SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. - )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use
of Commission
[ ] Definitive Proxy Statement Only (as permitted by
Rule 14a-6(e)(2))
[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,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $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 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
______________________________________________________
4) Proposed maximum aggregate value of transaction:
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5) Total Fee Paid:
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
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which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
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4) Date Filed:
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<PAGE>
April 3, 1995
Dear Fellow ESOP Participant:
Sometime this week you should receive the Company's
proxy statement for its 1995 Annual Meeting and your
voting instruction card from the Administrative
Committee of the Avondale Industries, Inc. Employee
Stock Ownership Plan (ESOP). This card will enable you
to cast your vote FOR the three directors nominated by
your Company's Board of Directors: William (Bill) A.
Harmeyer, Thomas M. Kitchen and Admiral Francis R.
Donovan. You will also have the right to cast your
vote AGAINST the five union proposals. The union
proposals are Items 2, 3, 4, 5 and 6 on the ballot. I
have enclosed a brief, one-page explanation of the
reasons why the Avondale Board of Directors unanimously
opposes the five union proposals.
The five union sponsored proposals are yet another
attempt by this union to disrupt management's efforts
to conduct Avondale's business.
Through your help and support Avondale has increased
its backlog (with options) to the largest it has even
been in a time when the shipbuilding market is
shrinking. This past year was a profitable year and we
need to continue that trend in 1995 and beyond.
Disruption by union outsiders substantially interferes
with this effort.
Therefore I and the other members of the Board of
Directors request you vote FOR the three directors
(Item 1) and AGAINST the five union proposals (Items 2,
3, 4, 5 and 6).
I have also enclosed a marked SAMPLE BALLOT for your
information.
Thank you.
/s/ A. L. Bossier, Jr.
A. L. Bossier, Jr.
<PAGE>
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. held by such 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.
NOMINEES PROPOSED FOR ELECTION BY THE BOARD OF DIRECTORS:
1. Election of Directors FOR [X] ABSTAIN [ ]
all nominees listed below (except as marked to the contrary
below)
Instruction: To direct an "ABSTAIN" as to any individual nominee,
strike a line through the nominee's name in the list
below.
Francis R. Donovan William A. Harmeyer Thomas M. Kitchen
SHAREHOLDER PROPOSALS:
2. Composition of Compensation Committee.... FOR [ ] AGAINST [X] ABSTAIN [ ]
3. Shareholder Rights Plan FOR [ ] AGAINST [X] ABSTAIN [ ]
4. Confidential Voting FOR [ ] AGAINST [X] ABSTAIN [ ]
5. Board of Directors Declassification FOR [ ] AGAINST [X] ABSTAIN [ ]
6. By-Laws Adoption, Amendment or Repeal
Proposal 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 INSTRUCTIONS GIVEN ON THIS FORM WILL BE FOLLOWED.
ANY OTHER INSTRUCTIONS WILL BE DISREGARDED.
<PAGE>
THE BOARD OF DIRECTORS OF AVONDALE UNANIMOUSLY RECOMMENDS A
VOTE AGAINST EACH OF THE FIVE SHAREHOLDER PROPOSALS FOR THE
FOLLOWING REASONS:
General. All five proposals were submitted to the Company by a
committee that is controlled by union organizers and which also
sponsored last year's proxy campaign. These proposals are
not in any sense motivated by a legitimate desire to advance
the best interests of the Company's shareholders, but instead
are a misguided effort to pressure management to accede to the
Union's demands as well as to give to the Company's employees
the appearance that the Union is actively working on their
behalf.
1. Composition of Compensation Committee Proposal (Item 2 on
the Proxy Card). The Company has already amended its bylaws
to provide for a Compensation Committee consisting of at
least two independent directors. This action was modeled on
and fully complies with the provisions of Rule 16B-3 under
the Exchange Act and Section 162(m) of the Internal Revenue
Code. This definition provides a clear and objective standard
of independence that achieves the goal of assuring that the
Compensation Committee is composed of directors who are
independent of management. Since September 1994, the
Compensation Committee has consisted solely of Mr. Hugh
Thompson and Vice Admiral Francis Donovan (U.S. Navy Retired),
both of whom meet the definition of independence set forth
in the bylaws.
2. Shareholder Rights Plan Proposal (Item 3 on the
Proxy Card). The Company's goal in adopting the Shareholder
Protection Rights Plan (the "Rights Plan") in September 1994
was (and still is) to protect the interests of the Company
and all shareholders. The Rights Plan is designed to discourage
unsolicited takeover practices that can, and are often intended
to, pressure the shareholders into tendering prior to realizing
the full value or total potential of their investments. The
Rights Plan is intended to create an incentive for a potential
acquiror to negotiate in good faith with the Board, and is not
intended to, and will not, prevent unsolicited, non-abusive
offers to acquire the Company at a fair price.
3. Confidential Voting Proposal (Item 4 on the Proxy Card).
The Board does not believe that the implementation of this
proposal is justified. Under the terms of the Avondale
Employee Stock Ownership Plan (the "ESOP"), employees and
other participants in the ESOP already vote confidentially,
with their votes tabulated by a "Big Six" auditing firm. No
information regarding how individual participants vote is
provided to the Company's management. Moreover, any other
shareholder desiring to have his or her ownership and vote
confidential can easily do so merely by placing his or her
shares in a nominee account.
4. Board Declassification Proposal (Item 5 on the Proxy
Card). The Board believes the election of directors in
three-year terms and by classes is advantageous by
promoting continuity and stability in the policies guiding
management. Board classification also deters a change of
control of the Company by a surprise proxy contest in a
single election.
5. Bylaw Amendment Process Proposal (Item 6 on the Proxy
Card). The Board considers this provision to be extremely
unusual and cumbersome for a public company and unduly
burdensome to the Board in exercising its statutory and
fiduciary duties. Currently the Company's Articles and
bylaws provisions permit the bylaws to be adopted, amended,
or repealed by a majority of the Board, subject to the power
of the holders of 80% of the voting power of the Company to
amend or repeal any bylaws so made. Other than the specific
percentage vote of the shareholders required, this provision
follows the Louisiana Business Corporation Law.
<PAGE>
(YARD POSTER)
VOTE
1. DIRECTORS FOR [X] ABSTAIN [ ]
2. UNION PROPOSAL FOR [ ] AGAINST [X] ABSTAIN [ ]
3. UNION PROPOSAL FOR [ ] AGAINST [X] ABSTAIN [ ]
4. UNION PROPOSAL FOR [ ] AGAINST [X] ABSTAIN [ ]
5. UNION PROPOSAL FOR [ ] AGAINST [X] ABSTAIN [ ]
6. UNION PROPOSAL FOR [ ] AGAINST [X] ABSTAIN [ ]
