April 1, 1996
Dear Fellow ESOP Participant:
You should have received the Company's proxy statement dated
March 28, 1996. The purpose of these proxy materials is to
solicit your vote AGAINST four shareholder proposals.
These proposals are a continuation of the "corporate
campaign" waged against the Company by the United
Brotherhood of Carpenters and Joiners of America and its
affiliate, the Metal Trades Department, AFL-CIO (the
"Union") and follow upon similar campaigns sponsored by the
Union during the Company's last two Annual Meetings. We
believe the sole purpose the Union has in backing these
proposals 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 proposals because
they are Union sponsored, the Company's Board of Directors
and the Management also believe that the proposals should be
rejected because the implementation of the proposals is not
justified. A more detailed discussion can be found the in
proxy materials you should receive.
Please vote AGAINST these Union proposals.
I have also enclosed a marked SAMPLE BALLOT for your
information.
Thank you,
\s\ A. L. Bossier, Jr.
__________________________
A. L. Bossier, Jr.
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 19, 1996 at the
annual meeting of shareholders to be held on April 26, 1996, or at any
adjournment thereof.
NOMINEES PROPOSED FOR ELECTION BY THE BOARD OF DIRECTORS:
1. Election of Directors FOR * 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.
Anthony J. Correro, III Kenneth B. Dupont
SHAREHOLDER PROPOSALS:
2. Shareholder Rights Plan FOR * AGAINST * ABSTAIN *
3. Confidential Voting FOR * AGAINST * ABSTAIN *
4. Board of Directors Declassification FOR * AGAINST * ABSTAIN *
5. Articles of Incorporation and By-laws Adoption, Amendment and Repeal
Process FOR * AGAINST * ABSTAIN *
(Please See Reverse Side)
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(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).
Date: ________________________________, 1996
_____________________________________________
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.
