SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 3, 1999
AVONDALE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Louisiana 0-16572 39-1097012
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
P.O. Box 50280, New Orleans, Louisiana 70816
(Address of principal executive offices) (Zip Code)
(504) 436-2121
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On June 3, 1999, Avondale Industries, Inc. issued the press release
filed herewith as Exhibit 99.1 announcing that Avondale has entered
into an Agreement and Plan of Merger with Litton Industries, Inc., a
copy of which is filed herewith as Exhibit 2.1. Concurrent with the
execution and delivery of such agreement, Avondale and Litton also
entered into the stock option agreement filed herewith as Exhibit 2.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of June 3, 1999,
among Litton Industries, Inc., ATL Acquisition Corporation
and Avondale Industries, Inc. (incorporated by reference to
Exhibit 2.1 to Litton's Form 8-K dated June 3, 1999
(Commission File No. 1-3998)).
2.2 Company Stock Option Agreement, dated as of June 3, 1999,
between Avondale Industries, Inc. and Litton Industries,
Inc. (incorporated by reference to Exhibit 2.2 to
Litton's Form 8-K dated June 3, 1999 (Commission File
No. 1-3998)).
99.1 Press release issued by the Registrant on June 3, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AVONDALE INDUSTRIES, INC.
By: /S/ THOMAS M. KITCHEN
Thomas M. Kitchen
Vice President and Chief Financial
Officer
Dated: June 9, 1999
EXHIBIT 99.1
For Release: IMMEDIATELY - June 3, 1999
Contact: Thomas M. Kitchen: (504) 436-5237 - (Avondale Industries, Inc.)
J. Spencer Davis: (818) 598-5495 - (Litton Industries, Inc.)
Subject:
AVONDALE ANNOUNCES DEFINITIVE AGREEMENT TO MERGE WITH LITTON
INDUSTRIES, INC.
NEW ORLEANS, LOUISIANA - Avondale Industries, Inc. (NASDAQ/NMS-AVDL)
announced today that it has entered into a definitive merger agreement to
be acquired by Litton Industries, Inc. in an all cash transaction at $39.50
per Avondale common share. Prior to executing the definitive agreement
with Litton, Avondale's board of directors terminated Avondale's previously
announced merger agreement with Virginia-based Newport News Shipbuilding,
Inc.
"Litton's all cash offer will provide substantially greater value to
Avondale's stockholders than the stock-for-stock transaction with Newport
News," said Albert L. Bossier, Jr., Chairman and Chief Executive Officer of
Avondale. "Supported by Litton's financial resources and technological
capabilities, the complementary strengths of Avondale and Litton's
subsidiary, Ingalls Shipbuilding, will position the combined company to be
a leader in the construction and overhaul of complex surface combatants,
amphibious assault ships, auxiliary ships and commercial ships."
Upon completion of the merger, Avondale will become a wholly-owned
subsidiary of Litton. The transaction is subject to Avondale stockholder
approval, U.S. regulatory review and other customary closing conditions.
The merger is expected to be completed in the third quarter of 1999.
Avondale Industries, Inc. based in metro New Orleans, designs, builds and
overhauls ships for the U.S. Navy, the U.S. Coast Guard and commercial
customers.
Litton is a leader in worldwide technology markets for advanced electronic,
defense and information systems, and is a major designer and builder of
surface combatant ships for the U.S. Navy and allied nations.
