As filed with the Securities and Exchange Commission on February 7, 1996.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Avondale Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 5100 River Road 39-1097012
(State or other jurisdiction Avondale,Louisiana 70094 (I.R.S. Employer
of incorporation or organization) (504) 436-2121 Identification No.)
(Address,including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)
Albert L. Bossier,Jr.
Chairman, President and Chief Executive Officer
Avondale Industries, Inc.
5100 River Road
Avondale, Louisiana 70094
(504) 436-2121
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Curtis R. Hearn Robert H. Whilden, Jr.
Jones, Walker, Waechter, Vinson & Elkins L.L.P.
Poitevent, Carrere & Denegre, L.L.P. 2300 First City Tower
201 St. Charles Avenue 1001 Fannin
New Orleans, LA 70170-5100 Houston, Texas 77002-6760
(504) 582-8000 (713) 758-2222
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, check the following box. *
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or
interest reinvestment plans, check the following box. *
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities
Act, please check the following box and list the Securities
Act registration statement number of the earlier effective
registration statement for the same offering. X
Registration No. 33-65627
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement
number of the earlier effective registration statement for
the same offering. *
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box.*
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum Amount of
Title of each class of Amount to be offering aggregate registration
securities to be registered registered<F1> price offering fee
per share<F2> price<F2>
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share<F3> 131,100 shares $16.625 $2,179,537.50 $ 751.50
</TABLE>
[FN]
<F1> Includes 17,100 shares that the Underwriters have
the option to purchase to cover over-allotments, if
any.
<F2> Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c), based on
the average of the high and low sales prices per
share of Common Stock on the National Market System
of the National Association of Securities Dealers
Automated Quotation System on February 6, 1996.
<F3> Each share of Common Stock includes Rights under the
Company's Stockholder Protection Rights Agreement,
which Rights are attached to and trade with the
Common Stock of the Company.
____________________
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further
amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may
determine.
The contents of the Registration Statement on Form S-3
(Registration No. 33-65627), registering up to 3,450,000 shares
of common stock, $1.00 par value, of Avondale Industries, Inc.,
are hereby incorporated by reference herein. Filed as exhibits
hereto are the following opinions and consents.
5 Opinion of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre L.L.P.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Jones, Walker, Waechter, Poitevent,
Carrere & Denegre L.L.P. (included in Exhibit 5)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New Orleans, State of Louisiana, on
February 7, 1996.
AVONDALE INDUSTRIES, INC.
By: /s/ Albert L. Bossier
________________________
Albert L. Bossier
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Albert L. Bossier and Thomas M.
Kitchen, or either of them, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
<S> <C> <C>
/s/ Albert L. Bossier Chairman of the Board of Directors, February 7, 1996
________________________ President and Chief Execuitve
Albert L. Bossier Officer
/s/ Thomas M. Kitchen Executive Vice President February 7, 1996
________________________ and Chief Financial Officer
Thomas M. Kitchen
/s/Kenneth S. Dupont Director February 7, 1996
________________________
Kenneth S. Dupont
/s/Anthony J. Correro, III Director February 7, 1996
________________________
Anthony J. Correro, III
/s/ Francis R. Donovan Director February 7, 1996
________________________
Francis R. Donovan
/s/William A. Harmeyer Director February 7, 1996
________________________
William A. Harmeyer
/s/Hugh A. Thompson Director February 7, 1996
________________________
Hugh A. Thompson
/s/Bruce L. Hicks Vice President & Controller February 7, 1996
________________________ (principal accounting officer)
Bruce L. Hicks
</TABLE>
EXHIBIT 5
Jones, Walker,
Waechter, Poitevent,
Carrere & Denegre, L.L.P.
February 7, 1996
Avondale Industries, Inc.
5100 River Road
Avondale, Louisiana 70094
Dear Sirs:
We have acted as your counsel in connection with the
preparation of the registration statement on Form S-3 (the
"Registration Statement") filed by you with the Securities and
Exchange Commission on the date hereof pursuant to Rule 462(b),
with respect to the offer by Avondale Industries, Inc. Employee
Stock Ownership Plan (the "Selling Shareholder"), as described
therein, of up to 131,100 shares of Common Stock, $1.00 par value
per share (the "Shares"). In so acting, we have examined
original, or photostatic or certified copies, of such records of
the Company, certificates of officers of the Company and of
public officials, and such other documents as we have deemed
relevant. In such examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and
the authenticity of the originals of such documents.
Based upon the foregoing, we are of the opinion that the
Shares have been duly authorized and validly issued and are fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving this consent,
we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of
1933, as amended, or the general rules and regulations of the
Commission.
Very truly yours,
/s/ Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, L.L.P.
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration
Statement of Avondale Industries, Inc. on Form S-3 of our
report dated January 19, 1996, included in the Annual Report on
Form 10-K of Avondale Industries, Inc. for the year ended
December 31, 1995 and to the reference to us under the headings
"Selected Financial Data" and "Experts" in the Prospectus, which
is incorporated by reference in this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
New Orleans, Louisiana
February 6, 1996
