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, 1997
[ ]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, 1997
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, 1997
Common stock, par value $1.00 per share 14,493,211 shares
AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES
INDEX
Part I. Financial Information Page No.
Item 1. Financial Statements
Independent Accountants' Report
Consolidated Balance Sheets -
December 31, 1996 and March 31, 1997
Consolidated Statements of Operations -
Three Months Ended March 31, 1996 and 1997
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1996 and 1997
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Part II. 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, 1997 and for the three-month
periods ended March 31, 1997 and 1996. 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, 1996, 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 February 17, 1997, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying consolidated balance
sheet as of December 31, 1996 is fairly stated, in all material
respects, in relation to the consolidated balance sheet from which it
has been derived.
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
May 2, 1997
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,
1996 1997
------ ------
ASSETS
Current Assets:
Cash and cash equivalents ............ $ 48,944 $ 47,737
Receivables (Note 2):
Accounts receivable ................. 14,133 13,094
Contracts in progress ............... 105,006 95,904
Inventories:
Goods held for sale ................. 13,184 15,344
Materials and supplies .............. 8,601 8,800
Deferred tax assets ................... 30,157 26,757
Prepaid expenses ...................... 2,465 2,018
------- -------
Total current assets ................ 222,490 209,654
------- -------
Property, Plant and Equipment:
Land................................... 7,984 7,984
Construction in progress ............. 6,934 6,533
Buildings and improvements ............ 52,664 52,624
Machinery and equipment ............... 187,029 189,080
------- -------
Total ............................... 254,611 256,221
Less accumulated depreciation.......... (127,009) (129,721)
------- -------
Property, plant and equipment - net 127,602 126,500
------- -------
Goodwill - net ................ 8,073 7,932
Other assets .................. 4,707 4,104
------- -------
Total assets ............. $ 362,872 $ 348,190
======= =======
See Notes to Consolidated Financial Statements.
AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(UNAUDITED)
December 31, March 31,
1996 1997
------ ------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 4,957 $ 2,957
Accounts payable ..................... 73,589 53,530
Accrued employee compensation ........ 11,630 11,423
Other ................................ 12,839 14,621
------- -------
Total current liabilities 103,015 82,531
Long-term debt........................... 54,866 53,885
Deferred income taxes ................... 10,300 10,300
Other liabilities and deferred credits .. 12,838 13,039
------- -------
Total liabilities ........... 181,019 159,755
------- -------
Commitments and contingencies (Note 4)
Shareholders' Equity:
Common stock, $1.00 par value,
authorized 30,000,000 shares;
issued - 15,927,191 shares in
1996 and 15,956,227 in 1997 .......... 15,927 15,956
Additional paid-in capital ............ 373,911 374,173
Accumulated deficit ................... (196,129) (189,838)
------- -------
Total ............................... 193,709 200,291
Treasury stock (common: 1,463,016
shares in 1996 and 1997) at cost ...... (11,856) (11,856)
------- -------
Total shareholders' equity ............. 181,853 188,435
------- -------
Total ....................... $ 362,872 $ 348,190
======= =======
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,
1996 1997
------ ------
Net sales............................ $ 156,496 $ 139,513
Cost of sales ....................... 139,210 120,880
------- -------
Gross profit ........................ 17,286 18,633
Selling, general and administrative
expenses .......................... 9,033 8,334
------- -------
Income from operations .............. 8,253 10,299
Interest expense .................... ( 1,386) ( 1,217)
Other - net ......................... 569 609
------- -------
Income before income taxes .......... 7,436 9,691
Income taxes ........................ 2,700 3,400
------- -------
Net income .......................... $ 4,736 $ 6,291
======= =======
Income per share of common stock:
Net income per share of common stock $ 0.33 $ 0.43
======= =======
Weighted average number of
shares outstanding ................. 14,464 14,493
======= =======
See Notes to Consolidated Financial Statements.
AVONDALE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1996 AND 1997
(In thousands)
(UNAUDITED)
1996 1997
------ ------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ............................ $ 4,736 $ 6,291
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization ....... 2,676 2,853
Deferred income taxes .............. 2,700 3,400
Changes in operating assets
and liabilities:
Receivables ....................... 17,957 10,141
Inventories ...................... 950 (2,359)
Prepaid expenses ................. (254) 447
Accounts payable ................. (2,659) (20,059)
Accrued employee compensation ..... 1,706 (207)
Other - net ....................... 1,403 2,877
------- -------
Net Cash Provided by
Operating Activities ............. 29,215 3,384
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ................. (3,179) (1,610)
Change in restricted short-term
investments - net ................. 194
------- -------
Net Cash Used for Investing Activities (2,985) (1,610)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of long-term borrowings ....... (388) (2,981)
------- -------
Net Cash Used for Financing Activities (388) (2,981)
------- -------
Net increase (decrease) in cash and
cash equivalents ...................... 25,842 (1,207)
Cash and cash equivalents at
beginning of period ................... 38,524 48,944
------- -------
Cash and cash equivalents at
end of period ......................... $ 64,366 $ 47,737
======= =======
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest ................................ $ 176 $ 1,058
======= =======
Income taxes ........................... $ 960 $ 100
======= =======
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, 1996 audited financial statements and related notes
filed on Form 10-K for the year ended December 31, 1996 (the "1996
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, 1996 and March 31, 1997 (in thousands):
1996 1997
------ ------
Long-term contracts:
U.S. Government:
Amounts billed ............ $ 859 $ 977
Unbilled costs and estimated
profits on contracts in
progress .................. 90,325 82,058
------- -------
Total ...................... 91,184 83,035
Commercial:
Amounts billed ............. 7,274 6,707
Unbilled costs and estimated
profits on contracts in
progress .................. 14,681 13,846
------- -------
Total from long-term contracts 113,139 103,588
Trade and other current receivables 6,000 5,410
------- -------
Total ............................ $119,139 $108,998
======= =======
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.
3. FINANCING ARRANGEMENTS
The Company's $42.5 million revolving credit agreement ("the
agreement") provides available liquidity for working capital
purposes, capital expenditures and letters of credit. At March 31,
1997, there were approximately $11.3 million of letters of credit
issued against the agreement leaving approximately $31.2 million of
liquidity available to Avondale for operations and other purposes.
There have been no borrowings in 1997 under the agreement. The
Company and its banks agreed to amend its revolving credit agreement
and increase the size to $85 million effective April 30, 1997.
Continuing access to the agreement is conditioned upon the Company
remaining in compliance with the covenants which include certain
financial ratios. The Company is currently in compliance with the
covenants contained therein.
4. COMMITMENTS AND CONTINGENCIES
Litigation
As discussed in Note 10 of the Company's Annual Report included in
the 1996 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 (the
"Funding Group") for the site have funded the site's remediation
expenses, PRP identification expenses and related costs for the
participating parties. As of March 31, 1997 such costs totaled $18.8
million, of which the Company has funded approximately $4.0 million.
Since 1988 the Funding Group filed petitions to add a number of
companies as third-party defendants with regard to the remedial
action. The Funding Group has agreed to settle with the majority of
these companies. All funds collected through these settlements have
been escrowed to fund future expenses. At March 31, 1997, the
balance of the escrow was $6.2 million, which is to be used to fund
any ongoing remediation expenses. The Company will not owe any
future assessments until the balance in escrow is depleted.
Additional settlements are being negotiated which may add to the
balance in escrow.
Additional remedial work scheduled for the site includes completion
of studies and if required by the results of these studies,
subsequent remediation. Following completion of any such required
additional 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 impact on the Company's
financial condition. In addition, the members of the Funding Group
have entered into a final cost sharing agreement under which all
parties have agreed that there would be no re-allocation of previous
remediation costs, but that future remediation costs would be
established by a formula. Under this agreement, the Company's share
of future costs is 17.5%.
In the first quarter of 1996, the Federal District Court for the
Western District of Louisiana issued a ruling approving the Company's
settlement of a class action lawsuit involving alleged personal
injury and property damage arising from the Walker, La. reclamation
site. Under the terms of the settlement, the Company has paid
approximately $6.2 million (including interest) into a settlement
fund and also agreed to pay up to an additional $6.0 million (plus
interest at 8% per annum) if the plaintiffs were unsuccessful in
collecting certain claims under Avondale's insurance policies that
were assigned to the plaintiff class under the settlement agreement.
During the first quarter of 1997, certain remaining parties to the
litigation, including Avondale's insurers, reached a tentative
settlement pursuant to which Avondale's insurers agreed to pay the
plaintiffs an amount in excess of the $6.0 million (plus interest)
for which Avondale was contingently liable in full and final
satisfaction of the plaintiff's claims against Avondale. If approved
by the trial court after a fairness review, Avondale will be released
from this contingent liability. The fairness review by the trial
court is scheduled for the second quarter of 1997. With respect to
the potential contingent liability of the Company to pay additional
sums if the tentative settlement is not approved by the court,
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 condition.
Letters of Credit
In the normal course of its business activities, the Company is
required to provide letters of credit to secure the payment of
workers' compensation obligations, other insurance obligations and to
provide a debt service reserve fund related to $36.3 million of
Series 1994 industrial revenue bonds. 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 $11.3 million at March 31, 1997 and
December 31, 1996.
5. RECENT ACCOUNTING PRONOUNCEMENT
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards Number 128 "Earnings per
Share" ("SFAS 128") which changes the method of calculating earnings
per share ("EPS"). SFAS 128 requires the presentation of "basic" EPS
and "diluted" EPS on the face of the statement of operations. Basic
EPS is computed by dividing the net income available to common
shareholders by the weighted average shares of outstanding common
stock. The calculation of diluted EPS is similar to basic EPS except
that the denominator includes dilutive common stock equivalents such
as stock options and warrants. The statement is effective for
financial statements for periods ending after December 31, 1997. The
Company will adopt SFAS 128 in the fourth quarter of 1997, as early
adoption is not permitted. The Company's current EPS calculation
significantly conforms to basic EPS. Diluted EPS is not expected to
be materially different from basic EPS since potential common shares
in the form of common stock options are not estimated to be
materially dilutive.
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, 1997 and 1996 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, 1996 (the "1996 Form 10-K").
Overview
The trend of improvement in the Company's operating results continued
in the first quarter ended March 31, 1997. Income before income
taxes and net income increased by 30% and 33%, respectively, for the
first quarter of 1997 compared to the same period in the prior year.
The Company's firm backlog at March 31, 1997 was approximately $1.6
billion (including estimated contract escalation) exclusive of
unexercised options aggregating $1.1 billion held by the U.S. Navy
(the "Navy") for additional ship orders. During the first quarter of
1997, the Company delivered a MHC-51 Class Coastal Minehunter to the
Navy representing the fourth and final ship in the series constructed
by the Company. The Company also delivered the second of four
commercial tankers which are being retrofitted with double-hulled
forebodies. Other contracts that will be completed during 1997
include the LSD-CV 52, the last of four LSD-CVs constructed under two
contracts, and the two remaining commercial tankers.
As previously disclosed, in December 1996 a Company-led alliance,
which includes Bath Iron Works and Hughes Aircraft Company, was
awarded a $641 million contract to design and construct the first of
an anticipated 12 ships under the Navy's LPD-17 program. The
contract award provides for options exercisable by the Navy for two
additional LPD ships to be built by the alliance. Under the terms of
an agreement between the alliance members, the Company will build the
ship covered under the December 1996 contract, and if the Navy
exercises the two options, the Company would construct the second
while Bath would construct the third of the three LPD-17 ships. Upon
the announcement of the award, the unsuccessful bidder filed a
protest at which time the U.S. Navy issued a stop-work order pending
a review of the protest by the General Accounting Office ("GAO"). On
April 7, 1997, the GAO denied the protest by the unsuccessful bidder.
The Navy followed the GAO decision by cancelling the stop-work
order. As a result, the Company immediately resumed design work
under the contract.
Results of Operations
The Company recorded net income for the first quarter of 1997 of $6.3
million, or $0.43 per share, compared to $4.7 million, or $0.33 per
share, for the first quarter of 1996 representing a 33% increase over
the prior year period. Income from operations increased 25% in the
first quarter of 1997 to $10.3 million compared to $8.3 million in
the first quarter of 1996.
The increase in the Company's operating results in the current
quarter of 1997 compared to the prior year period primarily reflect
operating profits recognized on the contract to construct five
Strategic Sealift vessels and the Icebreaker contract. Profit
recognition on these two contracts was not reflected in the first
quarter 1996 operating results as contract progress was not
sufficient to begin profit recognition. Also contributing to the
first quarter 1997 operating results were profits recorded by the
Company's marine repair, wholesale steel and modular steel
construction operations.
These profits were offset, in part, by a $2.5 million loss recorded
on the contract to retrofit four single-hulled commercial tankers
with new double hulls. This loss resulted primarily from an increase
in the estimated labor needed to complete the two remaining double
hulls.
Net sales for the first quarter of 1997 decreased $17 million, or
11%, to $139.5 million compared to $156.5 million for the first
quarter of 1996. The decrease in net sales in the current quarter is
primarily due to a reduction in material costs associated with the
timing of material commitments on contracts currently in progress as
well as a reduction in material costs on contracts that are near
completion. In the current quarter, the Company recorded decreased
net sales on the contracts to construct the seven T-AOs (the last of
which was delivered in May 1996), the four MHCs (the last of which
was delivered in January 1997), the LSD-CV 52 (expected to be
delivered in November 1997) and the three LSD-CVs (the last of which
was delivered in March 1996). The Company also recorded reduced net
sales on the contract to construct the forebodies for the four
double-hulled product carriers as two of the vessels were delivered
in 1996. The decreases noted above were partially offset by
increased net sales recorded on the contracts to construct the
Icebreaker and the five Strategic Sealift ships.
Gross profit for the first quarter of 1997 increased $1.3 million, or
8%, compared to the same period in 1996. The increase is due
primarily to profits recognized on the contracts to construct the
five Strategic Sealift vessels and the Icebreaker for the U.S. Navy.
These incremental profits were offset, in part, by the loss recorded
on the commercial contract as discussed above.
Selling, general and administrative ("SG&A") expenses decreased
$699,000, or 8%, in the first quarter of 1997 compared to the same
period in the prior year. The decrease in SG&A expenses was due
primarily to a decrease in proposal preparation costs recorded in the
first quarter of 1996 in connection with the preparation of the
successful LPD-17 proposal.
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards Number 128 "Earnings per
Share" ("SFAS 128") which changes the method of calculating earnings
per share ("EPS"). SFAS 128 requires the presentation of "basic" EPS
and "diluted" EPS on the face of the statement of operations. Basic
EPS is computed by dividing the net income available to common
shareholders by the weighted average shares of outstanding common
stock. The calculation of diluted EPS is similar to basic EPS except
that the denominator includes dilutive common stock equivalents such
as stock options and warrants. The statement is effective for
financial statements for periods ending after December 31, 1997. The
Company will adopt SFAS 128 in the fourth quarter of 1997, as early
adoption is not permitted. The Company's current EPS calculation
significantly conforms to basic EPS. Diluted EPS is not expected to
be materially different from basic EPS since potential common shares
in the form of common stock options are not estimated to be
materially dilutive.
Liquidity and Capital Resources
The Company's cash and cash equivalents totaled $47.7 million at
March 31, 1997 as compared to $48.9 million at December 31, 1996.
The Company's operations generated approximately $3.4 million of cash
through March 31, 1997. The Company's primary uses of cash in the
current year consisted of capital expenditures of $1.6 million and
payments on long-term borrowings of $2.98 million.
The Company's $42.5 million revolving credit agreement ("the
agreement") provides available liquidity for working capital
purposes, capital expenditures and letters of credit. At March 31,
1997, there were approximately $11.3 million of letters of credit
issued against the agreement leaving approximately $31.2 million of
liquidity available to Avondale for operations and other purposes.
There have been no borrowings in 1997 under the agreement. As
discussed below, the Company amended its revolving credit agreement
effective April 30, 1997. Continuing access to the agreement is
conditioned upon the Company remaining in compliance with the
covenants which include certain financial ratios. The Company is
currently in compliance with the covenants contained therein. The
Company believes that its capital resources will be sufficient to
finance current and projected operations.
In order to comply with the terms of the LPD-17 contract, the Company
will make significant capital expenditures, particularly to enhance
its computer-aided design and product modeling capabilities. The
Company currently has sufficient cash and available lines of credit
to fund these capital expenditures. Nevertheless, the Company and
its banks agreed to increase the size of its revolving credit
agreement to $85 million on April 30, 1997. The increase in the size
of the agreement is sufficient to allow the Company to fund the
expenditures on an interim basis with borrowings under the agreement
while preserving the current level of available liquidity. The
amended agreement provides that the available credit under the
agreement will be reduced to approximately $50 million once a long-
term financing for the LPD-17 expenditures is in place (as discussed
below) and, at the same time, the banks will eliminate all collateral
except their second mortgage on the Company's 900-foot floating
drydock. In addition, the amended agreement has extended the
expiration date until April 2000. The Company is currently in
compliance with the covenants contained in its revolving credit
agreement.
The Company, in conjunction with the University of New Orleans (the
"University"), and the University of New Orleans Research and
Technology Foundation (the "Foundation"), will construct a 200,000
square foot building on property currently owned by the Company
adjacent to the Company's main shipyard. In addition, the purchase
of hardware and software will be required in order to comply with the
LPD-17 contract terms relating to the implementation of the extensive
three-dimensional ship design and Integrated Product Data Environment
teaming technology. The initial investment in this new technology
and facility, which will be known as the "UNO/Avondale Maritime
Technology Center of Excellence," is estimated at $40 million, and
will be financed by the Foundation using third-party debt or lease
financing guaranteed by the Company. The Company will enter into a
long-term lease for the Center requiring a nominal annual lease
payment. The Company will provide access to the technology and a
portion of the Center to the University for its use in research and
the development of educational curricula related to naval
architecture and marine engineering.
On May 2, 1997 at the request of the selling shareholder, the
Avondale Employee Stock Ownership Plan (the "ESOP"), the Company
withdrew its registration statement on Form S-3 filed with the
Securities and Exchange Commission on March 17, 1997, relating to
three million shares of the Company's common stock of which
2,946,387 shares were to be sold by the ESOP and 53,613 were to be
sold by the Company.
PART II - OTHER INFORMATION
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).
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.
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 9, 1997 By:/s/ ALBERT L. BOSSIER, JR.
----------- ----------------------
Albert L. Bossier, Jr.
Chairman, President &
Chief Executive Officer
Date: May 9, 1997 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).
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.