UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AVONDALE INDUSTRIES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
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(Title of Class of Securities)
054350103
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(CUSIP Number)
Stephen B. Clarkson, Esq.
Vice President, General Counsel and Secretary
Newport News Shipbuilding Inc.
4101 Washington Avenue
Newport News, VA 23607
(757) 380-3600
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 8, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13(d)-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
<PAGE>
CUSIP NO. 054350 10 3
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Newport News Shipbuilding Inc.
IRS # 74-1541566
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, BK, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% of shares of common stock
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value $1.00 per
share ("Avondale Common Stock"), of Avondale Industries, Inc., a Louisiana
corporation ("Avondale"). The principal executive offices of Avondale are
located at 5100 River Road, Avondale, Louisiana 70094.
Item 2. Identity and Background.
This statement is being filed by Newport News Shipbuilding Inc., a
Delaware corporation ("Newport News"). The address of the principal business
and principal offices of Newport News is 4101 Washington Avenue, Newport News,
Virginia 23607. Newport News designs and constructs nuclear powered aircraft
carriers and submarines for the U.S. Navy and provides refueling and
overhauling services for ships in the Navy fleet.
The names of the directors and executive officers of Newport News,
their citizenship and present principal occupations or employment are set
forth on Schedule I hereto, which Schedule is incorporated herein by
reference. Other than executive officers and directors, to the best of Newport
News' knowledge, there are no persons controlling or ultimately in control of
Newport News. Neither Newport News, nor, to the best of Newport News'
knowledge, any of the persons named on Schedule I has, during the last five
years: (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
N/A
Item 4. Purpose of Transaction.
On January 19, 1999, Newport News, Ares Acquisition Corporation, a
Louisiana corporation and a wholly owned subsidiary of Newport News ("Sub"),
and Avondale, entered into an Agreement and Plan of Merger (the "Merger
Agreement").
Concurrently with and as an inducement and condition to Newport
News' entering into the Merger Agreement, Newport News and Avondale (i)
entered into a stock option agreement (the "Avondale Stock Option Agreement")
pursuant to which Avondale granted Newport News the option (the "Avondale
Option") to purchase up to 1,312,000 shares of Avondale Common Stock (or such
greater number as equals 9.9% of the then-outstanding shares of Avondale
Common Stock) at a purchase price of $35.50 per share and (ii) entered into a
stock option agreement (the "Newport News Stock Option Agreement") pursuant to
which Newport News granted Avondale the option to purchase up to 3,392,000
shares of Newport News Common Stock (or such greater number as equals 9.9% of
the then-outstanding shares of Newport News Common Stock) at a price of
$29.875 per share. Both the Newport News Stock Option Agreement and the
Avondale Stock Option Agreement provide that the option of either of the
grantees under either of the agreements is exercisable only after a
termination of the Merger Agreement in connection with which a grantee is or
may be entitled to a termination fee pursuant to the terms of the Merger
Agreement.
On May 6, 1999, Avondale announced that Litton Industries, Inc. had
submitted an unsolicited written proposal to acquire Avondale in an all cash
transaction of $38.00 per common share. On June 1, 1999, Newport News received
formal notification from Avondale that its Board of Directors determined that
it would accept Litton's offer to acquire Avondale. Following this event, on
June 3, 1999, Newport News announced that it would not increase its bid to
merge with Avondale. Avondale subsequently announced it was terminating the
Merger Agreement, making the Avondale Option immediately exercisable.
Item 5. Interest in Securities of the Issuer.
On June 3, 1999, Newport News informed Avondale of its intent to
exercise on a cashless basis the Avondale Option. On June 8, 1999, Avondale
paid Newport News $5,248,000, which terminated the Avondale Option. As a
result, Newport News is no longer the beneficial owner of more than five
percent of the Avondale Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
<PAGE>
Except as described in Item 4 and Item 5 of this Schedule 13D,
neither Newport News nor, to the best of its knowledge, any of the persons
listed on Schedule I, has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any
securities of Avondale, including, but not limited to, the transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
1. Agreement and Plan of Merger among Newport News, Sub and Avondale, dated
as of January 19, 1999 (Reference is made to Exhibit 1 to Newport News
Shipbuilding Inc.'s Schedule 13D filed on January 29, 1999, which Exhibit
is incorporated herein by reference).
2. Avondale Stock Option Agreement among Avondale and Newport News, dated as
of January 19, 1999 (Reference is made to Exhibit 3 to Newport News
Shipbuilding Inc.'s Schedule 13D filed on January 29, 1999, which Exhibit
is incorporated herein by reference).
<PAGE>
After reasonable 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.
Dated: June 16, 1999
NEWPORT NEWS SHIPBUILDING INC.
By: /s/ Peter A. V. Huegel
-----------------------------
Name: Peter A. V. Huegel
Title: Assistant Secretary
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
Exhibit 1 Agreement and Plan of Merger among Newport
News Shipbuilding Inc., Ares Acquisition
Corporation and Avondale Industries, Inc.,
dated as of January 19, 1999.
Exhibit 2 Avondale Stock Option Agreement among
Avondale Industries, Inc. and Newport News
Shipbuilding Inc., dated as of January 19,
1999.
<PAGE>
SCHEDULE I
Directors and Executive Officers of Newport News Shipbuilding Inc.
The names and present principal occupations of the directors and
executive officers of Newport News Shipbuilding Inc. are set forth below.
Unless otherwise indicated, all directors and officers listed below are
citizens of the United States.
I. Directors
Hon. Gerald L. Baliles Partner of Hunton & Williams,
Chairman of the Richmond Regional
Transportation Advocacy Board,
Member of the Council on Foreign
Relations, Director of Norfolk
Southern Company, The Atlantic
Council of the United States and
the United States Council for
International Business
Leon A. Edney, Admiral (Ret.) Director of Armed Forces Benefit
Services Inc. and the Retired
Officers Association, Vice
Chairman of the Board of the Naval
Aviation Museum Foundation, Senior
Fellow at the Center for Naval
Analysis, Trustee of the Naval
Academy Foundation, Distinguished
Leadership Chair of United States
Naval Academy
William P. Fricks Chairman of the Board, President
and Chief Executive Officer of
Newport News Shipbuilding Inc.
Dr. William R. Harvey President of Hampton University,
Owner of the Pepsi-Cola Bottling
Company of Houghton, Michigan,
Director of the First Union
National Bank of Virginia and
Trigon Blue Cross Blue Shield of
Virginia
Dana G. Mead Executive Officer of Tenneco,
Director of Unisource Worldwide
Inc., Pfizer Inc., the Zurich
Insurance Group and Textron Inc.
Dr. Joseph J. Sisco Partner of Sisco Associates,
Director of Braun AG
Stephen R. Wilson Group Finance Director of Reckitt
& Colman plc
II. Executive Officers
David J. Anderson Senior Vice President and Chief
Financial Officer
Stephen B. Clarkson Vice President - General Counsel
and Secretary
William G. Cridlin, Jr. Vice President and General Manager
- Submarines
Roger Eshelman Vice President - Nuclear
Engineering
William P. Fricks Chairman of the Board and Chief
Executive Officer
Robert L. Gunter, Jr. Vice President - Engineering
T. Michael Hatfield Vice President - Corporate
Communications
Alfred Little, Jr. Vice President - Human Resources
and EH&S
Marc Y. E. Pelaez Vice President - Business and
Technology Development
C. Michael Petters Vice President and General Manager
- Aircraft Carriers
Thomas C. Schievelbein Executive Vice President -
Operations
Patrick A. Tucker Vice President - Government
Relations
<PAGE>
John E. Shephard, Jr. Vice President - Manufacturing and
Materials
George A. Wade Vice President - Assembly, Test
and Trades
William Weaver, Jr. Vice President - Planning and
Facilities
Charles Wingfield, Jr. Vice President and Controller
D. R. Wyatt Treasurer
