Leaflet #1
Watch Your Mailbox
For An Important Message Graphic of U.S.
The Independent Avondale Mail box
Shareholder Committee
On Thursday, April 14, the Securities FOR MORE INFORMATION
and Exchange Commission gave final CALL THE METAL TRADES
approval for the independent COUNCIL AT
"Avondale Shareholder Committee." (504) 454-1552
The Committee is comprised of non-management Avondale shareholders
including AFL-CIO Metal Trades Department President John Meese, the
New Orleans Metal Trades Council and many of your fellow Avondale
ESOP participants.
The Shareholder Committee is proposing six shareholder
resolutions to change the way Avondale Industries is governed by
its Board of Directors. The resolutions will be voted upon at
Avondale's May 6 Annual Shareholder Meeting. If approved and
adopted, these proposals would make Avondale management more
responsive to Avondale's owners, including about 12,000 current and
former Avondale employees who own 50% of the company's stock
through the ESOP.
At the insistence of the Shareholder Committee, the ESOP
Trustees have agreed to cooperate in the distribution of the
Committee's material directly to ESOP participants. The Committee
is already beginning to solicit -- or contact -- shareholders who
own Avondale stock outside the ESOP.
The Committee's proxy statement, which you will be receiving
soon, spells out the arguments in favor of these six resolutions.
The solicitation is accompanied by a "Voting Instruction" card,
which can be used to tell the Avondale ESOP Trustees how to vote on
the Committee's resolutions (as well as how to vote in the Board of
Directors election). The ESOP Trustees' attorneys have assured the
Committee that the tabulation of voting instructions "will be done
on a confidential basis by Price Waterhouse," WHICH MEANS NO ONE AT
AVONDALE WILL KNOW HOW YOU VOTED.
If you have already returned the previous "Voting Instruction"
card you received from the Avondale ESOP Trustees, and want to vote
on the Committee's proposals, don't worry. Under the law, you may
"revoke" your previous instructions to the Trustees simply by
filling our the new one and sending it in. The card with the most
recent date will be the one that is counted.
Once you receive the Shareholder Committee's proxy statement,
we will be handing out additional leaflets explaining the
Committee's resolutions. For now, watch your mailbox and read the
Committee's proxy statement when it arrives.
Avondale Shareholder Committee
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Leaflet #2
TO: ALL AVONDALE EMPLOYEE SHAREHOLDER
Over the next few days, you will be receiving a package from
the Avondale ESOP containing a solicitation from the independent
Avondale Shareholder Committee (it will also contain materials from
Avondale Management opposing our resolutions we are asking the
Shareholders to approve). The Committee is proposing 6 resolutions
designed to make Avondale management more accountable. All Hourly,
Salary, Production and Non-Production employees, who own shares of
Avondale through the ESOP, will be effected by these resolutions.
Since Avondale management and supervisors are already
distributing materials in opposition to the Shareholder Committee
proposals, we are providing you with this leaflet to help stop any
confusion. Unfortunately, management did not have the courtesy to
wait until you could see for yourself what the Committee is
proposing before starting a coordinated pressure campaign against
it.
Below are brief descriptions of the 6 resolutions and our
recommendation as to how we urge you to vote. These are not union
issues, but rather issues of importance to all Avondale
shareholders and employees.
ONCE YOU RECEIVE OUR MATERIALS IN THE MAIL, WE URGE YOU TO
READ THEM COMPLETELY AND THEN VOTE.
The resolutions are as follows;
2. INDEPENDENT BOARD FOR X
This resolution would urge the Board to amend the by-laws
to require the majority of the directors elected to the
Board be neither company employees, relatives of
management, nor representatives of other companies or law
firms that maintain business relationships with the
company.
3. NOMINATING COMMITTEE FOR X
This resolution would urge the Board to establish a
Nominating Committee of the Board composed entirely of
NON-MANAGEMENT DIRECTORS to review and nominate Board
candidates.
4. CONFIDENTIAL PROXY VOTING FOR X
This resolution would urge the Board to provide that all
ballots be kept confidential, except to the extent the
law requires disclosure, and that vote counting be done
by independent election inspectors.
5. BOARD OF DIRECTORS DECLASSIFICATION FOR X
This resolution would urge the Board to provide that all
Directors stand for election yearly instead of one-third
of the Board being elected for a three year term.
6. CUMULATIVE VOTING FOR X
This resolution would urge the Board to provide that
Company shareholders could cumulate their votes for
particular directors.
7. RECONSTITUTION OF THE COMPENSATION COMMITTEE FOR X
This resolution would urge the Board to provide that the
Board's Compensation Committee be composed entirely of
NON-MANAGEMENT directors selected by the full Board.
If you have any questions you can talk with us at the gates or
CALL: 454-1552, 885-3054
The Avondale Shareholder Committee