<PAGE> 1
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): November 26, 1996
Dominion Bridge Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-10372 23-2577796
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
500 Notre Dame Street, Lachine, Quebec, CANADA H8S 2B2
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (514) 634-3550
<PAGE> 2
Item 5. Other Events
------------
The Board of Directors of Dominion Bridge Corporation (the "Company")
declared a distribution of one Preferred Stock Purchase Right (a "Right") for
each outstanding share of the Company's common stock, par value $0.001 per share
(the "Common Stock "), payable at the close of business on November 26, 1996 to
stockholders of record on November 26, 1996 (the "Record Date"). A Right will
automatically attach to shares of the Company's Common Stock issued after the
Record Date. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Continental Stock
Transfer & Trust Company, as Rights Agent (the "Rights Agent"). Terms not
otherwise defined in this registration statement shall have the meanings set
forth in the Rights Agreement which is attached hereto and incorporated herein
by reference.
The Rights Agreement provides for the issuance of a unit consisting of
one Right to buy one-hundredth of a share of Series One Preferred Stock to
stockholders of the Common Stock as of the Record Date and to stockholders of
Common Stock issued thereafter. The Series One Preferred Stock is a series of
the Company's authorized preferred stock (the "Series One Preferred Stock," and
each share a "Preferred Share"), and is more fully described below.
The Rights will remain attached to and trade with the Common Stock
until the earlier to occur of (i) ten (10) days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire, beneficial ownership
of shares of the Company's capital stock representing fifteen percent (15%) or
more of the voting power of all outstanding shares of capital stock of the
Company (the date of such announcement being referred to as the "Stock
Acquisition Date") or such later date as specified by the majority of the
Disinterested Directors (as described below), or (ii) ten (10) business days
following the commencement of a tender offer or exchange offer that would
result in a person or group beneficially owning outstanding shares of the
Company's capital stock representing fifteen percent (15%) or more of the
voting power of all outstanding shares of capital stock of the Company, or such
later date as specified by the majority of the Disinterested Directors. The
earlier of (i) and (ii) is referred to as the "Distribution Date." Following
the Distribution Date, the Rights will detach from the Common Stock and will be
tradeable separately from the Common Stock and Rights holders will be entitled
to purchase one-hundredth of a share of the Series One Preferred Stock at
$10 per share.
The term "Disinterested Directors" means any member of the Board of
Directors of the Company who was a member of the Board prior to the time that
the Acquiring Person became an Acquiring Person, any person who is subsequently
elected to the Board to fill a vacancy created by an increase in the size of
the Board if such person is recommended or approved by a majority of the
Disinterested Directors, and any successor of a Disinterested Director if such
person is recommended or approved by a majority of the Disinterested Directors,
but shall not include an Acquiring Person, or an affiliate or associate of an
Acquiring Person, or any representative of the foregoing entities.
- 2 -
<PAGE> 3
In the event that after such acquisition the Company is thereafter
merged and does not survive the merger or the Company's Common Stock is changed
into or exchanged for the acquiror's stock or other securities of any other
person or cash or other property (each such event is a "Merger Trigger") or
fifty percent (50%) or more of the Company's assets or earnings power are sold
in a single or related series of transactions (the "Sale of Assets Trigger"),
the Rights which are outstanding (i.e., have not previously been exercised to
purchase one-hundredth of a share of Series One Preferred Stock) at the time of
the merger or the sale "flip over" and become rights to buy shares of the
acquiror's common stock at a fifty percent (50%) discount. In addition, in the
event the acquiring person or group acquires beneficial ownership of Company
voting stock representing fifteen ("15% voting power") or merges into the
Company without exchanging the Company's Common Stock for the acquiror's stock
(the "Reverse Merger Trigger"), the Rights which are outstanding at the time of
the acquisition of 15% voting power or the merger (other than the Rights held
by the acquiring person or group) "flip in" and become rights to buy shares of
the Company's Common Stock at a fifty percent (50%) discount.
Until the Distribution Date, the Rights will be evidenced, with
respect to any of the Common Stock certificates outstanding as of the Record
Date, by such Common Stock certificate with a copy of the summary of Rights
attached thereto. Until the Distribution Date (or earlier redemption or
expiration of the Rights) the Rights will be transferred with the Common Stock,
and transfer of those certificates will also constitute transfer of those
Rights.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on November 25, 2006 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are earlier redeemed
or exchanged by the Company, as described below.
The Purchase Price, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution, in the event of, among other
events:
(i) a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, or
(ii) the grant to holders of the Preferred Shares of
certain rights to subscribe for or purchase Preferred
Shares at a price, or securities convertible into
Preferred Shares with a conversion price, less than
the then-current market price of the Preferred Shares,
or
- 3 -
<PAGE> 4
(iii) the distribution to holders of the Preferred Shares of
evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred
Shares) or of subscription rights or warrants (other
than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
Except as required by law, the Series One Preferred Stock will have no
voting rights. At this time, the Company's Common Stock is the only class of
stock with voting power. Subject to the preferential rights of holders of
other series or classes of the Company's preferred stock that may be issued in
the future, upon issuance, each share of the Series One Preferred Stock will be
entitled to receive quarterly dividends per share at the greater of a fixed
amount to be determined or 100 times the dividend paid per share on the Common
Stock for the previous quarter. In the event of liquidation and subject to the
preferential rights of holders of the Company's prefered stock, if any, the
holders of the Series One Preferred Stock shall receive a liquidation payment
of $100 per share plus accrued and unpaid dividends ("Series One Participation
Preference") plus an amount, if any, which permits holders of Series One
Preferred Stock to share in any additional portion of the Company's liquidation
proceeds. The foregoing rights are protected against dilution in the event
additional shares of the Series One Preferred Stock are issued. The value of
the one one-hundredth interest in a Preferred Share purchasable upon exercise
of each Right should, because of the nature of the Preferred Shares' dividend
and liquidation rights, approximate the value of one share of Common Stock.
The Rights are redeemable at any time prior to ten (10) days after the
public announcement of an acquisition of beneficial ownership, by one party or
several parties acting as a group, of Company stock representing at least
fifteen percent (15%) voting power of the Company. In certain circumstances,
redemption will require the concurrence of a majority of the "Disinterested
Directors".
The terms of the Rights may be amended by the Board without the
consent of the holders of the Rights except that (1) amendments extending
the redemption period must be made while the Rights are still redeemable;
(2) certain basic terms (e.g., redemption price) may not be amended; and
(3) after the Distribution Date, suspension of the effectivenss of the
exclusion of an acquirer from the "flip-in" would require the concurrence
of the Disinterested Directors.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights would cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board, except pursuant to an offer
conditioned on a substantial number of Rights
- 4 -
<PAGE> 5
being acquired. The Rights should not interfere with any merger or other
business combination approved by the Board since the Rights may be redeemed by
the Company at the Redemption Price in accordance with the provisions of the
Rights Agreement.
The Rights Agreement between the Company and Rights Agent, and
effective as of November 26, 1996, specifying the terms of the Rights and
(i) including the form of the Certificate of Designation as adopted by the
Directors of the Company setting forth the terms of the Preferred Shares as
an exhibit thereto and (ii) the form of Stockholder Letter announcing the
declaration of the Rights are attached as exhibits to the Company's
registration statement on Form 8-A filed simultaneously herewith.
- 5 -
<PAGE> 6
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereto duly authorized.
DOMINION BRIDGE CORPORATION
By: /s/ OLIVIER DESPRES
--------------------------------------
Name: Olivier Despres
Title: Vice President and General Counsel
December 11, 1996
- 6 -
