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) September 26, 1994
AVONDALE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Louisiana 0-16572 39-1097012
(State of incorporation) (Commission (IRS Employer
File Number) Identification No.)
5100 River Road, Avondale, Louisiana 70094
(Address of principal executive offices) (Zip Code)
(504) 436-2121
(Registrant's telephone number,
including area code)
N/A
(Former name or former address, if changed since last report)
Items 1-4. Not Applicable.
Item 5. Other Events.
On September 26, 1994, the Board of Directors of Avondale
Industries, Inc., a Louisiana corporation (the "Company"),
declared a dividend payable October 31, 1994 of one right (a
"Right") for each outstanding share of common stock, $1.00 par
value ("Common Stock"), of the Company held of record at the
close of business on October 10, 1994 (the "Record Time"), or
issued thereafter and prior to the Separation Time (as here-
inafter defined) and thereafter pursuant to options and
convertible securities outstanding at the Separation Time. The
Rights will be issued pursuant to a Stockholder Protection Rights
Agreement, dated as of September 26, 1994 (the "Rights
Agreement"), between the Company and Boatmen's Trust Company, as
Rights Agent (the "Rights Agent"). Each Right entitles its
registered holder to purchase from the Company, after the
Separation Time, one one-hundredth of a share of Participating
Preferred Stock, $1.00 par value ("Participating Preferred
Stock"), for $32.00 (the "Exercise Price"), subject to
adjustment.
The Rights will be evidenced by the Common Stock
certificates until the close of business on the earlier of
(either, the "Separation Time") (i) the tenth business day (or
such later date as the Board of Directors of the Company may from
time to time fix by resolution adopted prior to the Separation
Time that would otherwise have occurred) after the date on which
any Person (as defined in the Rights Agreement) commences a
tender or exchange offer which, if consummated, would result in
such Person's becoming an Acquiring Person, as defined below, and
(ii) the tenth day after the first date (the "Flip-in Date") of
public announcement by the Company that a Person has become an
Acquiring Person, other than as a result of a Flip-over
Transaction or Event (as defined below); provided that if the
foregoing results in the Separation Time being prior to the
Record Time, the Separation Time shall be the Record Time; and
provided further that if a tender or exchange offer referred to
in clause (i) is cancelled, terminated or otherwise withdrawn
prior to the Separation Time without the purchase of any shares
of stock pursuant thereto, such offer shall be deemed never to
have been made. An Acquiring Person is any Person having
Beneficial Ownership (as defined in the Rights Agreement) of 15%
or more of the outstanding shares of Common Stock, which term
shall not include (i) the Company's employee stock ownership
trust, trustees and administrative committee, but in all such
cases solely in such capacities and solely with respect to
current ownership and specified permitted future acquisitions of
shares of Common Stock, (ii) the Company, any wholly-owned
subsidiary of the Company and any other employee benefit plan of
the Company and any wholly-owned subsidiary of the Company,
(iii) any Person who shall become the Beneficial Owner of 15% or
more of the outstanding Common Stock solely as a result of an
acquisition of Common Stock by the Company, until such time as
such Person acquires additional Common Stock, other than through
a dividend or stock split, (iv) any Person who becomes an
Acquiring Person without any plan or intent to seek or affect
control of the Company if such Person promptly divests sufficient
securities such that such 15% or greater Beneficial Ownership
ceases or (v) any Person who Beneficially Owns shares of Common
Stock consisting solely of (A) shares acquired pursuant to the
grant or exercise of an option granted by the Company in
connection with an agreement to merge with, or acquire, the
Company at a time at which there is no Acquiring Person, (B)
shares owned by such Person and its Affiliates and Associates at
the time of such grant or (C) shares, amounting to less than 1%
of the outstanding Common Stock, acquired by Affiliates and
Associates of such Person after the time of such grant.
The Rights Agreement provides that, until the Separation
Time, the Rights will be transferred with and only with the
Common Stock. Common Stock certificates issued after the Record
Time but prior to the Separation Time shall evidence one Right
for each share of Common Stock represented thereby and shall
contain a legend incorporating by reference the terms of the
Rights Agreement (as such may be amended from time to time).
Notwithstanding the absence of the aforementioned legend,
certificates evidencing shares of Common Stock outstanding at the
Record Time shall also evidence one Right for each share of Com-
mon Stock evidenced thereby. Promptly following the Separation
Time, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of Common
Stock at the Separation Time.
The Rights will not be exercisable until the Business Day
(as defined in the Rights Agreement) following the Separation
Time. The Rights will expire on the earliest of (i) the Exchange
Time (as defined below), (ii) the close of business on
October 10, 2004, (iii) the date on which the Rights are redeemed
as described below and (iv) upon the merger of the Company into
another corporation pursuant to an agreement entered into when
there is no Acquiring Person (in any such case, the "Expiration
Time").
The Exercise Price and the number of Rights outstanding, or
in certain circumstances the securities purchasable upon exercise
of the Rights, are subject to adjustment from time to time to
prevent dilution in the event of a Common Stock dividend on, or a
subdivision or a combination into a smaller number of shares of,
Common Stock, or the issuance or distribution of any securities
or assets in respect of, in lieu of or in exchange for Common
Stock.
In the event that prior to the Expiration Time a Flip-in
Date occurs, the Company shall take such action as shall be
necessary to ensure and provide that each Right (other than
Rights Beneficially Owned on or after the Stock Acquisition Date
by the Acquiring Person or any Affiliate or Associate thereof, or
by any transferee of any of the foregoing, which Rights shall
become void) shall constitute the right to purchase from the
Company, upon the exercise thereof in accordance with the terms
of the Rights Agreement, that number of shares of Common Stock or
Participating Preferred Stock of the Company having an aggregate
Market Price (as defined in the Rights Agreement), on the date of
the public announcement of an Acquiring Person's becoming such
(the "Stock Acquisition Date") that gave rise to the Flip-in
Date, equal to twice the Exercise Price for an amount in cash
equal to the then current Exercise Price. In addition, the Board
of Directors of the Company may, at its option, at any time after
a Flip-in Date and prior to the time that an Acquiring Person
becomes the Beneficial Owner of more than 50% of the outstanding
shares of Common Stock, elect to exchange all (but not less than
all) the then outstanding Rights (other than Rights Beneficially
Owned on or after the Stock Acquisition Date by the Acquiring
Person or any Affiliate or Associate thereof, or by any
transferee of any of the foregoing, which Rights become void) for
shares of Common Stock at an exchange ratio of one share of
Common Stock per Right, appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring
after the date of the Separation Time (the "Exchange Ratio").
Immediately upon such action by the Board of Directors (the
"Exchange Time"), the right to exercise the Rights will terminate
and each Right will thereafter represent only the right to
receive a number of shares of Common Stock equal to the Exchange
Ratio.
Whenever the Company shall become obligated under the
preceding paragraph to issue shares of Common Stock upon exercise
of or in exchange for Rights, the Company, at its option, may
substitute therefor shares of Participating Preferred Stock, at a
ratio of one one-hundredth of a share of Participating Preferred
Stock for each share of Common Stock so issuable.
In the event that prior to the Expiration Time the Company
enters into, consummates or permits to occur a transaction or
series of transactions after the time an Acquiring Person has
become such in which, directly or indirectly, (i) the Company
shall consolidate or merge or participate in a binding share
exchange with any other Person if, at the time of the
consolidation, merger or share exchange or at the time the
Company enters into an agreement with respect to such
consolidation, merger or share exchange, the Acquiring Person
controls the Board of Directors of the Company and any term of or
arrangement concerning the treatment of shares of capital stock
in such merger, consolidation or share exchange relating to the
Acquiring Person is not identical to the terms and arrangements
relating to other holders of Common Stock or (ii) the Company
shall sell or otherwise transfer (or one or more of its
subsidiaries shall sell or otherwise transfer) assets
(A) aggregating more than 50% of the assets (measured by either
book value or fair market value) or (B) generating more than 50%
of the operating income or cash flow, of the Company and its
subsidiaries (taken as a whole) to any other Person (other than
the Company or one or more of its wholly owned subsidiaries) or
to two or more such Persons which are affiliated or otherwise
acting in concert, if, at the time of such sale or transfer of
assets or at the time the Company (or any such subsidiary) enters
into an agreement with respect to such sale or transfer, the
Acquiring Person controls the Board of Directors of the Company
(a "Flip-over Transaction or Event"), the Company shall take such
action as shall be necessary to ensure, and shall not enter into,
consummate or permit to occur such Flip-over Transaction or Event
until it shall have entered into a supplemental agreement with
the Person engaging in such Flip-over Transaction or Event or the
parent corporation thereof (the "Flip-over Entity"), for the
benefit of the holders of the Rights, providing, that upon
consummation or occurrence of the Flip-over Transaction or Event
(i) each Right shall thereafter constitute the right to purchase
from the Flip-over Entity, upon exercise thereof in accordance
with the terms of the Rights Agreement, that number of shares of
common stock of the Flip-over Entity having an aggregate Market
Price on the date of consummation or occurrence of such Flip-over
Transaction or Event equal to twice the Exercise Price for an
amount in cash equal to the then current Exercise Price and
(ii) the Flip-over Entity shall thereafter be liable for, and
shall assume, by virtue of such Flip-over Transaction or Event
and such supplemental agreement, all the obligations and duties
of the Company pursuant to the Rights Agreement. For purposes of
the foregoing description, the term "Acquiring Person" shall
include any Acquiring Person and its Affiliates and Associates
counted together as a single Person.
The Board of Directors of the Company may, at its option, at
any time prior to the close of business on the Flip-in Date,
redeem all (but not less than all) the then outstanding Rights at
a price of $.01 per Right (the "Redemption Price"), as provided
in the Rights Agreement. Immediately upon the action of the
Board of Directors of the Company electing to redeem the Rights,
without any further action and without any notice, the right to
exercise the Rights will terminate and each Right will thereafter
represent only the right to receive the Redemption Price in cash
for each Right so held.
The Company and the Rights Agent may amend the Rights
Agreement without the approval of any holders of Rights (i) prior
to the close of business on the Flip-in Date, in any respect and
(ii) after the close of business on the Flip-in Date, to make any
changes that the Company may deem necessary or desirable and
which shall not materially adversely affect the interests of the
holders of Rights generally or in order to cure any ambiguity or
to correct or supplement any provision which may be inconsistent
with any other provision or otherwise defective.
The holders of Rights will, solely by reason of their
ownership of Rights, have no rights as stockholders of the
Company, including, without limitation, the right to vote or to
receive dividends.
The Rights will not prevent a takeover of the Company.
However, the Rights may cause substantial dilution to a person or
group that acquires 15% or more of the Common Stock unless the
Rights are first redeemed by the Board of Directors of the
Company. Nevertheless, the Rights should not interfere with a
transaction that is in the best interests of the Company and its
stockholders because the Rights can be redeemed on or prior to
the close of business on the Flip-in Date, before the
consummation of such transaction.
As of September 26, 1994 there were 15,927,191 shares of
Common Stock issued (of which 14,464,175 shares were outstanding
and 1,463,016 shares were held in treasury). As long as the
Rights are attached to the Common Stock, the Company will issue
one Right with each new share of Common Stock so that all such
shares will have Rights attached.
The Rights Agreement (which includes as Exhibit A the forms
of Rights Certificate and Election to Exercise and as Exhibit B
the form of Articles of Amendment for the Company's Participating
Preferred Stock) is attached hereto as an exhibit and is incor-
porated herein by reference. The foregoing description of the
Rights is qualified in its entirety by reference to the Rights
Agreement and such exhibits thereto.
Item 6. Not Applicable.
Item 7. Financial Statements and Exhibits.
Financial Statements.
____________________
Not Applicable.
Exhibits.
________
(4) Rights Agreement, which includes as Exhibit A the
forms of Rights Certificate and Election to Exer-
cise and as Exhibit B the form of Articles of
Amendment for the Participating Preferred Stock
of the Company, is incorporated herein by
reference to Exhibits (1), (2), and (3) to the
Company's Registration Statement on Form 8-A,
filed with the Commission on September 30, 1994,
registering the Company's Stock Purchase Rights
pursuant to Section 12(g) of the Securities
Exchange Act of 1934.
(99) Press release, dated September 28, 1994, issued
by the Company.
Item 8. Not Applicable.
SIGNATURE
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.
By: /s/ Thomas M. Kitchen
Thomas M. Kitchen
Vice President and
Chief Financial Officer
Date: September 30, 1994
EXHIBIT INDEX
Exhibit No. Description
(4) Stockholder Protection Rights Agreement,
dated as of September 26, 1994 (the
"Rights Agreement"), between Avondale
Industries, Inc. (the "Company") and
Boatmen's Trust Company, as Rights
Agent, including as Exhibit A the forms
of Rights Certificate and of Election to
Exercise and as Exhibit B the form of
Articles of Amendment for the
Participating Preferred Stock of the
Company is incorporated herein by
reference to Exhibits (1) (2) and (3) to
the Company's Registration Statement on
Form 8-A, filed with the Commission on
September 30, 1994, registering the
Company's Stock Purchase Rights pursuant
to Section 12(g) of the Securities
Exchange Act of 1934.
(99) Press release, dated September 28, 1994,
issued by the Company.