SUPPORT THE
AVONDALE SHAREHOLDER COMMITTEE'S
CAMPAIGN TO IMPROVE AVONDALE
We, the workers at Avondale, own 49% of the Company but have no say. Our jobs
and our retirement security depend upon Avondale being well managed. Is
Avondale's management doing a good job running the Company? Let's look at
the facts.
STOCK VALUE DECLINE
In 1985, the Avondale ESOP used your pension assets to buy Avondale common
stock at $33.20 per share. That stock is now worth between $7.00 and $8.00
per share, a 77 percent decline in value.
FINANCIAL LOSSES
Avondale Industries has lost money in four out of the past five years.
Since Bossier took control in 1985, the Company has a cumulative net loss of
$257.5 million.
LOSING GROUND TO COMPETITORS
According to Avondale's own proxy statement, over the past six years,
Avondale's common stock has lagged behind its competitors by 80.5%.
BIG MANAGEMENT SALARIES, BONUS & PENSION
In 1994, Al Bossier got a 14.5% pay raise on top of a $46,000 bonus.
Bossier's total pay in 1994, not included the estimated future value of
stock options, was $680,929.
Al Bossier has a guaranteed pension that would provide him with over $400,000
per year for life if he were to retire today.
LET'S MAKE A DIFFERENCE
YOU HAVE A RIGHT AND A RESPONSIBILITY TO VOTE
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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HELP MAKE AVONDALE'S MANAGEMENT
MORE ACCOUNTABLE TO YOU, ITS OWNERS.
PLEASE VOTE FOR THE FOLLOWING REFORMS
You recently received an ESOP VOTING INSTRUCTIONS CARD from the ESOP
trustees that allows you to vote FOR the five shareholder proposals your
fellow employees have submitted. Please vote "FOR" each of the five
proposals described below and return the card to the ESOP trustees in the
envelope provided. YOUR VOTE IS CONFIDENTIAL!
FOR 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 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 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.
FOR By-Law Adoption, Amendment or Repeal
The Proposal seeks to provide shareholders with greater authority to change
the Company's by-laws. Currently, the board of directors can veto the will
of the shareholders.
PLEASE VOTE FOR EACH OF THE SHAREHOLDER PROPOSALS
ON THE ESOP VOTING INSTRUCTION CARD
