As filed with the Securities and Exchange Commission on August 2, 1999.
Registration No. 33-31984
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
POST-EFFECTIVE AMENDMENT NO. 2 TO THE
FORM S-8 AND FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________
AVONDALE INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
LOUISIANA 39-1097012
(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
5100 RIVER ROAD
NEW ORLEANS, LOUISIANA 70094
(Address, including zip code, of
Registrant's principal executive offices)
__________
AVONDALE INDUSTRIES, INC. PERFORMANCE SHARE PLAN
AVONDALE INDUSTRIES, INC. STOCK APPRECIATION PLAN
(Full title of the Plans)
__________
5100 RIVER ROAD
AVONDALE, LOUISIANA 70094
(504) 436-2121
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
ALBERT L. BOSSIER, JR.
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:
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<CAPTION>
<S> <C> <C>
DANIEL A. NEFF, ESQ. JOHN E. PRESTON, ESQ. CURTIS R. HEARN, ESQ.
WACHTELL, LIPTON, SENIOR VICE PRESIDENT AND JONES, WALKER, WAECHTER, POITEVENT
ROSEN & KATZ GENERAL COUNSEL CARRERE & DENEGRE, L.L.P.
51 WEST 52ND STREET LITTON INDUSTRIES, INC. 201 SAINT CHARLES AVENUE
NEW YORK, NEW YORK 10019 21240 BURBANK BOULEVARD NEW ORLEANS, LOUISIANA 70170
(212) 403-1000 WOODLAND HILLS, CALIFORNIA 91367 (504) 582-8000
(818) 598-5000
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The registrant hereby requests that this Post-Effective Amendment No. 2 become
effective as soon as practicable pursuant to Section 8(c) of the Securities
Act.
DEREGISTRATION OF SECURITIES
This Registration Statement on Form S-8 and Form S-3 (Registration
Number 33-31984 (the "Registration Statement")) as amended by Post-
Effective Amendment No. 1, registered 1,685,000 shares of Common Stock, par
value $1.00 per share (the "Shares"), of Avondale Industries, Inc. (the
"Company"). The Shares were to be offered by the Company to its employees
pursuant to the terms of the Company's Performance Share Plan and Stock
Appreciation Plan (together, the "Plans").
The Registration Statement also registered the offering for resale by
selling shareholders of 473,792 of the Shares that were or may have been
acquired by the selling shareholders pursuant to the payment of performance
share awards granted to them by the Company under the Performance Share
Plan and the exercise of stock options and stock appreciation rights
granted to them by the Company under the Stock Appreciation Plan.
The Company hereby removes from registration all Shares registered
hereunder that remain unsold as of the date hereof. As a result of an
Agreement and Plan of Merger (the "Agreement") between the Company and
Litton Industries, Inc. ("Litton"), pursuant to which a subsidiary of
Litton was merged with and into the Company (the "Merger"), all incentives
based upon the capital stock of the Company outstanding under the Company's
stock incentive plans, including the Plans, were canceled upon consummation
of the Merger on August 2, 1999. In addition, in accordance with the
Agreement, no additional grants in respect of the Company's capital stock
may be made under the Plans.
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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 the requirements for filing on Form S-8 and Form S-3 and has duly caused
this Post-Effective Amendment No. 2 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
Orleans, State of Louisiana, on August 2, 1999.
AVONDALE INDUSTRIES, INC.
By: /S/ ALBERT L. BOSSIER
----------------------------------
Albert L. Bossier, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 2 to the Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ ALBERT L. BOSSIER, JR.
- -------------------------- Chief Executive Officer August 2, 1999
Albert L. Bossier, Jr. and President
(Principle Executive Offier)
/S/ THOMAS M. KITCHEN
- -------------------------- Corporate Vice President August 2, 1999
Thomas M. Kitchen Chief Financial Officer and
Secretary
(Prinicple Financial Officer
and Principle Accounting Officer)
- -------------------------- Director -------, 1999
D. Michael Steuert
/S/ JOHN E. PRESTON
- --------------------------
John E. Preston Director August 2, 1999
/S/ JEANETTE M. THOMAS
- --------------------------
Jeanette M. Thomas Director August 2, 1999
