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:
_____________________________________________________
5) Total Fee Paid:
_____________________________________________________
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_______________________
2) Form, Schedule or Registration Statement No.:
_______________________
3) Filing Party:
_______________________
4) Date Filed:
_______________________
<PAGE>
June 2, 1995
Dear Fellow ESOP Participant:
In the next few days, you should receive the Company's
proxy supplement to the proxy statement dated April 3,
1995. The purpose of these supplemental proxy materials
is to solicit your vote AGAINST a shareholder proposal.
The proposal is backed by the Avondale Shareholders
Committee, which committee we believe is controlled by
the United Brotherhood of Carpenters and Joiners of
America (the "Union"). We also believe the sole purpose
the "Union" has in backing this proposal is to
discredit the Company's management and weaken the
Company's resolve in opposing the unionization of
certain of its employees.
However, in addition to objecting to the proposal
because it is Union sponsored, the Company's Board of
Directors and the Management also believe that the
proposal should be rejected because the implementation
of the proposal is not justified. A more detailed
discussion can be found in the proxy supplement you
will be receiving shortly.
Please vote AGAINST this Union proposal.
I have also enclosed a marked SAMPLE BALLOT for your
information.
Thank you,
/s/ Albert L. Bossier, Jr.
Albert 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
reconvened annual meeting of shareholders to be held on June 20, 1995, or
at any adjournment thereof.
SHAREHOLDER PROPOSAL
By-Law Adoption, Amendment or Repeal Proposal
FOR [ ] AGAINST [X] ABSTAIN [ ]
(Please See Reverse Side)
---------------------------------------------------------------------------
(Continued From Other Side)
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 post-paid
return envelope.
ONLY INSTRUCTIONS GIVEN ON THIS FORM WILL BE
FOLLOWED. ANY OTHER INSTRUCTIONS WILL BE
DISREGARDED.
