AVONDALE SHAREHOLDER COMMITTEE
WINS MAJOR VICTORY FOR SHAREHOLDERS
On Friday, April 21, Federal District Court in New Orleans issued a
decision against Avondale Industries in a case that was brought by two
members of the Avondale Shareholders Committee. The Court agreed that
Avondale's proxy statement that was sent to all Company shareholders was
misleading in part due to the failure of the Company to properly describe
one of the shareholder proposals submitted by committee members. The Court
has ordered that the Company conduct a second shareholders meeting within 60
days on the issue of adopting, amending and repealing Company by-laws.
The victory forcing the second shareholder meeting is a major victory
for all Avondale shareholders because the decision helps to ensure that
shareholders will be provided proper information by the Company when it
solicits your vote.
The Avondale Shareholders Committee and all the employee-shareholders in
the shipyard should be proud of the efforts of the Committee which is
committed to improving the management of Avondale and the financial
performance of the Company.
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, 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.
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BE SURE TO VOTE!
THE SHAREHOLDER MEETING IS THIS FRIDAY, APRIL 28 th, SO YOU NEED TO VOTE AS
SOON AS POSSIBLE SO YOUR VOTE WILL COUNT. YOUR ESOP VOTING INSTRUCTION CARD
MUST BE RECEIVED BY THE ESOP ADMINISTRATIVE COMMITTEE BY THURDAY, APRIL 27TH
TO BE INCLUDED IN THE FINAL COUNT.
THERE ARE SEVERAL IMPORTANT ISSUES ON THE MEETING AGENDA, SO PLEASE
REVIEW THE MATERIAL YOU HAVE RECEIVED. WE URGE YOU TO VOTE "FOR" THE FOUR
SHAREHOLDER PROPOSALS THAT WILL BE VOTED UPON AT THE ANNUAL MEETING.
VOTE FOR REFORM
VOTE FOR YOUR FUTURE
VOTE "FOR" THE SHAREHOLDER REFORMS
FOR X Composition 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. We don't want management setting their own wages, benefits and
bonuses.
FOR X 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. Poison pills help management block shareholders
from trying to take control of the Company when financial performance is bad.
FOR 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. Secret ballot
vote is needed to protect against management strongarming shareholders for
votes.
FOR X 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. This way the shareholders can vote them all out at the same time if
they continue to run our Company poorly.
PLEASE VOTE FOR EACH OF THE SHAREHOLDER PROPOSALS
ON THE ESOP VOTING INSTRUCTION CARD
YOUR VOTE IS CONFIDENTIAL
