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 blue 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
BLUE PROXY CARD TO:
Avondale Shareholder Committee
3515 I-10 Service Road
Metairie, LA 70002
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 2, 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.
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 the absence of a full
solicitation and 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).
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, to protect the confidentiality of voting, and to strip
away management protection measures, such as the 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. Dozens of workers at
Avondale have joined this effort, including the following: 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 Brown, John R. Hill, Donald Varnado,
Gregory Bridges, Sr., Jim Lanham, Steve Rodriguez, Chester S.
Green, Jr., and Reynard Smith. These Avondale employees and fellow
Avondale employees and retirees participate in the Avondale
Employee Stock Ownership Plan ("ESOP") which holds 49.1% of the
outstanding shares of the Company's common stock. 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 representative is anticipated.
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 the Board's
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
contrqct 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 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 six 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 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.
(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 blue 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 that the confidentiality of proxy voting encourages
shareholder participation in the electoral process.
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 views 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 "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.
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. 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 or to the trustees of
the Company ESOP in which your stock is held. 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 us
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 BLUE
PROXY CARD.
PROXY
PROXY SOLICITED BY THE AVONDALE SHAREHOLDER COMMITTEE
The undersigned hereby appoints Ed Durkin, Phil Miller and
William Luyre, or their designees and each of them jointly and
severally, proxies with full power of substitution to vote, as
designated below, all shares of common stock of Avondale
Industries, Inc. held on record by the undersigned on March 21,
1995 at the Annual Meeting of Shareholders to be held on April 28,
1995, or at any adjournment thereof.
1. Election of Directors
Nominees for Class III Directors: William A. Harmeyer, Thomas M.
Kitchen and Vice Admiral Francis R. Donovan
___ Vote FOR all nominees listed above, except vote withheld from
the following nominee(s) (if any):
2. Compensation Committee Amendment
___ FOR ___ AGAINST ___ ABSTAIN
3. Shareholder Rights "Poison Pill"
___ FOR ___ AGAINST ___ ABSTAIN
4. Confidential Proxy Voting Amendment
___ FOR ___ AGAINST ___ ABSTAIN
5. Board Declassification Amendment
___ FOR ___ AGAINST ___ ABSTAIN
6. By-Laws Adoption, Amendment or Repeal Proposal
___ FOR ___ AGAINST ___ ABSTAIN
This proxy when properly executed will be voted in the
manner directed by the undersigned. If no voting instructions are
provided, the vote of "ABSTAIN" will be cast in the matter of the
Class III nominees William A.Harmeyer, Thomas M. Kitchen and Vice
Admiral Francis R. Donovan, and will be voted FOR the Shareholder
Proposals.
The Undersigned Thereby Revokes Any Prior Proxy Heretofore
Given to Any Person or Persons.
Note: Please sign exactly as names appears on registered shares.
Date: _________________________________, 1995
_____________________________________________
_____________________________________________
Signature of Shareholder(s). Please sign, date and
return today in enclosed. This proxy will not be
used if you attend the meeting in person and so
request.
