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) May 6, 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 May 6, 1999, Avondale Industries, Inc. (the "Registrant") issued
the press release filed herewith as Exhibit 99.1 announcing that
Litton Industries, Inc. submitted an unsolicited written proposal to
acquire the Registrant in an all cash transaction for $38.00 per
common share.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press release issued by the Registrant on May 6, 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: May 11, 1999
EXHIBIT 99.1
IMMEDIATELY - MAY 6, 1999
Thomas M. Kitchen: (504) 436-5237
Eugene K. Simon, Jr.: (504) 436-5664
AVONDALE ANNOUNCES RECEIPT OF UNSOLICITED ACQUISITION PROPOSAL
Avondale Industries, Inc. (NASDAQ/NMS:AVDL) announced today that Litton
Industries, Inc. has submitted an unsolicited written proposal to acquire
Avondale in an all cash transaction of $38.00 per common share. Avondale
further announced that it has simultaneously been provided by Litton with a
copy of an independent proposal made by Litton to merge with Newport News
Shipbuilding in a tax-free, stock-for-stock merger in which each Newport
News Shipbuilding common share would be converted into 0.55 Litton shares.
Neither Litton's offer to Avondale nor its offer to Newport News is
conditioned upon acceptance or rejection of the other.
Avondale has previously announced a merger agreement with Newport News, in
which Avondale shareholders would receive Newport News stock. The proposed
merger between Avondale and Newport News has received antitrust clearance
from the Department of Justice.
Speaking on behalf of Avondale's Board of Directors, Mr. Albert L. Bossier,
Jr., Chairman of the Board and Chief Executive Officer of Avondale said,
"We acknowledge receipt of these two proposals. Under our merger agreement
with Newport News, we are not permitted to enter into a transaction with
Litton unless we have determined, among other things, that the proposal is
superior. We have under review the proposal addressed to Avondale and
expect to have further comment when our review is complete."
Avondale Industries, Inc., headquartered in metro New Orleans, designs,
builds and overhauls both military and commercial vessels.
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