicited by
personal interview and telephone. Banks, brokerage houses, other
institutions, nominees, and fiduciaries will be requested to forward the
soliciting material.
AVONDALE SHAREHOLDER COMMITTEE
The Avondale Shareholder Committee ("Committee") and its individual members
have joined together to raise important issues about how Avondale is managed.
Five Shareholder Proposals, which are discussed more fully below, will be
presented for a shareholder vote at the upcoming annual meeting of
shareholders. The Committee and its individual members are motivated by a
strong desire to improve the economic performance of the Company. The
members' job security and retirement security are dependent upon the economic
success of the Company. We believe the reforms addressed by the proposals on
which you will be voting will create a corporate governance structure in
which management will be more accountable to the owners. This increased
accountability will translate into improved management and improved
performance.
The Company's economic performance under the present management has been
dismal. The stock price calculations presented in the Company's 1995 proxy
statement confirm our position. If the Company's financial performance had
been on par with industry peers, there would be no urgency to the reforms
the Committee proposes. But during this period of bad financial performance,
management and the board of directors have entrenched themselves. The
members of the Committee think its time to elect directors annually,
Shareholders Right Plan, which was recently adopted by the Board without a
shareholder vote.
Who comprises the Committee? The major constituency represented by the
Committee are working men and women who labor hard for Avondale and its
shareholders. 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 Brow, and
Reynard Smith are Committee members. These Avondale employees and fellow
Avondale employees and retirees participate in the Avondale Employee Stock
Ownership Plan ("ESOP"). These employees are joined on the Committee by the
United Brotherhood of Carpenters and Joiners of America ("UBC"), a record
holder of 50 shares of Company common stock, and the Metal Trades Department
of the AFL-CIO, a record holder of 100 shares of common stock.
The Company's proxy statement goes to great length to disparage the efforts
and intentions of the Committee. As important owners in the Company, the
employee shareholders and allies on the Committee urge shareholders to
consider two points when deliberating on how to vote: Consider the Company's
economic performance over the past five years, and the merits of each
Shareholder Proposal.
A collective bargaining representation election among Avondale employees was
conducted in 1993 by the New Orleans Metal Trades Council, of which the UBC
is an affiliate. On March 28, 1995, a National Labor Relations Board hearing
examiner overruled all the election objections against the union. The hearing
examiner sustained 273 of the 850 challenges to the ballots which means that
the union needs 19 of the remaining 577 ballots to obtain a majority. Further
legal action prior to certification of the union as collective bargaining
agent is anticipated.
CORPORATE GOVERNANCE REFORM EFFORT
This proxy solicitation is being undertaken to improve the long-term
financial performance of Avondale Industries, Inc. The members of the
Shareholder Committee believe that by implementing corporate governance
reforms that increase management accountability to shareholders and improve
the overall decision-making process of the board of directors, the financial
performance of the Company can be improved.
The Avondale Shareholder Committee conducted a proxy solicitation last year
in support of shareholder proposals that sought the following: a majority of
independent directors on the board; an independent nominating committee;
confidential proxy voting; annual election of all directors (declassified
board); cumulative proxy voting; and an independent compensation committee.
Last year's proposals received support from a significant minority of
shareholders, despite management's opposition. Management responded to our
1994 solicitation by partially implementing some of the reforms advocated by
the Avondale Shareholder Committee. Specifically, Avondale's directors added
one independent director (Francis Donovan) to the board, and removed Anthony
J. Correro, III (Avondale's attorney) from the Board's Compensation
Committee, replacing him with Mr. Donovan.
This year's corporate governance reform proposals are designed to build upon
last year's success and promote real, meaningful reforms that will benefit
all shareholders.
At the annual meeting, members of the Shareholder Committee will formally
introduce the Shareholder Proposals which promote the following reforms:
(1) Confidential Voting: The Proposal would amend the by-laws to provide that
all ballots be kept confidential, except to the extent the law requires
disclosure, and that vote tabulation be done by independent election
inspectors.
(2) Board of Directors Declassification: The Proposal would amend the
Company's articles of incorporation and by-laws to provide that all directors
stand for election annually instead of one-third of the Board members being
elected each year for three year terms.
(3) Reconstitution of the Compensation Committee: The Proposal would amend
the by-laws to provide that the Board's Compensation Committee be composed of
three independent directors selected by the full Board.
(4) Shareholder Rights Plan: The Proposal would urge the Board to redeem the
recently adopted Shareholder Rights Plan unless the Plan receives the support
of a majority of the Company's shareholders.
(5) By-Law Adoption, Amendment or Repeal: The Proposal seeks to allow for the
adoption, amendment or repeal of Company by-laws by a two-thirds vote of the
shareholders. (An 80% vote is presently required to amend, adopt or repeal
by-laws).
CORPORATE GOVERNANCE & FINANCIAL PERFORMANCE
We strongly believe that our Company's financial performance is closely
linked to its corporate governance policies and procedures, and the level of
accountability they impose. Since the legal authority to run American
corporations rests with the board of directors, the election of corporate
directors is the primary avenue by which shareholders can promote management
accountability. Unfortunately, we believe Avondale's Board of Directors has
devised a number of technical procedures that provide a tremendous advantage
to incumbents during director elections, reduce the Board's effectiveness,
and reduce accountability to shareholders. In our opinion, a brief analysis
of the price history of the common stock, Avondale's large cumulative losses,
and Avondale's performance relative to its peer group, provides evidence of
long-term, on-going mismanagement.
(i) Avondale Has Big Cumulative Losses Under Current Management
Avondale Industries has no retained earnings. At September 30, 1994,
according to the Company quarterly report (Form 10-Q), the Company had
provided investors with a cumulative earnings deficit (i.e. negative retained
earnings) of $257.5 million. In the past five years, Avondale's management
team has delivered the following:
Fiscal Year Net Income (Loss) Earnings (Loss) Per Share
1994 $ 13.1 mil $ .90
1993 ( 8.8 mil) (0.61)
1992 ( 11.2 mil) (0.78)
1991 (140.9 mil) (9.76)
1990 ( 25.8 mil) (1.71)
5 YR. LOSS $ (173.6 mil) $ (11.96)
While 1994 appears to be a substantial improvement over 1993, a closer look
at the numbers reveals a one-time gain of $3.5 million ($0.24 per share)
related to revisions of estimated contract profits on several shipbuilding
contracts which have been completed and a reduction of interest expenses of
from $8.9 million to $4.4 million. Together, these items add up to 60% of
the Company's 1994 earnings.
(ii) Avondale's Stock Underperforms Its Peer Group
The stock price performance chart in Avondale's 1995 proxy statement,
reprinted below, provides evidence of the Company's underperformance
relative to its peer group. According to the chart, the performance of
Avondale common stock was 220% percent below a composite of its peer group
at the conclusion of the five years ending December 31, 1994. In terms of
real dollar losses to investors, the chart indicates that a $100 investment
in Avondale's common stock on December 31, 1989 would have declined in value
in value to $67 by year-end 1994, a 33% loss in value. In contrast, a $100
investment in the common stock of the peer group would have increased in
value to $147.54 by December 31, 1994, a 47.54% gain in value. The $80.54
(i.e. 80.54%) gap between an investment in Avondale and an investment in the
Company's peer group helps quantify the high cost of poor performance.
(Performance Chart Appears Here)
Index Cumulative Total Shareholder Return December 31,
1990 1991 1992 1993 1994
The Company 50.79 35.66 20.53 63.76 67.00
Peer Group 79.68 71.15 104.39 164.91 147.54
NASDAQ 81.12 104.14 105.16 126.14 132.44
(iii) Avondale's Stock Price Has Lost Significant Value Under Current
Management
Under the reign of Chairman and CEO Al Bossier, Avondale Industries' common
stock has declined from its initial price in 1985 of $33.20 to its current
price of approximately $7.62, a 77% percent decline in value.
When Mr. Bossier became chairman and CEO in 1985, the Company common stock
was worth $33.20 per share (the price the Avondale ESOP paid Ogden for the
stock). The Company then went public in 1988 at a price of $15 per share.
The Company stock price peaked in the second quarter of 1989 at $21.75 then
plummeted to $0.875 (7/8) per share in the third quarter of 1992. The stock
then rebounded to $7.375 per share at the close of 1993. On May 6, 1994, the
date of last year's annual meeting, Avondale common stock closed at $7.75
per share. One year later, the stock has not moved above this price, despite
the fact that the Company earned its first profit in five years and has a
record high backlog. Apparently, the broad spectrum of investors see deep,
underlying problems with Avondale that do not make it an attractive purchase.
CORPORATE GOVERNANCE REFORMS
We believe that each of the Shareholder Proposals present a necessary reform
to the Company's current governance system which vests too much power in the
hands of the incumbent Board. As a complimentary set of reforms, we believe
the Proposals will help to spur fundamental change in the director nomination
and election processes. It is our belief that the result of such changes will
be greater Board and management accountability to the owners of the Company.
Please read the text of the Proposals and the supporting statements which
accompany each. The enclosed green proxy card affords you an opportunity to
vote on the election of directors and each of the proposed Shareholder
Proposals. The Shareholder Proposals related to confidential voting,
declassification of the Board, the formation of a Compensation Committee, and
by-law reform are in the form of specific by-law changes and would require an
80% vote to pass under the current Company by-laws. The Proposal relating to
the redemption of the shareholder rights plan is advisory, and would require
only a majority vote to pass.
REFORM 1: CONFIDENTIAL VOTING PROPOSAL
The text of the by-law amendment regarding confidential voting reads as
follows:
RESOLVED: To amend Section 2.7 of Avondale Industries, Inc.'s
("Corporation") by-laws by adding the following language after the existing
language:
The voting of all proxies, consents and authorizations be secret, and no such
document shall be available for examination nor shall the vote or identity of
any shareholder be disclosed except to the extent necessary to meet the legal
requirements, if any, of the Corporation's state of incorporation. Further,
the receipt, certification and tabulation of such votes shall be performed by
independent election inspectors.
It is vitally important that a system of confidential proxy voting be
established at our Corporation. Confidential balloting is a basic tenet of
our political electorial process that ensures its integrity. The integrity of
corporate board elections should also be protected against potential abuses
given the importance of corporate policies and practices to corporate owners
and our national economy.
The implementation of a confidential voting system would enhance shareholder
rights in several ways. First, absent confidential voting, incumbent
managers and directors have the power to review incoming proxies prior to a
tabulation of votes and resolicit proxies from shareholders voting against
management. Second, in protecting the confidentiality of the corporate
ballot, shareholders would feel free to oppose management nominees and issue
positions without fear of retribution. Finally, it is our belief t
Confidential voting is gaining popularity. Approximately 156 major U.S.
publicly-traded companies had adopted confidential proxy voting procedures
for corporate elections. The list of Fortune 500 companies with confidential
voting includes AT&T, American Express, American Brands, Coca Cola, CitiCorp,
Gillette, Exxon, General Electric, General Mills, General Motors, Honeywell,
Avon Products, 3M, Du Pont, Boeing, Lockheed, Amoco, Mobil, Eastman Kodak,
IBM, Xerox and many others. It's time for our Company to do the same.
For the reasons outlined above, we urge you to VOTE FOR THIS PROPOSAL.
REFORM 2: DECLASSIFICATION OF THE BOARD
Avondale's Articles of Incorporation and By-laws both contain provisions
specifying the classification of the Company's Board of Directors. The text
of the Proposal to declassify the board reads as follows:
RESOLVED:
(1) To amend Article IV, Sec. B. of Avondale Industries, Inc.'s ("Company")
Articles of Incorporation by replacing existing language with the following:
All directors shall stand for election annually.
AND FURTHER RESOLVED,
(2) To amend Section 3.3 of Avondale Industries, Inc.'s ("Company") bylaws by
replacing existing language with the following:
All directors shall stand for election annually.
The election of corporate directors is the primary avenue in the American
corporate governance system for shareholders to influence corporate affairs
and exert accountability on management. We strongly believe that our
Company's financial performance is closely linked to its corporate governance
policies and procedures, and the level of management accountability they
impose. We are very disturbed by our Company's current system of electing
only one-third of the board of directors each year. We believe this
staggering of director terms prevents shareholders from annually registering
their view on the performance of the Board collectively and each director
individually.
The staggered Board can help insulate directors and senior executives from
the consequences of poor performance by denying shareholders the opportunity
to replace an entire Board which is pursuing failed policies. Regardless of
whether you believe the current Board and management team is performing
satisfactorily or not, we believe it is clearly in the best interest of the
Company and its shareholders that a process be in place that allows
shareholders to take decisive action if they believe the Board is failing to
realize the full potential of the Company's assets.
We urge you to VOTE FOR THIS BY-LAW AMENDMENT.
REFORM 3: COMPENSATION COMMITTEE (3 INDEPENDENT DIRECTORS)
The text of the compensation committee shareholder proposal reads as follows:
RESOLVED: To amend Section 5.2 of Avondale Industries, Inc.'s ("Corporation")
bylaws by replacing the existing language with the following:
5.2 Compensation Committee
The Board shall establish a Compensation Committee consisting of three
independent directors. For these purposes, the definition of independent
director shall mean a director who:
has not been employed by the Corporation or an affiliate in an executive
capacity within the last five years;
is not an employee of a corporation or member of a firm that is one of the
Corporation's paid advisers or consultants;
is not employed by a significant customer, supplier or provider of
professional services;
has no personal services contract with the Corporation;
is not employed by a foundation or university that receives significant grants
or endowments from our Corporation;
is not a relative of an executive officer of the Corporation;
The Compensation Committee shall determine the general compensation to be
paid to employees of the Corporation shall approve any employment agreements
and shall administer the Performance Share Plan, the Stock Appreciation Plan,
any stock option grants and any other incentive compensation. Members of the
Compensation Committee shall be selected by the entire Board.
The methods and criteria for evaluating and compensating managers sets the
incentive structure for how those managers will direct our Corporation and
therefore has a major impact on overall Corporation performance. Accordingly,
the interests of shareholders are best served when management compensation
decisions are made by independent-minded individuals free from potential
conflicts of interest.
REFORM 4: SHAREHOLDER RIGHTS PLAN ("POISON PILL")
The text of the Shareholder Rights Plan Proposal reads as follows:
RESOLVED: That the shareholders of Avondale Industries, Inc. ("Company") urge
the Board of Directors to redeem the rights issued pursuant to the
Stockholder Protection Rights Plan (unilaterally adopted by our Board of
Directors on September 26, 1994) unless a majority of voting shares approve
of these rights at a meeting of shareholders held as soon as is practical.
Our Company's Stockholder Protection Rights Plan ("Rights Plan"), commonly
referred to as a "poison pill," is an extremely powerful anti-takeover device
that was unilaterally adopted by Avondale Industries, Inc.'s board of
directors on September 26, 1994. We believe anti-takeover defenses like
"poison pills" reduce shareholder value over the long-run by (1) entrenching
management, thus reducing the ability of shareholders to replace management
in the event of poor performance; and (2) reducing the probability that
someone will make a bid for Company shares at above market value.
While our Company's Rights Plan is written in complicated legal jargon, it
can be explained quite simply. Absent a "poison pill," a bidder for our
Company could make an offer to all shareholders to buy their holdings at a
fixed price above the market value without the prior approval of the board of
directors. Shareholders have the option to either accept the offer and tender
their shares or reject the offer if they believe the premium offered is
insufficient compensation. With a "poison pill" in place, a bidder must de
facto receive the approval of the Board of Directors prior to making an offer
to shareholders. Absent that approval, the Board of Directors can declare
the bidder unfriendly and trigger the "poison pill."
The argument that a board of directors needs a "poison pill" in order to
negotiate a better offer from bidders or prevent so-called "abusive takeover
practices" is deceptive. In 1986, the Office of the Chief Economist of the
U.S. Securities and Exchange Commission issued a study entitled "The Effects
of Poison Pills on the Wealth of Target Shareholders" that concluded
"Overall, the evidence presented here is consistent with the view that
poison pills are not in the best interest of shareholders."
We strongly believe that it is the shareholders (who are the owners of the
Company), not the directors and managers (who merely act as agents for the
owners), who should have the right to decide what is or is not a fair price
for their shareholdings. Our Company's poison pill takes this decision away
from shareholders by forcing bidders to negotiate with the Board. If this
proposal receives a majority of the votes case, management would not be
required to redeem the rights issued pursuant to the plan as the Proposal
only urges the board to consider redemption of the rights.
We urge you to VOTE FOR THIS PROPOSAL.
REFORM 5: AMENDMENT PROCESS
Avondale's Articles of Incorporation and By-laws both contain provisions
relating to the process of amending the By-laws. The text of the amendment
process shareholder proposal reads as follows:
RESOLVED: To amend Article VI of Avondale Industries, Inc.'s ("Corporation")
Articles of Incorporation by replacing existing language with the following:
A. Shareholder Authority
All shareholders have the authority to propose adoption of new by-laws or
amendment or repeal of existing by-laws of the Corporation.
B. Adoption, Amendment or Repeal of By-Laws
By-laws of the Corporation may be adopted, amended or repealed by:
(i) The affirmative vote of the holders of at least two-thirds of the Total
Voting Power at any regular or special meeting of shareholders, the notice of
which expressly states that the proposed new by-law, amendment or repeal is
to be considered at the meeting; or
(ii) The affirmative vote of the entire board of directors and the subsequent
affirmative vote of the holders of at least two-thirds of the Total Voting
Power at the next regular or special meeting of shareholders, the notice of
which expressly states that the proposed new by-law, amendment or repeal is
to be considered at the meeting. By-law changes resulting from unanimous
board action shall be in effect until ratification by a two-thirds
shareholders vote. Any Board of Directors initiated by-law change failing to
receive two-thirds shareholder approval at a scheduled vote shall be
automatically repealed.
C. Re-Amendment or Re-Adoption by the Board of Directors
The Board of Directors is prohibited from amending or repealing by-law
changes that receive the affirmative vote of two-thirds of the Total Voting
Power for a period of one year following such vote.
AND; FURTHER RESOLVED,
To amend Section 13 of Avondale Industries, Inc.'s ("Corporation") bylaws by
replacing existing language with the following:
13.1 Shareholder Authority
All shareholders have the authority to propose adoption of new by-laws or
amendment or repeal of existing by-laws of the Corporation.
13.2 Adoption, Amendment or Repeal of By-Laws
By-laws of the Corporation may be adopted, amended or repealed by:
(i) The affirmative vote of the holders of at least two-thirds of the Total
Voting Power at any regular or special meeting of shareholders, the notice of
which expressly states that the proposed new by-law, amendment or repeal is
to be considered at the meeting; or
(ii) The affirmative vote of the entire board of directors and the subsequent
affirmative vote of the holders of at least two-thirds of the Total Voting
Power at the next regular or special meeting of shareholders, the notice of
which expressly states that the proposed new by-law, amendment or repeal is
to be considered at the meeting. By-law changes resulting from unanimous
board action shall be in effect until ratification by a two-thirds
shareholders vote. Any Board of Directors initiated by-law change failing to
receive two-thirds shareholder approval at a scheduled vote shall be
automatically repealed.
13.3 Re-Amendment or Re-Adoption by the Board of Directors
The Board of Directors is prohibited from amending or repealing by-law
changes that receive the affirmative vote of two-thirds of the Total Voting
Power for a period of one year following such vote.
Avondale's current Articles of Incorporation and By-laws effectively grant
the Board of Directors complete control over the adoption, amendment or
repeal of the Corporation's by-laws. Presently, there is no provision for
shareholders proposing adoption of new by-laws. Further, the majority of the
Board of Directors can unilaterally adopt new by-laws or amend or repeal
existing by-laws. Shareholders control over Board implemented changes is
precluded, as no shareholder approval is required for by-law changes
initiated by the Board. Finally, a majority of directors may unilaterally
reverse any changes to the by-laws resulting from an 80% affirmative vote by
shareholders. Section 13.2 currently reads: "Any provision of these By-Laws
amended or repealed by the shareholders may be re-amended or re-adopted in
the manner provided in Section 13.1" (i.e. majority of the Board).
The Committee strongly believes that corporate by-laws should be in the
domain of the shareholders who own our Corporation, not the directors who we
elect to oversee its management. We believe management accountability to
shareholders suffers when shareholders are excluded from decision-making on
the basic governance rules spelled out in our Corporation's by-laws. This
lack of accountability could negatively affect shareholder value.
REVOCATION RIGHTS
If you have already voted the proxy card you received from the Company, you
can change your vote. Likewise, if you vote the Committee's proxy card, you
can subsequently revoke such proxy. A proxy card is revocable at any time
prior to being voted by: (1) executing a new proxy card; or (2) attending and
voting at the meeting; or (3) delivering written notice of revocation to the
Company, to the trustees of the Company ESOP in which your stock is held, or
to the Avondale Shareholder Committee. Only your latest-dated proxy card
will be counted.
ELECTION OF DIRECTORS
At the 1995 annual meeting, shareholders will be asked to vote for three
proposed nominees to the Board of Directors. The Board of Directors' nominees
are Messrs. William A. Harmeyer, Thomas M. Kitchen, and Vice Admiral Francis
R. Donovan (Retired). The Shareholder Committee herein incorporates the
discussion of the nominees on pages 3, 4 and 5 of the Company's proxy
statement. There is no contest for Board seats. The persons named in the
attached proxy will cast a vote of "ABSTAIN" in the election of nominees
Harmeyer, Kitchen and Donovan unless you instruct otherwise.
MANAGEMENT COMPENSATION
The Shareholder Committee incorporates herein the discussion of the subject
of management compensation on pages 7 through 14 of the Company's proxy
statement.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
Current and former employees of the Company and its subsidiaries own 49.10%
of the Company's common stock though an Employee Stock Ownership Plan (ESOP).
The Shareholder Committee incorporates by reference the discussion of
security ownership contained on pages 5 and 6 of the Company's 1995 proxy
statement.
OTHER MATTERS
Quorum and Voting of Proxies
The presence, in person or by proxy, of a majority of the outstanding shares
of Common Stock of the Company is necessary to constitute a quorum. If a
quorum is present, directors will be elected by plurality vote and a majority
of the shares of Common Stock present or represented at the Annual Meeting
will decide all other questions properly brought before the meeting, such as
the Shareholder Resolutions discussed above. If a quorum is not present,
those stockholders present may adjourn the meeting to such time and place
as they may determine; however, with respect to the election of directors,
the meeting may be adjourned only from day to day until such directors are
elected. Those stockholders who attend the second of such adjourned meetings
will constitute a quorum for the purpose of electing directors.
All proxies received by the Shareholder Committee will be voted as specified
and, in the absence of instructions to the contrary, the Committee will cast
a vote of "ABSTAIN" in the election of nominees Albert L. Bossier, Jr. and
Hugh A. Thompson and "FOR" the Shareholder Resolutions.
Independent Public Auditors
The Board of Directors has appointed Deloitte & Touche as independent
auditors of the Company for the fiscal year ended December 31, 1994.
Deloitte & Touche and its predecessor has served as the Company's auditors
since 1987. Representatives of Deloitte & Touche are expected to be present
at the Annual Meeting. They will have an opportunity to make a statement if
they desire to do so and will be available to respond to appropriate
questions.
Stockholder Proposals
Any stockholder who desires to present a proposal qualified for inclusion in
the Company's proxy materials relating to the 1995 annual stockholders'
meeting must forward the proposal to the Secretary of the Company at the
address 5100 River Road, Avondale, Louisiana 70094 in time to arrive at the
Company prior to November 30, 1995.
THANK YOU FOR YOUR CLOSE CONSIDERATION OF THE SHAREHOLDER PROPOSALS
PRESENTED IN THIS PROXY STATEMENT.
PLEASE VOTE "FOR" EACH OF THE PROPOSALS ON THE ENCLOSED GREEN PROXY CARD.
