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) February 18, 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 February 18, 1999, Avondale Industries, Inc. issued the press
release filed herewith as Exhibit 99.1 announcing that it has been
informed by Newport News Shipbuilding Inc. ("Newport") that Newport
has received an unsolicited offer from General Dynamics Corporation
proposing to acquire Newport for $38.50 per share in cash, subject to
due diligence and antitrust clearance from the appropriate regulatory
authorities.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press release issued by the Registrant on February 18, 1999.
99.2 Letter from General Dynamics Corporation dated February 10,
1999 (with enclosure) (incorporated by reference to Exhibit
99.2 to Newport's Form 8-K dated February 10, 1999
(Commission File No. 1-12385)).
99.3 Mutual Nondisclosure Agreement of Newport News and Avondale
dated November 20, 1998 (incorporated by reference to
Exhibit 99.3 to Newport's Form 8-K dated February 10, 1999
(Commission File No. 1-12385)).
<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: February 22, 1999
NEWPORT NEWS HAS RECEIVED TAKEOVER PROPOSAL
FROM GENERAL DYNAMICS
NEW ORLEANS, LOUISIANA - Feb. 18, 1999 - Avondale Industries, Inc.
(Nasdaq/NMS-AVDL) announced today that it has been informed by Newport News
Shipbuilding (NYSE-NNS) that Newport News has received an unsolicited offer
from General Dynamics (NYSE-GD) proposing to acquire Newport News for
$38.50 per share in cash, subject to due diligence and antitrust clearance
from the appropriate regulatory authorities.
On January 19, 1999, Avondale and Newport News announced a proposed merger
that is currently under regulatory review. Under the merger agreement,
Newport News is not permitted to engage in discussions or negotiations with
respect to any other acquisition proposal unless its board determines that
the proposal could result in a "superior proposal." A "superior proposal"
is one that Newport News' board determines is reasonably capable of being
completed, taking into account legal, regulatory and other factors, and
that presents more favorable terms, financial and otherwise, taken as a
whole, to its shareholders, than the agreement with Avondale.
While the General Dynamics letter did not specifically ask Newport News to
terminate its agreement with Avondale, the letter states that Newport News'
proposed acquisition of Avondale would create antitrust problems in a
combination of General Dynamics and Newport News.
Newport News has informed Avondale that, due to antitrust concerns, its
board has not been able to conclude at this time that the General Dynamics
proposal is reasonably capable of being completed. Avondale has informed
Newport News that it supports this determination and remains fully
committed to the transaction with Newport News. Newport News has also
informed Avondale that, in order to satisfy Newport News' board's concerns
regarding the reasonable certainty of closing the General Dynamics/Newport
News acquisition, the board would require a finding by the Department of
Defense that there is a reasonable likelihood of approval, and that Newport
News has requested a response from the Department of Defense.
Avondale believes that a combination of Avondale and Newport News would
enhance competition in the industry and would not present antitrust
concerns, unlike a combination of General Dynamics and Newport News. Albert
L. Bossier, Jr., Chairman and Chief Executive Officer of Avondale, said,
"The combination of Avondale and Newport News creates a strong new
competitor that can design, build and maintain every ship in the Navy and
Coast Guard fleets. We believe that the combination of Avondale and
Newport News offers the best value to the shareholders, customers and
employees of both companies."
Avondale Industries, Inc., headquartered in metro New Orleans, designs,
builds and overhauls both military and commercial ships. The Company
employs 6,000 people and has annual revenue of approximately $750 million.
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Contact:
Avondale Industries, New Orleans
Thomas M. Kitchen 504/436-5237
or
Eugene K. Simon 504/436-5664
