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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
(FINAL AMENDMENT)
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
PURSUANT TO RULE 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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AVONDALE INDUSTRIES, INC.
(NAME OF ISSUER)
AVONDALE INDUSTRIES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
054350103
(CUSIP NUMBER OF CLASS OF SECURITIES)
ALBERT L. BOSSIER, JR.
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
AVONDALE INDUSTRIES, INC.
5100 RIVER ROAD
AVONDALE, LOUISIANA 70094
TELEPHONE: (504) 436-2121
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPIES TO:
CURTIS R. HEARN
JONES, WALKER, WAECHTER, POITEVENT,
CARRERE & DENEGRE L.L.P.
201 ST. CHARLES AVENUE, SUITE 5100
NEW ORLEANS, LA 70170
TELEPHONE: (504) 582-8000
MAY 6, 1998
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") dated May 6, 1998, filed by
Avondale Industries, Inc., a Louisiana corporation (the "Company"), relating
to the offer by the Company to purchase up to 1,250,000 shares (or such lesser
number of shares as are properly tendered) of its Common Stock, par value
$1.00 per share (the "Shares"), at a price not in excess of $29.00 nor less
than $26.50 net per Share in cash upon the terms and subject to the conditions
set forth in the Offer to Purchase dated May 6, 1998 (the "Offer to Purchase")
and in the related Letter of Transmittal, which together constitute the
"Offer," copies of which were attached as Exhibits (a)(1) and (a)(2) to the
Statement. Capitalized terms defined in the Statement and not otherwise
defined herein, shall have the meanings specified in the Statement.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) is hereby supplemented and amended as follows:
The Company purchased 1,250,000 shares pursuant to the Offer at a purchase
price of $28.875 per share. The offer was oversubscribed with approximately
3,229,427 shares properly tendered at or below the purchase price and not
withdrawn including 2,750,000 shares tendered by the Avondale Industries, Inc.
Employee Stock Ownership Plan (the "ESOP"). Odd lots tendered at or below the
purchase price, totaling 730 shares, were purchased in their entirety. The
remaining 1,249,270 shares were purchased on an approximately 39% pro rata
basis from shareholders who tendered a total of 3,228,697 shares at or below
the purchase price. Following the Company's purchase of the tendered shares,
the ESOP will own approximately 1,735,708 shares, or approximately 13.3% of
the Company's Common Stock outstanding. The press release issued by the
Company on June 4, 1998 announcing the preliminary results of the Offer is
filed as Exhibit (a)(10) hereto and is incorporated herein by reference.
The Company has been informed that the depositary for the Offer, ChaseMellon
Shareholder Services L.L.C., will begin issuing payment on or about June 12,
1998, for the shares accepted under the Offer. The Company expects that
ChaseMellon will return unpurchased shares tendered under the Offer promptly.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to include the following additional exhibit:
(a)(10) Form of press release issued by the Company dated June 4, 1998.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
AVONDALE INDUSTRIES, INC.
/s/ Albert L. Bossier, Jr.
By:__________________________________
Albert L. Bossier, Jr.
Chairman, President and Chief
Executive Officer
Dated: June 5, 1998
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INDEX TO EXHIBITS
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ITEM DESCRIPTION
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(a)(10) Form of Press Release issued by the Company dated June 4, 1998.
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EXHIBIT 9(A)(10)
AVONDALE INDUSTRIES, INC. ANNOUNCES PRELIMINARY
RESULTS OF DUTCH AUCTION TENDER OFFER
New Orleans, Louisiana (June 4, 1998), Avondale Industries, Inc.
(Nasdaq/NM:AVDL) announced today that ChaseMellon Shareholder Services,
L.L.C., the depositary for Avondale's "Dutch Auction" tender offer, has
advised the Company that, subject to final verification, 3,229,427 shares of
Avondale common stock have been tendered at or below the purchase price of
$28.875 including 2,750,000 shares tendered by the Avondale Industries, Inc.
Employee Stock Ownership Plan. Pursuant to the terms of the offer, and based
on the preliminary count, Avondale is accepting 1,250,000 of the shares
tendered. The proration factor is approximately 39%.
Avondale announced the tender offer on May 6, 1998, expressing its intention
to purchase up to 1,250,000 shares of its common stock at a purchase price
ranging from $26.50 to $29.00 per share. The tender offer expired on
Wednesday, June 3, 1998 at 12:00 midnight, New York City time. The 1,250,000
shares of common stock to be repurchased represent approximately 8.6% of
Avondale's 14,496,248 shares of common stock outstanding immediately prior to
the offer. As of June 4, 1998, after purchasing the common stock tendered, the
Company will have approximately 13,246,248 shares of common stock outstanding.
Payment for shares tendered and accepted will be made promptly, subject to
proper delivery of shares in accordance with the terms of the offer. Funding
for the tender offer will be provided by Avondale's cash on hand.
Avondale Industries, Inc., headquartered in metro New Orleans designs,
builds and overhauls both military and commercial vessels.
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