FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
(Mark One)
[ X ]Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 1996
[ ]Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _______________________
to________________________
For Quarter Ended March 31, 1996
Commission File Number 0-16572
AVONDALE INDUSTRIES, INC.
Louisiana 39-1097012
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P. O. Box 50280, New Orleans, Louisiana 70150
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 504/436-2121
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to file such filing requirements
for the past 90 days. YES X NO .
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
Class Outstanding at March 31, 1996
Common stock, par value $1.00 per share 14,464,175 shares
AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES
INDEX
Page No.
Part I.Financial Information
Item 1.Financial Statements
Independent Accountants' Report
Consolidated Balance Sheets -
December 31, 1995 and March 31, 1996
Consolidated Statements of Operations -
Three Months Ended March 31, 1995 and 1996
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1995 and 1996
Notes to Consolidated Financial Statements
Item 2.Management's Discussion and Analysis of
Financial Condition and Results of Operations
Part II.Other Information
Item 1.Legal Proceedings
Item 2.Changes in Securities
Item 3.Defaults Upon Senior Securities
Item 4.Submission of Matters to a Vote of Security Holders
Item 5.Other Information
Item 6.Exhibits and Reports on Form 8-K
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Shareholders of
Avondale Industries, Inc.
We have reviewed the condensed consolidated financial statements of
Avondale Industries, Inc. and subsidiaries, as listed in the
accompanying index, as of March 31, 1996 and for the three-month
periods ended March 31, 1996 and 1995. These financial statements
are the responsibility of the Company's management.
We conducted our review in accordance with standards established by
the American Institute of Certified Public Accountants. A review of
interim financial information consists principally of applying
analytical procedures to financial data and of making inquiries of
persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to such condensed consolidated financial
statements for them to be in conformity with generally accepted
accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of Avondale
Industries, Inc. and subsidiaries as of December 31, 1995, and the
related consolidated statements of operations, shareholders' equity,
and cash flows for the year then ended (not presented herein); and in
our report dated January 19, 1996, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated
balance sheet as of December 31, 1995 is fairly stated, in all
material respects, in relation to the consolidated balance sheet from
which it has been derived.
DELOITTE & TOUCHE LLP
May 10, 1996
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements
AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(UNAUDITED)
December 31, March 31,
1995 1996
----------- ---------
ASSETS
Current Assets:
Cash and cash equivalents $ 38,524 $ 64,366
Restricted short-term investments 383 189
Receivables (Note 2):
Accounts receivable........ 39,753 15,720
Contracts in progress...... 53,431 59,507
Inventories:
Goods held for sale........ 7,409 6,312
Materials and supplies..... 7,880 8,027
Deferred tax assets ......... 23,650 20,950
Prepaid expenses and
other current assets ....... 2,563 2,817
------- -------
Total current assets....... 173,593 177,888
------- -------
Property, Plant and Equipment:
Land......................... 9,161 9,161
Construction in progress..... 4,665 7,299
Buildings and improvements... 55,326 55,284
Machinery and equipment...... 182,547 183,018
------- -------
Total........................ 251,699 254,762
Less accumulated depreciation (121,661) (124,130)
------- -------
Property, plant and equipment - net 130,038 130,632
Goodwill - net................. 8,637 8,496
Funds held for construction.... 185
Other assets................... 4,274 4,402
------- -------
Total assets............... $ 316,727 $ 321,418
======= =======
See Notes to Consolidated Financial Statements.
AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(UNAUDITED)
December 31, March 31,
1995 1996
----------- ---------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 5,062 $ 7,062
Accounts payable............. 65,517 62,858
Accrued employee compensation 10,777 12,483
Other........................ 11,249 12,492
------- -------
Total current liabilities 92,605 94,895
Long-term debt ................ 60,593 58,205
Other liabilities and deferred credits 12,471 12,524
Total liabilities............ 165,669 165,624
------- -------
Commitments and contingencies (Note 4)
Shareholders' Equity:
Common stock, $1.00 par value,
authorized 30,000,000 shares;
issued - 15,927,191 shares
in 1995 and 1996........... 15,927 15,927
Additional paid-in capital... 373,911 373,911
Accumulated deficit.......... (226,924) (222,188)
------- -------
Total...................... 162,914 167,650
Treasury stock (common: 1,463,016
shares in 1995 and 1996) at cost ( 11,856) ( 11,856)
------- -------
Total shareholders' equity... 151,058 155,794
------- -------
Total........................ $ 316,727 $ 321,418
======= =======
See Notes to Consolidated Financial Statements.
AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
1995 1996
-------- --------
Net sales.................... $ 133,575 $ 156,496
Cost of sales................ 120,171 139,210
------- -------
Gross profit................. 13,404 17,286
Selling, general and
administrative expenses.... 7,663 9,033
------- -------
Income from operations....... 5,741 8,253
Interest expense............. ( 1,279) ( 1,386)
Other - net.................. 332 569
------- -------
Income before income taxes... 4,794 7,436
Income taxes ................ ( 1,750) ( 2,700)
------- -------
Net income................... $ 3,044 $ 4,736
======= =======
Net income per share of common stock $ 0.21 $ 0.33
======= =======
Weighted average number of
shares outstanding......... 14,464 14,464
======= =======
See Notes to Consolidated Financial Statements.
AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996
(In thousands)
(UNAUDITED)
1995 1996
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income......................... $ 3,044 $ 4,736
Adjustments to reconcile net income
to net cash provided by (used for)
operating activities:
Depreciation and amortization.... 2,418 2,676
Deferred income taxes............ 1,750 2,700
Changes in operating assets
and liabilities:
Receivables.................... (12,917) 17,957
Inventories.................... 157 950
Prepaid expenses .............. 2,670 ( 254)
Accounts payable............... ( 4,746) ( 2,659)
Accrued employee compensation.. ( 1,162) 1,706
Other - net.................... 563 1,403
------- -------
Net Cash (Used for) Provided by
Operating Activities........... (8,223) 29,215
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures............... (6,251) (3,179)
Change in restricted short-term
investments - net .............. (16,212) 194
------- -------
Net Cash Used for Investing Activities (22,463) (2,985)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of long-term borrowings.... (478) (388)
Proceeds from long-term borrowings. 17,780 -
------- -------
Net Cash Provided by (Used for)
Financing Activities............. 17,302 (388)
------- -------
Net (decrease) increase
in cash and cash equivalents....... (13,384) 25,842
Cash and cash equivalents at
beginning of period................ 15,414 38,524
------- -------
Cash and cash equivalents
at end of period................... $ 2,030 $64,366
======= =======
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest............................. $ 574 $ 176
======= =======
Income taxes paid.................... - $ 960
======= =======
See Notes to Consolidated Financial Statements.
AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements
include the accounts of Avondale Industries, Inc. and its wholly-
owned subsidiaries ("Avondale" or the "Company"). In the opinion
of the management of the Company, all adjustments (such
adjustments consisting only of a normal recurring nature)
necessary for a fair presentation of the operating results for
the interim periods presented have been included in the interim
financial statements. These interim financial statements should
be read in conjunction with the December 31, 1995 audited
financial statements and related notes filed on Form 10-K for the
year ended December 31, 1995 (the "1995 Form 10-K").
The financial statements required by Rule 10-01 of Regulation S-X
have been reviewed by independent public accountants as stated in
their report included herein.
2. RECEIVABLES
The following information presents the elements of receivables at
December 31, 1995 and March 31, 1996 (in thousands):
1995 1996
------- -------
Long-term contracts:
U.S. Government:
Amounts billed.............. $ 30,151 $ 6,826
Unbilled costs and estimated
profits on contracts in
progress................. 41,119 52,976
------- -------
Total....................... 71,270 59,802
Commercial:
Amounts billed.............. 4,364 3,059
Unbilled costs and estimated
profits on contracts in
progress................. 12,312 6,531
------- -------
Total from long-term contracts 87,946 69,392
Trade and other current receivables 5,238 5,835
------- -------
Total............................. $ 93,184 $ 75,227
======= =======
Unbilled costs and estimated profits on contracts in progress
were not billable to customers at the balance sheet dates under
terms of the respective contracts. As discussed in Note 2 of the
Company's Annual Report included in the 1995 Form 10-K, the
Company settled in December, 1995 its Request for Equitable
Adjustment ("Minehunter REA") filed with the U.S. Navy in
connection with the Company's contract to construct four MHC-51
Coastal Minehunters. As a result of this settlement, the
Company in December 1995 submitted to the U.S. Navy invoices
totalling $30.7 million, the payment of which was received by the
Company by March 31, 1996.
3. FINANCING ARRANGEMENTS
In the first quarter of 1996 the Company reached an agreement to
extend to May 1998 the terms of its revolving credit agreement
with various financial institutions. There have been no
borrowings in 1996 under the revolving credit agreement.
4. COMMITMENTS AND CONTINGENCIES
Litigation
As discussed in further detail in Note 10 of the Company's Annual
Report included in the 1995 Form 10-K, the Company was advised in
1986 that it was a potentially responsible party ("PRP") with
respect to an oil reclamation site operated by an unaffiliated
company in Walker, Louisiana. To date, the Company and certain
of the other PRPs for the site have funded the cost of the site's
remediation under a preliminary cost-sharing agreement. At March
31, 1996, clean-up costs totalled $17.7 million, of which the
Company has contributed $3.7 million. Additional work scheduled
for the site includes the completion of studies in 1996, and if
required by the results of these studies, subsequent remediation.
Following completion of such remediation, it will be necessary to
obtain Environmental Protection Agency approval to close the
site, which consent may require subsequent post-closure
activities such as groundwater monitoring and site maintenance
for many years. The Company is not able to estimate the final
costs for any such additional remedial work or post-closure costs
that may be required; however, the Company believes that its
proportionate share of expenditures for any additional work will
not have a material adverse effect on the Company's financial
statements. In addition, the Company believes that its
proportionate responsibility for the clean-up costs will not be
materially changed.
Since July 1986, a number of "toxic tort" suits have been filed
against the Company and numerous other defendants alleging claims
for personal injury, property damage, and "fear of cancer" in
connection with the reclamation site discussed above. The
plaintiffs also sought substantial punitive damages. These cases
were consolidated and certified as a class action. In 1995, the
Judge for the Federal District Court for the Western District of
Louisiana issued a ruling from the bench approving the Company's
settlement of the class action lawsuit, such settlement subject
to appeal following the issuance of the final written order. In
the first quarter of 1996, the Federal District Court issued the
written order confirming its earlier bench ruling. The period
for filing appeals expired on April 7, 1996 at which time no
appeals had been filed to the court approved settlement. Under
the terms of the court approved settlement the Company paid $4.0
million cash into a settlement fund in the third quarter of 1995,
using cash from operations, and issued a $2.0 million unsecured
note to the plaintiff class. The note bears interest at 8% per
annum and is due on January 28, 1997. The Company had previously
recorded an accrual sufficient to provide for the $6.0 million
settlement and has sufficient liquidity to fund the note. The
Company could also be responsible for payment to the plaintiffs
of up to an additional $6.0 million (plus interest at 8% per
annum) if the plaintiffs are unsuccessful in collecting certain
claims under Avondale's insurance policies that have been
assigned to the plaintiff class under the settlement agreement.
With respect to the potential contingent liability of the Company
to pay additional sums under the settlement agreement, management
believes that the eventual resolution of this matter will not
have a material adverse effect on the Company's results of
operations, financial position or cash flows.
Furthermore, the Company has initiated litigation against its
insurer for a declaration of coverage of the liability, if any,
that may arise in connection with the remediation of the site
referred to above. The court has ruled that the insurer has the
duty to defend the Company, but has not yet ruled on whether the
carrier has a duty to indemnify the Company if any liability is
ultimately assessed against it. After consultation with counsel,
the Company is unable to predict the eventual outcome of this
litigation or the degree to which such potential liability would
be indemnified by its insurance carrier.
In addition to the above, the Company is also named as a
defendant in numerous other lawsuits and proceedings arising in
the ordinary course of business, some of which involve
substantial damage claims.
The Company has established accruals as appropriate for certain
of the matters discussed above. While the ultimate outcome of
lawsuits and proceedings against the Company cannot be predicted
with certainty, management believes, based on current facts and
circumstances and after review with counsel, that the eventual
resolution of these matters will not have a material adverse
effect on the Company's financial statements.
Letters of Credit
In the normal course of its business activities, the Company is
required to provide letters of credit such as to secure the
payment of workers' compensation and insurance obligations.
Additionally, under certain contracts the Company may be required
to provide letters of credit to secure certain performance
obligations of the Company thereunder. Outstanding letters of
credit relating to these business activities amounted to
approximately $5.7 million at March 31, 1996; the Company issued
an additional $5.0 million letter of credit in early April 1996.
Outstanding letters of credit amounted to approximately $24.5
million at December 31, 1995.
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following discussion should be read in conjunction with the
Company's unaudited consolidated financial statements for the periods
ended March 31, 1996 and 1995 and Management's Discussion and
Analysis of Financial Condition and Results of Operations included
under Item 7 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1995 (the "1995 Form 10-K").
Overview
The Company's operating results for the first quarter of 1996
continued the improvement shown in 1995. Net sales for the first
quarter of 1996 were 17% above the level in the prior year's first
quarter. Income before income taxes was 55% higher than the prior
year period while net income increased 56% over the first quarter of
1995.
The Company's backlog at March 31, 1996 was $1.3 billion exclusive of
unexercised options aggregating $485 million held by the U.S. Navy
for additional ship orders. Also not included in the backlog at
March 31, 1996 is a contract announced in the fourth quarter of 1995
for the construction of four 42,000 DWT product carriers. The
contract is subject to the receipt of a Title XI financing guarantee
from the U.S. Maritime Administration and to the satisfaction of
certain other conditions. Shortly after the end of the first
quarter of 1996, the Company announced that at the request of the
customer the delivery date of the four product carriers was extended
from 1998 to the year 2000.
During the first quarter of 1996, the Company delivered a third
Landing Ship Dock - Cargo Variant ("LSD-CV") and a MHC-51 Class
Coastal Minehunter ("MHC") to the U.S. Navy. Other planned U.S. Navy
deliveries for the rest of 1996 include a double-hulled T-AO Oiler,
representing the last of 16 built by the Company, and the third MHC
in the contract for four which was begun in 1989. Commercial
deliveries in 1996 are expected to include two of the four double-
hulled product carrier forebodies the Company is retrofitting and the
remainder of the series of 100 river hopper barges some of which were
delivered in the fourth quarter of 1995.
The Company continues to pursue the U.S. Navy's program for the LPD
17, the Navy's new class of amphibious transport dock vessel, through
its previously disclosed alliance formed with Bath Iron Works
Corporation, Hughes Aircraft Company and Intergraph Corporation. The
first construction contract award in what is anticipated to be a
multi-ship project is forecasted for the third quarter of 1996. If
the alliance is successful in securing the contract, Avondale would
be the prime contractor with ships constructed in both the Avondale
and Bath yards. Hughes Aircraft will be responsible for the total
ship system integration while the team will utilize Intergraph
equipment for the design and manufacture of the ship. The alliance
will be further strengthened by the technical staff of the Electric
Boat Division of General Dynamics Corporation which recently acquired
Bath Iron Works.
In addition to the LPD-17, there are several other anticipated U.S.
Navy programs that may offer shipbuilding opportunities to Avondale.
This would include the possible construction of two additional
Sealift vessels, a class of prepositioning vessels for the U.S.
Marine Corps, up to 14 ADC(X) vessels (a class of auxiliary vessels
designed to deliver fuel, ammunition and other supplies to the U.S
Navy fleet with capabilities similar to the T-AOs currently under
construction at Avondale), and the SC-21, which represents the next
generation of surface combatant vessels. With a substantial portion
of Avondale's current firm backlog scheduled for completion by 1998,
it is important that Avondale be a successful bidder for all or a
substantial portion of the LPD-17 vessels or other U.S. Navy or
commercial work if it is to maintain its current level of
shipbuilding activity beyond 1998.
As previously disclosed, certain of the Company's operations were
closed in 1994 upon the completion of their respective contracts.
Two of these facilities are currently offered for sale while the
Company continues to seek alternative uses for these facilities.
With respect to environmental matters, the Company currently is not
aware of any material liabilities to be incurred for site
restoration, post closure, monitoring commitments, or other exit
costs that may occur or result from the sale, disposal or abandonment
of any of these properties.
Results of Operations
The Company recorded net income of $4.7 million, or $0.33 per share,
for the first quarter of 1996 compared to $3.0 million, or $0.21 per
share, for the first quarter of 1995, representing a 56% increase in
net income over the first quarter of 1995.
The Company's operating results in the current period primarily
reflect operating profits recognized on the LSD-CV 52 and seven T-AO
contracts. The Company also recorded a partial reversal of a
previously recognized loss which was recorded in prior years on the
contract to construct three LSD-CVs and a provision for a loss on the
contract to construct river hopper barges representing costs incurred
in connection with the Company's entry into this competitive market.
The Company has experienced a higher than expected level of cost at
the inception of this contract, and, as a result, recorded the
foregoing provision. Also contributing to the 1996 operating results
were profits recorded by the Company's marine repair, wholesale steel
and modular steel construction operations.
Net sales for the first quarter of 1996 reflected an increase of
$22.9 million, or 17%, compared to the same period in the prior year.
The increase was primarily due to increased net sales revenues
recorded on the contracts to construct the Strategic Sealift ships,
the Coast Guard Icebreaker ship, the forebodies for the four product
carriers and the contract to construct the river hopper barges.
These increases were partially offset by reduced net sales revenues
recorded on the contracts to construct the LSD-CV 52, three LSD-CVs
and the seven T-AOs, as these contracts are in the advanced stages of
completion, and by reduced net sales revenues recorded on the paddle-
wheeled gaming vessels (the last of which was delivered in the second
quarter of 1995).
Gross profit for the first quarter of 1996 increased $3.9 million, or
29%, compared to the same period in 1995 due primarily to increased
profits recognized on the contract to construct the seven T-AOs and a
partial reversal of a previously recognized loss on three LSD-CVs (as
discussed above).
Selling, general and administrative ("SG&A") expenses increased $1.4
million, or 18%, in the first quarter of 1996 compared to the first
quarter of 1995. The increase is due primarily to indirect labor
expenses incurred in association with the preparation of the LPD-17
proposal (discussed above).
Interest expense increased $107,000, or 8%, for the first quarter of
1996 compared to the same period in the prior year. The increase
was due primarily to interest costs associated with the $17.8 million
Title XI financing completed in February 1995, interest costs
associated with a note issued in 1995 as part of a litigation
settlement and less interest being capitalized on assets under
construction due to the completion of the yard-wide modernization
program. These increases were partially offset by a decrease in
interest expense associated with a note issued in 1994 to the
Company's former corporate parent, the terms of which required
partial payment of the note in June 1995.
The operating results for the first quarter of 1996 included an
income tax provision of $2.7 million, or $0.19 per share, compared to
an income tax provision of $1.8 million, or $0.12 per share, for the
same period in the prior year. The current period income tax
provision essentially represents a non-cash charge due primarily to
the utilization of net operating loss carry forwards previously
recognized as a deferred tax asset in the financial statements.
Liquidity and Capital Resources
The Company's cash and cash equivalents totaled $64.4 million at
March 31, 1996 as compared to $38.5 million at December 31, 1995.
Included in the cash balance at March 31, 1996 are amounts collected
as a result of the settlement of the Company's Request for Equitable
Adjustment ("Minehunter REA") filed with the U.S. Navy related to the
four MHCs currently under contract (as discussed in further detail in
Note 2 of the Company's Annual Report included in the 1995 Form 10-
K). The Company's sources of cash thus far in 1996 consisted of
$29.2 million of funds provided by operations (including the amounts
collected under the Minehunter REA discussed above) while the
Company's primary uses of cash in the current year consisted of
capital expenditures of $3.2 million and payment of long term
borrowings of $388,000.
In the first quarter of 1996, the terms of the Company's $42.5
million revolving credit agreement were extended to May, 1998. At
March 31, 1996, there were approximately $5.7 million of letters of
credit issued against the credit facility, with an additional $5.0
million letter of credit issued in early April, 1996, leaving
approximately $31.8 million of liquidity available to Avondale for
operations and other purposes. Continuing access to the credit
facility is conditioned upon the Company remaining in compliance with
the covenants of the agreement, including the maintenance of certain
financial ratios. At March 31, 1996 the Company was in compliance
with the covenants contained therein. The Company believes that its
capital resources will be sufficient to finance current and projected
operations.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Articles of Incorporation of the Company(1).
3.2 Bylaws of the Company(2).
10.3 Employee Benefit Plans
(c) The Company's Amended and Restated Employee
Stock Ownership Plan(3), as further amended by
Amendment No. 1 adopted April 5, 1995(4), as
further amended by Amendment No. 2 adopted
June 16, 1995(5) and as further amended by
Amendment No. 3 adopted February 5, 1996; and
the related Amended and Restated Trust
Agreement.
(j) The Company's 401(k) Plan and related Trust
effective January 1, 1996.
(k) The Company's Executive Retirement Trust.
10.4 Employment Agreements
(d) Amended and Restated Change of Control
Agreement dated January 19, 1996 by and
between the Company and Albert L. Bossier, Jr.
(e) Amended and Restated Change of Control
Agreement dated January 19, 1996 by and
between the Company and Thomas M. Kitchen.
(f) Amended and Restated Change of Control
Agreement dated January 19, 1996 by and
between the Company and Kenneth B. Dupont.
(g) The Company's Severance Pay Plan and Summary
Plan Description adopted March 1, 1996.
15 Letter re: unaudited interim financial information.
27 Financial Data Schedule
(b) Reports on Form 8-K:
Not applicable.
_______________
(1) Incorporated by reference from the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30,
1993.
(2) Incorporated by reference from the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September
30, 1995.
(3) Incorporated by reference from the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1994.
(4) Incorporated by reference from the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31,
1995.
(5) Incorporated by reference from the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30,
1995.
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 thereunto duly authorized.
AVONDALE INDUSTRIES, INC.
Date: May 14, 1996 By:/s/ ALBERT L. BOSSIER, JR.
Albert L. Bossier, Jr.
Chairman, President &
Chief Executive Officer
Date: May 14, 1996 By:/s/ THOMAS M. KITCHEN
Thomas M. Kitchen
Vice President &
Chief Financial Officer
EXHIBIT INDEX
Number Description
3.1 Articles of Incorporation of the Company(1).
3.2 Bylaws of the Company(2).
10.3 Employee Benefit Plans
(c) The Company's Amended and Restated Employee Stock
Ownership Plan(3), as further amended by Amendment No. 1
adopted April 5, 1995(4), as further amended by
Amendment No. 2 adopted June 16, 1995(5) and as further
amended by Amendment No. 3 adopted February 5, 1996; and
the related Amended and Restated Trust Agreement.
(j) The Company's 401(k) Plan and related Trust effective
January 1, 1996.
(k) The Company's Executive Retirement Trust.
10.4 Employment Agreements
(d) Amended and Restated Change of Control Agreement dated
January 19, 1996 by and between the Company and
Albert L. Bossier, Jr.
(e) Amended and Restated Change of Control Agreement dated
January 19, 1996 by and between the Company and
Thomas M. Kitchen.
(f) Amended and Restated Change of Control Agreement dated
January 19, 1996 by and between the Company and
Kenneth B. Dupont.
(g) The Company's Severance Pay Plan and Summary Plan
Description adopted March 1, 1996.
15 Letter re: unaudited interim financial information.
27 Financial Data Schedule
_______________
(1) Incorporated by reference from the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 1993.
(2) Incorporated by reference from the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 1995.
(3) Incorporated by reference from the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.
EXHIBIT INDEX
(4) Incorporated by reference from the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1995.
(5) Incorporated by reference from the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 1995.