<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
DOMINION BRIDGE CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
DOMINION BRIDGE CORPORATION
January 30, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Dominion Bridge Corporation (the "Company"), which will be held at 10.00 a.m. on
Friday, February 28, 1997 at the Harvard Club, 27 West 44th Street, New York,
NY. Your Board of Directors and management look forward to greeting personally
those stockholders able to attend.
At the meeting, stockholders will be asked to elect two directors, to
ratify the appointment of Deloitte & Touche as the Company's auditors and to
consider such other matters as may properly come before the meeting. These
matters are discussed in greater detail in the accompanying Proxy Statement.
Your Board of Directors recommends a vote FOR the election of directors and
FOR the ratification of Deloitte & Touche as the Company's independent auditors.
Regardless of the number of shares you own or whether you plan to attend,
it is important that your shares be represented and voted at the meeting. You
are requested to sign, date and mail the enclosed proxy promptly.
We wish to thank our stockholders for their participation and continued
support.
Sincerely,
/s/ MICHEL L. MARENGERE
MICHEL L. MARENGERE
Chairman of the Board
and Chief Executive Officer
<PAGE> 3
DOMINION BRIDGE CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 28, 1997
January 30, 1997
To the Stockholders of DOMINION BRIDGE CORPORATION:
The Annual Meeting of Stockholders (the "Meeting") of Dominion Bridge
Corporation (the "Company") will be held at the Harvard Club, 27 West 44th
Street, New York, NY, on Friday February 28, 1997, at 10:00 a.m. for the
following purposes:
(1) to elect two directors in accordance with the By-Laws;
(2) to ratify the appointment of Deloitte & Touche, independent auditors,
as auditors for the Company; and
(3) to transact such other business as may properly come before the Meeting
and at any postponement(s) or adjournment(s) thereof.
A copy of the Annual Report for the fiscal year ended September 30, 1996 is
enclosed for your information.
Only stockholders of record as of the close of business on January 29, 1997
will be entitled to vote at the Meeting. Stockholders are entitled to vote at
the Meeting either in person or by proxy. THOSE WHO ARE UNABLE TO ATTEND THE
MEETING ARE REQUESTED TO READ, COMPLETE, SIGN AND MAIL THE ENCLOSED FORM OF
PROXY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors,
/s/ OLIVIER DESPRES
OLIVIER DESPRES
Secretary
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO SIGN, DATE AND PROMPTLY
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE
<PAGE> 4
PROXY STATEMENT
SOLICITATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Dominion Bridge Corporation (the "Company")
to be voted at the Annual Meeting of Stockholders of the Company on February 28,
1997 and at any postponement(s) or adjournment(s) of the meeting (the
"Meeting"), for the purposes described in the foregoing notice of Meeting.
Proxies which are validly executed by stockholders and which are received by the
Company at or prior to the Meeting will be voted in accordance with the
instructions contained thereon. If no instructions are given, a proxy will be
voted FOR the election of the two nominees proposed for election as directors,
FOR the ratification of Deloitte & Touche as auditors for the Company and in the
discretion of the persons named in the proxy, if granted, on all other matters
presented to the Meeting.
The securities entitled to vote at the Meeting consist of shares of Common
Stock of the Company. The number of outstanding shares of Common Stock at the
close of business on January 29, 1997 was 29,003,648. Each share of Common Stock
is entitled to one vote, and nominees receiving a plurality of the votes cast
will be elected as directors. Only holders of record at the close of business on
January 29, 1997 will be entitled to vote at the Meeting. The holders of a
majority of the outstanding shares of Common Stock must be present in person or
represented by proxy at the Meeting in order to constitute a quorum for the
transaction of business. Abstentions and broker non-votes will be counted for
the purpose of determining a quorum but neither will be counted in the election
of directors or in the voting on the ratification of Deloitte & Touche as
auditors of the Company.
A copy of the Company's Annual Report for the fiscal year ended September
30, 1996 accompanies this Proxy Statement. No material contained in the Annual
Report is to be considered a part of the proxy solicitation material.
The mailing address of the Company's executive office is 500 Notre Dame
Street, Third Floor, Lachine, Quebec, Canada H8S 2B2. The date on which this
Proxy Statement and the form of proxy was first mailed or given to stockholders
was on or about January 30, 1997.
APPOINTMENT AND REVOCATION OF PROXIES
The persons named in the form of proxy accompanying this Proxy Statement
are officers of the Company. A stockholder of the Company has the right to
appoint a person other than the persons specified in such form of proxy, who
need not be a stockholder of the Company, to attend and act for him and on his
behalf at the Meeting. Such right may be exercised by striking out the names of
the persons specified in the form of proxy, inserting the name of the person to
be appointed in the blank space so provided, signing the form of proxy and
returning it in the reply envelope or otherwise to the Company at 500 Notre Dame
Street, Third Floor, Lachine, Quebec, Canada, H8S 2B2.
Any stockholder who executes and returns a form of proxy may revoke it:
(a) by depositing an instrument in writing executed by him or by his
attorney authorized in writing at the principal office of the Company, 500
Notre Dame Street, Third Floor, Lachine, Quebec, Canada H8S 2B2, at any
time up to and including the last business day preceding the Meeting or any
adjournment(s) or postponement(s) thereof;
(b) by depositing such instrument in writing with the Chairman of the
Meeting on the day of the Meeting; or
(c) by any other manner permitted by law.
2
<PAGE> 5
PROPOSAL 1
ELECTION OF DIRECTORS
The two persons listed below have been nominated by the Board of Directors
to serve as directors until the 2000 Annual Meeting of Stockholders. It is the
intention of the persons named in the accompanying form of proxy to vote such
proxy for the election as directors of the following nominees. In the event that
any nominee is unable to serve or will not serve as a director, it is intended
that the proxies solicited hereby will be voted for such other person or persons
as may be nominated by management. It is not expected that any nominee will be
unable or will decline to serve as a director. Vacancies in the Board of
Directors may be filled by the Board of Directors, and any director chosen to
fill a vacancy would hold office until the next election of the class for which
such director had been chosen.
<TABLE>
<CAPTION>
YEAR IN WHICH
DIRECTORS WHOSE TERMS EXPIRE SERVICE AS A
AT THE 2000 ANNUAL MEETING PRINCIPAL OCCUPATION DIRECTOR BEGAN
- ------------------------------------- ---------------------------------- ---------------------
<S> <C> <C>
Michel L. Marengere, 49.............. Chairman and Chief Executive 1993
Officer of the Company
Louis Berlinguet, 70................. Consultant 1995
</TABLE>
Michel L. Marengere was elected Chairman of the Board of Directors and
Chief Executive Officer of the Company effective as of October 1993. During the
prior five years, Mr. Marengere was President and Chief Executive Officer of
Edinov Corporation, a former subsidiary of the Company.
Louis Berlinguet was elected a Director of the Company in August 1995. He
obtained a B.Sc. (Honours) from the University of Montreal in 1947 and a Ph.D.
in Chemistry from Laval University in 1950. Dr. Berlinguet is a scientific
consultant, president of the Order of Quebec, (1994-) and president of the
Quebec Advisory Committee on the Information Highway (1995-). From 1990 to
January 1997, Dr. Berlinguet was President of the "Conseil de la science et de
la technologie du Quebec."
<TABLE>
<CAPTION>
YEAR IN WHICH
DIRECTOR WHOSE TERM EXPIRES SERVICE AS A
AT THE 1998 ANNUAL MEETING PRINCIPAL OCCUPATION DIRECTOR BEGAN
- ------------------------------------ ------------------------------------ ---------------
<S> <C> <C>
Peter P. Gil, 74.................... Business Consultant 1996
</TABLE>
Peter P. Gil was elected a Director of the Company in November 1996. He
obtained his A.B. and MBA from Harvard and his Ph.D. from the Universite de
Geneve, Switzerland. Dr. Gil is a business consultant and director of the Arthur
D. Little Management Institute. From 1962 to 1994, Dr. Gil was a Senior Lecturer
and later an Associate Dean of the MIT Sloan School of Management. Dr. Gil is a
director of the Cowen Funds, New York, Trustee of Plimouth Plantation, Plymouth,
Massachusetts, and former member of its executive committee.
<TABLE>
<CAPTION>
YEAR IN WHICH
DIRECTORS WHOSE TERMS EXPIRE SERVICE AS A
AT THE 1999 ANNUAL MEETING PRINCIPAL OCCUPATION DIRECTOR BEGAN
- ------------------------------------ ------------------------------------ ---------------
<S> <C> <C>
Reynald Lemieux, 69................. President, Placement R.N.S. Inc. 1995
Rene Amyot, 70...................... Attorney (self-employed) 1993
</TABLE>
Reynald Lemieux was elected a Director of the Company in February 1995. He
graduated in commerce from Laval University and has been involved in real estate
as an owner and developer for the past forty years. He is the President and
majority shareholder of Placement R.N.S. Inc., a private company specializing in
real estate and other investments.
Rene Amyot, Q. C. was elected a Director of the Company in January 1994. Me
Amyot graduated in law from Laval University in Quebec City and received an MBA
from Harvard University. Me Amyot is a Queen's Counsel and retired in February
1996 as counsel to the Quebec City law firm of Jolin, Fournier, Morisset. Me
Amyot is a director of Rothman's Inc., a tobacco company.
3
<PAGE> 6
BOARD MEETINGS AND COMMITTEES
There are currently five members of the Board of Directors. The Board of
Directors maintains five committees consisting of the Audit, Compensation,
Search, Technology and Litigation committees. A brief description of the
functions of each committee is set forth below.
The Audit Committee has primary responsibility to review accounting
procedures and methods employed in connection with audit programs and related
management policies. Its duties include (1) selecting the independent auditors
for the Company; (2) reviewing the scope of the audit to be conducted by them;
(3) meeting with the independent auditors concerning the results of their audit;
and (4) overseeing the scope and accuracy of the Company's system of internal
accounting controls. The Audit Committee is the principal liaison between the
Board of Directors and the independent auditors of the Company. The current
members of the Audit Committee are Messrs. Amyot (Chairman), Berlinguet and
Lemieux. During the fiscal year ended September 30, 1996, the members of the
Audit Committee were Messrs. Amyot (Chairman), Marengere and Lemieux. The Audit
Committee conducted five meetings during the fiscal year ended September 30,
1996.
The purpose of the Search Committee is to recruit and nominate executive
officers for the Company. The members of the Search Committee are Messrs.
Lemieux (Chairman), Amyot and Berlinguet. During the fiscal year ended September
30, 1996, the Search Committee conducted four meetings.
The Compensation Committee is responsible for continually reviewing and
assessing the Company's compensation and benefit programs, reviewing and making
grants under the Company's 1995 Stock Option Plan and assessing the compensation
payable to executive officers joining the Company. The members of the committee
are Messrs. Berlinguet (Chairman), Amyot and Lemieux. During the fiscal year
ended September 30, 1996, the Compensation Committee conducted two meetings.
The Technology Committee was formed in November 1996 and consists of Drs.
Berlinguet and Gil. The purpose of the Technology Committee is to review the
Company's programs regarding the application of advanced material and procedures
in the Company's businesses.
The Litigation Committee was formed in December 1996 to review and advise
the Company and its counsel in connection with any litigation against the
Company outside the ordinary course. The Litigation Committee consists of
Messrs. Amyot and Gil. As of the date of this Proxy Statement, the Litigation
Committee has conducted one meeting.
During the fiscal year ended September 30, 1996, there were thirteen
meetings of the Board and each director attended at least 75% of these meetings
and the meetings of committees of which he is a member.
MANAGEMENT OF THE COMPANY
The following is a brief description of the business experience of each of
the executive officers of the Company who does not serve as a director of the
Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------------- --- -----------------------------------------
<S> <C> <C>
Nicolas Matossian........................ 56 President and Chief Operating Officer of
the Company
Olivier Despres.......................... 41 Vice President, General Counsel and
Corporate Secretary of the Company
Robert Chartier.......................... 52 Vice President, Corporate Controller and
Interim Chief Financial Officer of the
Company
J. Arthur Gelinas........................ 56 Vice President of the Company and
President of Davie Industries Inc.
Vitold Jordan............................ 42 Vice President of the Company and
President of DB Technology Inc.
Steinar Knai............................. 53 Vice President of the Company, President
of Dominion Bridge Inc. and President of
Steen Contractors Limited
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------------- --- -----------------------------------------
<S> <C> <C>
John D. Kuhns............................ 46 Vice President of the Company and
President of Dominion Kuhns Brothers &
Company, Inc.
Ted J. Shtym............................. 55 Vice President-Marketing of the Company
</TABLE>
Nicolas Matossian was appointed President and Chief Operating Officer of
the Company in April 1994. Dr. Matossian graduated from Harvard University with
an MBA and acquired his Ph.D. in economics from McGill University. Prior to
joining the Company, Dr. Matossian was the founding partner of ERA, an economic
and management consulting firm involved in major projects for the public and
private sectors and was the managing director of the Manitoba Development
Corporation.
Olivier Despres was appointed Vice President, General Counsel and Corporate
Secretary of the Company in September 1996. During the five years prior to such
time, Me Despres practiced in the areas of commercial and corporate law,
computer and high technology law, civil law, and related litigation in his own
firm. A member of the Canadian Bar Association and of the Quebec Bar, Me Despres
graduated in political science (1976) and in law (1979) from Ottawa University,
and obtained an M. Sc. in political science (1983) from the University of
Montreal.
Robert Chartier was appointed Vice President and Corporate Controller of
the Company in October 1994, and Interim Chief Financial Officer in September
1996. Mr. Chartier graduated in accounting from Ecole des Hautes Etudes
Commerciales de Montreal. He holds a C.A. and prior to joining the Company,
practiced as a Chartered Accountant in his own firm since 1971.
J. Arthur Gelinas was appointed Vice President of the Company effective
October 1993 and President of Davie Industries Inc. effective upon its
acquisition by the Company in March 1996. Prior to his appointment, Mr. Gelinas
was the founding President of Administratique Inc., a management consulting
company involved in providing financial and administrative services. Mr. Gelinas
graduated from Laval University with a Masters in Commercial Sciences and is a
Chartered Administrator.
Vitold Jordan was appointed Vice President of the Company in January 1995
and President of DB Technology Inc. in September 1995. He graduated from Laval
University with a B.Sc. in business administration and is a Chartered
Accountant. Mr. Jordan is also the Interim Chief Executive Officer of The New
World Power Corporation, a public company engaged in the development of
alternative energy projects, with which the Company has a joint venture. Prior
to joining the Company, Mr. Jordan was managing partner of AT&T/Group
Information Services for 1994-1995, and prior to that was a director at the
Montreal office of Price Waterhouse.
Steinar Knai was appointed Vice President of the Company in August 1995,
President of Dominion Bridge Inc. in November 1996 and President of Steen
Contractors Limited in January 1996. During the prior five years, he was,
through his company, Odinvest Inc., involved in a consulting capacity to
industrial companies advising on mergers and acquisitions and assisting
companies in turn-around situations. Mr. Knai obtained a license in law,
economics and business administration (1967) from St. Gall in Switzerland and an
MBA (1968) from INSEAD in Fontainebleau, France.
John D. Kuhns was appointed Vice President of the Company and President of
Dominion Kuhns Brothers & Company, Inc. in November 1996. Mr. Kuhns was Chairman
of The New World Power Corporation from June 1989 to October 1996 and served as
its Chief Executive Officer from June 1989 to February 1996. Mr. Kuhns is also
Co-Chairman of East Rock Partners, Inc. ("East Rock"), an investment and
management company, and in connection therewith has been a director or officer
of several privately-held companies. Mr. Kuhns received a bachelor's degree from
Georgetown University, a Master of Fine Arts from the University of Chicago and
an MBA from Harvard University.
Ted J. Shtym was appointed Vice President-Marketing of the Company in
December 1996. From July 1995 until December 1996, Mr. Shtym served as Executive
Vice President of Dominion Bridge Inc. Mr. Shtym was the President and Chief
Operating Officer of Anacomp Canada Inc., a manufacturer and distributer of
computer hardware, from 1987 until July 1995.
5
<PAGE> 8
EXECUTIVE COMPENSATION
The following table discloses, for the fiscal years ended September 30,
1996 ("Fiscal 1996"), September 30, 1995 ("Fiscal 1995") and September 30, 1994
("Fiscal 1994"), individual compensation information relating to the Chief
Executive Officer and the four highest compensated executive officers of the
Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION AWARDS
---------------------------------
AWARDS
-------- PAYOUTS
ANNUAL COMPENSATION RESTRICTED SECURITIES -------
------------------------------ STOCK UNDERLYING LTIP/ ALL OTHER
SALARY BONUS OTHER ANNUAL AWARD(S) OPTIONS/ PAYOUTS COMPENSATION
NAME AND POSITION YEAR ($) ($) COMPENSATION ($) SARS (#) ($) ($)
- ------------------------------- ---- -------- ----- ------------ -------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michel L. Marengere............ 1996 360,000 0(1) 0 0 825,000(2) 0 0
Chairman of the Board of 1995 360,000 0(1) 0 0 0(2) 0 0
Directors, Chief Executive 1994 0 0 0 0 0(2) 0 228,883
Officer and Director
Nicolas Matossian.............. 1996 240,000 0(1) 0 0 400,000(3) 0 0
President and Chief 1995 240,000 0(1) 0 0 0(3) 0 0
Operating Officer 1994 0 0 0 0 0(3) 0 0
Steinar Knai................... 1996 150,000 0 0 0 200,000(4) 0 0
Vice President of the 1995 25,000 0 0 0 0(4) 0 0
Company, 1994(5) -- -- -- -- -- -- --
President of Dominion Bridge
Inc. and President of Steen
Contractors Limited
Robert Chartier................ 1996 125,000 0 0 0 110,000(4) 0 0
Vice President, Corporate 1995 117,000 0 0 0 0(4) 0 0
Controller and Interim Chief 1994(5) -- -- -- -- -- -- --
Financial Officer
J. Arthur Gelinas.............. 1996 113,000 0 0 0 200,000 0 0
Vice President of the Company 1995 90,000 0 0 0 0 0 0
and President of Davie 1994 45,000 0 0 0 0 0 0
Industries Inc.
</TABLE>
- ---------------
(1) Pursuant to their service agreements, Messrs. Marengere and Matossian are
entitled to a minimum bonus equal to, with respect to Mr. Marengere,
one-half of his base compensation and, with respect to Mr. Matossian, 40% of
his base compensation. The minimum bonuses for these years were authorized
in January 1997.
(2) Consists of 175,000 options granted during Fiscal 1994, 500,000 options
granted during Fiscal 1995 and 150,000 shares of Common Stock which may be
received upon the exercise of 75,000 unit options (exercisable for one share
of Common Stock and one Common Stock purchase warrant) granted during Fiscal
1995 under Mr. Marengere's service agreement, all of which were repriced on
September 12, 1996. See "TEN YEAR OPTION/SAR REPRICINGS TABLE" and
"COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION."
(3) Consists of 300,000 options granted during Fiscal 1995 and 100,000 shares of
Common Stock which may be received upon the exercise of 50,000 unit options
(exercisable for one share of Common Stock and one Common Stock purchase
warrant) granted during Fiscal 1995 under Mr. Matossian's service agreement,
all of which were repriced on September 12, 1996. See "TEN YEAR OPTION/SAR
REPRICINGS TABLE" and "COMPENSATION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION."
(4) Consists of options granted during Fiscal 1995 which were repriced on
September 12, 1996. See "TEN YEAR OPTION/SAR REPRICINGS TABLE" and
"COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION."
(5) Messrs. Knai and Chartier joined the Company in Fiscal 1995.
6
<PAGE> 9
The following table shows information regarding the exercise of stock
options during Fiscal 1996 by the named executive officers and the number and
value of any unexercised stock options held by them as of September 30, 1996:
OPTION/SAR GRANTS IN LAST FISCAL YEAR TABLE
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL
------------------------------------------------------------ REALIZABLE VALUE
PERCENT OF AT ASSUMED
TOTAL ANNUAL RATES OF
OPTIONS/SARS STOCK PRICE
GRANTED TO APPRECIATION FOR
EMPLOYEES IN EXERCISE OR OPTION TERM(2)
OPTIONS/SARS FISCAL BASE PRICE EXPIRATION -------------------
NAME GRANTED(#)(1) YEAR(1) ($/SH) DATE 5%($) 10%($)
- ------------------------- ------------- ------------ ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Michel L. Marengere...... 825,000(3) 35% 2.00 9/30/98 174,372 358,017
Nicolas Matossian........ 400,000(4) 17% 2.00 9/30/98 84,544 173,584
Steinar Knai............. 200,000(5) 8% 2.00 9/30/98 42,272 86,792
Robert Chartier.......... 110,000(5) 5% 2.00 9/30/98 23,250 47,735
J. Arthur Gelinas........ 200,000 8% 2.00 9/30/98 42,272 86,792
</TABLE>
- ---------------
(1) Includes options granted during Fiscal 1996. Also includes options and unit
options granted during Fiscal 1994, 1995 and 1996 which were repriced on
September 12, 1996. See "TEN YEAR OPTION/SAR REPRICINGS TABLE" and
"COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION."
(2) The 5% and 10% assumed rates of appreciation are mandated by the rules of
the Securities and Exchange Commission and are not an estimate or projection
of future prices of the Company's Common Stock.
(3) Consists of 175,000 options granted during Fiscal 1994, 500,000 options
granted during Fiscal 1995 and 150,000 shares of Common Stock which may be
received upon the exercise of 75,000 unit options (exercisable for one share
of Common Stock and one Common Stock purchase warrant) granted during Fiscal
1995 under Mr. Marengere's service agreement, all of which were repriced on
September 12, 1996. See "TEN YEAR OPTION/SAR REPRICINGS TABLE" and
"COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION."
(4) Consists of 300,000 options granted during Fiscal 1995 and 100,000 shares of
Common Stock which may be received upon the exercise of 50,000 unit options
(exercisable for one share of Common Stock and one Common Stock purchase
warrant) granted during Fiscal 1995 under Mr. Matossian's service agreement,
all of which were repriced on September 12, 1996. See "TEN YEAR OPTION/SAR
REPRICINGS TABLE" and "COMPENSATION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION."
(5) Consists of options granted during Fiscal 1995 which were repriced on
September 12, 1996. See "TEN YEAR OPTION/SAR REPRICINGS TABLE" and
"COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION."
7
<PAGE> 10
AGGREGATED OPTION EXERCISES IN 1996 FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES TABLE
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS OPTIONS/SARS
ACQUIRED VALUE AT FY-END(#) AT FY-END($)
ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE(1)
- --------------------------------------------- ----------- -------- ------------ ----------------
<S> <C> <C> <C> <C>
Michel L. Marengere.......................... 0 0 825,000/0 0/0
Nicolas Matossian............................ 0 0 400,000/0 0/0
Steinar Knai................................. 0 0 200,000/0 0/0
Robert Chartier.............................. 0 0 110,000/0 0/0
J. Arthur Gelinas............................ 0 0 200,000/0 0/0
</TABLE>
- ---------------
(1) The value of the options is calculated based upon the market price of the
Company's Common Stock, as of September 30, 1996, of $2.00 per share, as
reported on NASDAQ.
The Company has no retirement, pension or profit-sharing plans covering its
officers and directors and does not contemplate implementing any such plans at
this time. Although the Company has no formal bonus arrangements, other than as
provided in the service agreements for Messrs. Marengere and Matossian, bonuses
will be granted at the discretion of the Board of Directors or by the
Compensation Committee. See "COMPENSATION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION."
On September 12, 1996, upon the recommendation of the Compensation
Committee, the Company repriced all stock options and option units granted to
employees of the Company, including named executive officers Michel L.
Marengere, Nicolas Matossian, Steinar Knai and Robert Chartier, during fiscal
years ended September 30, 1994, 1995 and 1996. The expiration dates for these
options and unit options were also amended to provide that all options and
option units expire on September 30, 1998. The following table sets forth, for
each of the named executive officers, a summary of the repricing of the options
and option units previously granted to the named executive officer. See
"COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION -- Repricing of Certain
Stock Options."
TEN-YEAR OPTION/SAR REPRICINGS TABLE
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES MARKET LENGTH OF
UNDERLYING PRICE OF EXERCISE ORIGINAL
OPTIONS/ STOCK AT PRICE AT OPTION TERM
SARS TIME OF TIME OF REMAINING AT
REPRICED REPRICING OR REPRICING OR NEW DATE OF
OR AMENDMENT AMENDMENT EXERCISE REPRICING OR
NAME DATE AMENDED(#) ($) ($) PRICE($) AMENDMENT
- --------------------------------- ------- ---------- ------------ ------------ -------- --------------
<S> <C> <C> <C> <C> <C> <C>
Michel L. Marengere.............. 9/12/96 500,000 2.00 4.125 2.00 3 yrs. 4 mos.
9/12/96 75,000(1) 2.00 3.25 2.00 1 mo.
75,000(1) 2.00 4.00 2.50 1 mo.
9/12/96 175,000 2.00 3.35 2.00 2 mos.
Nicolas Matossian................ 9/12/96 300,000 2.00 4.125 2.00 3 yrs. 4 mos.
9/12/96 50,000(2) 2.00 3.25 2.00 1 mo.
50,000(2) 2.00 4.00 2.50 1 mo.
Steinar Knai..................... 9/12/96 200,000 2.00 2.50 2.00 3 yrs. 10 mos.
Robert Chartier.................. 9/12/96 110,000 2.00 4.125 2.00 3 yrs. 4 mos.
</TABLE>
8
<PAGE> 11
- ---------------
(1) Consists of 75,000 unit options granted during Fiscal 1995 under Mr.
Marengere's service agreement. Each unit option is exercisable for one share
of Common Stock and one Common Stock purchase warrant.
(2) Consists of 50,000 unit options granted during Fiscal 1995 under Mr.
Matossian's service agreement. Each unit option is exercisable for one share
of Common Stock and one Common Stock purchase warrant.
DIRECTORS' COMPENSATION
During Fiscal 1996, Directors of the Company who are not employees of the
Company ("outside directors") were paid an annual stipend of $10,000, plus a fee
of $1,000 for each Board meeting or $500 for each Committee meeting attended.
The aggregate amount of fees paid to all outside directors during Fiscal 1996
was $66,000. For Fiscal 1997, the annual stipend has been increased to $12,000
and the meeting fee for each meeting of the Board or the Audit Committee has
been increased to $1,000. Meeting fees for other Committee meetings remain at
$500. In addition, on November 25, 1996, each of the outside directors was
granted three-year options to purchase 25,000 shares of Common Stock at a price
of $2.00 per share.
CHANGE IN CONTROL ARRANGEMENTS
SERVICE AGREEMENTS
Effective February 1, 1995, the Company entered into three year service
agreements with Michel L. Marengere as Chairman and Chief Executive Officer,
Nicolas Matossian as President and Chief Operating Officer and Robert Chartier
as Vice President and Corporate Controller. Effective August 1, 1995 and April
1, 1996, the Company entered into three year service agreements with Messrs.
Knai and Gelinas, respectively.
The service agreements with Messrs. Marengere, Matossian, Knai, Chartier
and Gelinas (individually an "executive") contain "change in control" language
which provides the executive with certain benefits, including payment to the
executive in the amount of three times his base compensation, if the executive
is terminated for "good reason," as that term is defined in the service
agreements, following a change in control of the Company. The service agreements
provide that a "change in control" shall mean a change in control of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A, as in effect on the date thereof, promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided,
however, that, without limitation, such a change in control shall be deemed to
have occurred if (A) any "Person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act), except for Michel L. Marengere, or a company
controlled by him, is or becomes the beneficial owner, directly or indirectly,
of securities of the Company representing 10% or more of the combined voting
power of the Company's then outstanding securities; (B) there occurs a contested
proxy solicitation of the Company's stockholders that results in the contesting
party obtaining the ability to vote securities representing 20% or more of the
combined voting power of the Company's then outstanding securities; (C) there
occurs a sale, exchange, transfer or other disposition of substantially all of
the assets of the Company to another entity, except to an entity controlled
directly or indirectly by the Company, or a merger, consolidation or other
reorganization of the Company in which the Company is not the surviving entity,
or a plan of liquidation or dissolution of the Company other than pursuant to
bankruptcy or insolvency laws is adopted; or (D) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors cease for any reason to constitute at least a majority
thereof unless the election, or the nomination for election by the Company's
stockholders, of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of the
period. Notwithstanding the foregoing, a "change in control" shall not be deemed
to have occurred for purposes of the service agreements (i) in the event of a
sale, exchange, transfer or other disposition of substantially all of the assets
of the Company, or a merger, consolidation or other reorganization involving the
Company and the executive, alone or with other officers of the Company, or any
entity in which an executive (alone or with other officers) has, directly or
indirectly, at least a 25% equity or ownership interest or (ii) in a transaction
otherwise commonly referred to as a "management leveraged buy-out."
9
<PAGE> 12
If a "change in control" had occurred during fiscal 1996, Messrs.
Marengere, Matossian, Knai, Chartier and Gelinas would have been entitled to
receive $1,080,000, $720,000, $450,000, $375,000, and $360,000, respectively,
based on their base compensations pursuant to their respective service
agreements. In addition, since their service agreements are for three year terms
ending January 31, 1998, July 31, 1998 or March 31, 1999 they would also be
entitled to receive their base compensation during the terms of their respective
service agreements.
Pursuant to the Company's 1995 Stock Option Plan (the "1995 Plan"),
nonqualified and incentive stock options and limited stock appreciation rights
may be granted to each of the named executive officers. Under the 1995 Plan,
upon a "change in control" of the Company, as defined in the 1995 Plan (which is
defined in essentially the same manner as in the service agreements), optionees
are entitled, upon approval by the Compensation Committee, to receive, upon
surrender of the related stock option and exercise of any limited stock
appreciation right, cash in an amount equal to the difference between the
exercise price per share of Common Stock under the option and the fair market
value of a share of Common Stock.
If a change in control had occurred on September 30, 1996, based on a
market price of $2.00 per share on that date, no payment would have been
required to be made.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
responsible for developing and making recommendations to the Board with respect
to the Company's executive compensation policies. The Committee consists of
Messrs. Berlinguet (Chairman), Lemieux and Amyot, each of whom is a non-employee
director. No member of the Compensation Committee has a relationship that would
constitute an interlocking relationship with executive officers or directors of
another entity.
EXECUTIVE OFFICER COMPENSATION PROGRAM
The Company's executive compensation program is based on the following four
objectives: (i) to link the interests of management with those of stockholders
by encouraging stock ownership in the Company; (ii) to attract and retain
superior executives by providing them with the opportunity to earn total
compensation packages that are competitive with the industry; (iii) to reward
individual results by recognizing performance through cash compensation and
incentives as well as long-term stock based incentives; and (iv) to manage
compensation based on the level of skill, knowledge, effort and responsibility
needed to perform the job successfully.
The components of the Company's compensation program for its executive
officers include (i) cash compensation and bonuses provided pursuant to service
agreements or employment agreements; (ii) performance-based cash bonuses; and
(iii) incentive compensation in the form of stock options.
Cash Compensation. Cash compensation levels for the Company's executive
officers are determined, in part, through comparisons with companies in the
engineering and construction industry, other companies with which the Company
competes for personnel and general geographic market conditions. Additionally,
the Committee evaluates individual experience and performance and the overall
performance of the Company. The Committee reviews each executive's cash
compensation on an annual basis and may increase each executive's cash
compensation based on (i) the individual's increased contribution to the Company
over the preceding year; (ii) the individual's increased responsibilities over
the preceding year; or (iii) any increase in median competitive pay levels.
Annual Cash Bonuses. The Committee recommends the payment of bonuses from
time-to-time to the Company's employees and executive officers to provide these
persons with an incentive to be productive over the course of each fiscal year.
The service agreements for Messrs. Marengere and Matossian provide for minimum
cash bonuses equal to 50% and 40% of their respective base compensation, subject
to the Committee's recommendation. Other bonuses may be awarded only if the
Company achieves or exceeds certain corporate performance objectives relating to
net income, revenues and strategic acquisitions. Except as provided in the
service agreements, there is no mechanical formula or official policy regarding
the issuance of bonuses to the Company's employees and executive officers.
10
<PAGE> 13
Stock Option Plans. The Company believes that a key component to the
compensation of its executive officers should be through stock options. Stock
options utilized by the Company for this purpose have been designed to provide
an incentive to these officers and employees by allowing them to directly
participate in any increase in the long-term value of the Company. This
incentive is intended to reward, motivate and retain the services of executive
officers. The Company has historically rewarded its executive officers through
the grant of Incentive Stock Options and Non-Qualified Stock Options through its
1995 Stock Option Plan.
Stock Options are allocated to both executive and non-executive officers on
an annual basis by either the Committee or the Board of Directors. The Company's
1995 Stock Option Plan provides for the grant of 1,500,000 options, 1,400,000 of
which had been granted as of September 30, 1996. Incentive Stock Options are
granted with exercise prices equal to the prevailing market price of the
Company's Common Stock on the date of grant, have terms of ten (10) years, or
such shorter period as the Committee may determine, and are subject to a vesting
period of one year unless waived by the Committee based on special
circumstances. Holders of 10% or more of the Company's stock are not eligible to
receive Incentive Stock Options. Non-Qualified Stock Options are granted on
similar terms and conditions.
The Committee employs no particular set of mechanical criteria in awarding
stock options. Rather, it evaluates a series of factors including: (i) the
overall performance of the Company for the fiscal year in question; (ii) the
performance of the individual in question; (iii) the anticipated contribution by
the individual to the Company on an overall basis; (iv) the historical level of
compensation of the individual; (v) the level of compensation of similarly
situated executives in the Company's industry; and (vi) that level of
combination of cash compensation and stock options required from a competitive
point of view to retain the services of a valued executive officer.
Repricing of Certain Incentive Stock Options. On September 12, 1996, upon
recommendation of the Committee, the Company repriced all stock options and
option units (collectively the "Options") previously granted to employees of the
Company, including executive officers Michel L. Marengere, Nicolas Matossian,
Steinar Knai, and Robert Chartier, during fiscal years ended September 30, 1994,
1995 and 1996. These Options had exercise prices ranging from $2.50 to $4.125
per share and expiration dates between September 30, 1996 and July 31, 2000.
Subsequent to the grant of the Options, the price of the Company's Common Stock
remained lower than the exercise price. The Committee believes that the stock
price performance was affected by dilution incurred to complete an acquisition
whose importance has not been reflected in the stock price. As a result, the
Options were not serving their primary purpose of motivating and rewarding the
officers of the Company. Accordingly, on September 12, 1996, the Company reduced
the exercise price of these Options to $2.00 per share, the closing market price
of the Company's Common Stock as reported by NASDAQ as of that date, and amended
the expiration dates of the Options to September 30, 1998. The warrant component
of the option units had an exercise price of $4.00 per share and an expiration
date of September 30, 1996. These warrants were repriced to $2.50 per share with
an expiration date of September 30, 1998.
CEO COMPENSATION
Mr. Marengere's base compensation will be adjusted from time-to-time in
accordance with the criteria for the determination of executive officer
compensation as described above in the section captioned "Cash Compensation."
Mr. Marengere was principally responsible for the acquisitions which have
resulted in the Company's substantial growth over the time period since the
Company was reorganized in 1993. Furthermore, the Company's executive staff has
remained relatively small in spite of the Company's growth, resulting in
substantially increased responsibilities for Mr. Marengere. In setting the
compensation for Mr. Marengere for Fiscal 1997, the Committee will seek to
retain a key executive officer while continuing to tie a significant percentage
of his compensation to Company financial performance.
By the Compensation Committee
Louis Berlinguet
Reynald Lemieux
Rene Amyot
11
<PAGE> 14
PERFORMANCE GRAPH
The following line graph compares (i) the cumulative total return on the
Company's Common Stock with the cumulative total returns for (ii) the Dow Jones
Equity Market Index and (iii) the Heavy Construction Index for the period
commencing September 30, 1993 and ending September 30, 1996 as prepared by Dow
Jones & Co. During the fiscal year ended September 30, 1993, the Company's
Common Stock was not listed on NASDAQ, and accordingly, data for this period is
not available. The graph and table assume an initial investment of $100.00 on
September 30, 1993 and the reinvestment of all dividends; the Company has never
paid dividends on its Common Stock. Historical stock performance should not be
relied upon as indicative of future stock price performance.
<TABLE>
<CAPTION>
Measurement Period HEAVY CON- DOW JONES EQUITY
(Fiscal Year Covered) DOMINION BRIDGE STRUCTION MARKET
<S> <C> <C> <C>
1993 100.00 100.00 100.00
1994 300.00 109.54 102.91
1995 230.00 118.79 134.03
1996 82.40 127.41 162.38
</TABLE>
12
<PAGE> 15
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of January 29, 1997, certain information
concerning the stock ownership of all persons known by the Company to own
beneficially more than 5% of the Company's outstanding Common Stock, based upon
filings with the Securities and Exchange Commission, as well as the beneficial
ownership of such Common Stock, as of such date, of all named executive officers
and directors, individually and all executive officers and directors as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL SHARES OWNED BENEFICIALLY PERCENTAGE OF
OWNER AND OF RECORD OUTSTANDING SHARES(1)
- ---------------------------------- -------------------------------------- -----------------------------------
<S> <C> <C>
Michel L. Marengere............... 2,484,792(2) 8.5%
500 Rue Notre Dame
Lachine
Quebec, Canada H8S 2B2
Rene Amyot........................ 160,000(3) (4)
523 Cote Ste. Anne
Ste. Anne de Beaupre
Sante-Foy
Quebec, Canada G0A 3C0
Nicolas Matossian................. 565,000(5) 1.9%
500 Rue Notre Dame
Lachine
Quebec, Canada H8S 2B2
Reynald Lemieux................... 25,000(6) (4)
1340 Duquet
Sillery
Quebec, Canada G1S 1A9
Louis Berlinquet.................. 25,000(6) (4)
500 Rue Note Dame
Lachine
Quebec, Canada H8S 2B2
Peter P. Gil...................... 25,000(6) (4)
500 Rue Notre Dame
Lachine
Quebec, Canada H8S 2B2
Steinar Knai...................... 200,000(6) (4)
500 Rue Notre Dame
Lachine
Quebec, Canada H8S 2B2
Robert Chartier................... 125,000(7) (4)
500 Rue Notre Dame
Lachine
Quebec, Canada H8S 2B2
J. Arthur Gelinas................. 200,000(6) (4)
500 Rue Notre Dame
Lachine
Quebec, Canada H8S 2B2
All Directors and Officers
as a group (13 persons)......... 4,149,792 13.3%
</TABLE>
- ---------------
(1) Except as otherwise indicated, percentages are presented after rounding to
the nearest tenth and include the total number of shares outstanding and the
number of shares which each person has the right to acquire, within 60 days
through the exercise of options, pursuant to Item 403 of Regulation S-K and
Rule 13d-3(d)(1), promulgated under the Exchange Act. Percentages for the
total of all persons and the total of all officers and directors include all
outstanding shares and all shares which such persons have the right to
acquire within 60 days.
13
<PAGE> 16
(2) Includes 1,659,792 shares held of record by Fidutech Technologies, Inc. as
to which Mr. Marengere has shared voting and investment power. Mr. Marengere
is the sole stockholder of Gestion Edinov Inc. and Services M.L. Marengere,
Inc. which own, in the aggregate, 75% of Fidutech. Also includes 675,000
shares of Common Stock that may be issued pursuant to stock options
exercisable at $2.00 per share and 150,000 shares of Common Stock which may
be received upon the exercise of 75,000 unit options granted under Mr.
Marengere's service agreement.
(3) Includes 125,000 shares of Common Stock that may be issued pursuant to stock
options exercisable at $2.00 per share.
(4) Less than 1%.
(5) Includes 300,000 shares of Common Stock that may be issued pursuant to stock
options exercisable at $2.00 and 100,000 shares of Common Stock which may be
received upon the exercise of 50,000 unit options granted under Mr.
Matossian's service agreement.
(6) Consists of shares of Common Stock that may be issued pursuant to stock
options exercisable at $2.00.
(7) Includes 110,000 shares of Common Stock that may be issued pursuant to stock
options exercisable at $2.00.
LEGAL PROCEEDINGS
By complaint dated November 7, 1995, certain shareholders of the Company
(the "Plaintiffs") brought a shareholders derivative suit in the Chancery Court
of the State of Delaware against the Company and Michel L. Marengere, Rene Amyot
and Micheline Prud'homme, a former officer of the Company, individually. The
complaint alleges certain interested and self-dealing transactions by Mr.
Marengere. The parties have entered into a stipulation of settlement, subject to
court approval. The settlement contemplates (i) the repayment to the Company,
prior to December 31, 1996, of certain loans to affiliates of Mr. Marengere;
(ii) the guarantee by a company controlled by Mr. Marengere of certain payments
owed to the Company by the purchasers of Edinov, a former subsidiary of the
Company; (iii) an agreement that no further interest free loans may be made to
Mr. Marengere; (iv) an agreement that all future transactions not in the
ordinary course of business between the Company and Mr. Marengere be subject to
independent director approval; and (v) payment of the Plaintiffs' attorney's
fees in the amount of $140,000. All loans referred to above have been repaid as
of December 20, 1996. The settlement was approved by the Chancery Court on
January 24, 1997.
On or about November 18, 1996 (but not served on the Company until December
9, 1996), James B. Smith commenced a purported class action securities lawsuit
in the United States District Court for the Eastern District of Pennsylvania
against the Company and Messrs. Marengere and Matossian individually. The action
seeks damages for the persons who traded in the Company's Common Stock during
the period commencing on April 20, 1995 and ending on May 18, 1996. The action
alleges that during the class period the Company issued misleading press
releases and reports to the Securities and Exchange Commission in that the
Company failed to disclose allegations made by a former disgruntled employee
regarding accounting practices, bonding capability and contracts which were
described in his action against the Company for constructive dismissal. On
December 12, 1996, the Company filed an answer denying the allegations, and
strongly affirms that the allegations, both by Smith and the former employee,
are entirely without merit.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of September 30, 1996, a subscription receivable in the aggregate amount
of $1,824,000 was owed to the Company by Mr. Marengere or his affiliates. During
Fiscal 1996, Mr. Marengere was indebted to the Company in maximum amount of
$781,000. This outstanding debt has been satisfied in full. During Fiscal 1994,
the Company advanced $1,734,000 to a stockholder, Fidutech Technologies, Inc.
and its affiliates ("Fidutech"), which are controlled by Messrs. Marengere and
Amyot. As of July 1, 1994, $1,155,000 of this amount was assumed by the acquirer
of Edinov. The balance of $579,000 was non-interest bearing and has
14
<PAGE> 17
been paid in full. In connection with the settlement of the above mentioned
derivative action, Messrs. Marengere and Amyot have agreed to cause Fidutech to
guarantee the payment of the assumed debt.
During Fiscal 1996, the Company paid $80,418 in fees to Rene Amyot, a
director, for consulting and legal services provided to the Company.
PROPOSAL 2
RATIFICATION OF DELOITTE & TOUCHE, INDEPENDENT AUDITORS, AS AUDITORS FOR THE
COMPANY
Deloitte & Touche has been selected by the Board of Directors as
independent auditors for the Company for the fiscal year ending September 30,
1997. This election is being presented to the stockholders for ratification. The
Board of Directors recommends ratification of the election of Deloitte & Touche
as the Company's auditors. If the stockholders do not ratify this election, the
appointment of other auditors will be considered by the Board of Directors. A
representative of Deloitte & Touche is expected to be present at the Meeting to
make a statement if desired and to be available to respond to appropriate
questions.
On April 3, 1996, the Company engaged Deloitte & Touche as the Company's
principal independent accountant. Prior to Deloitte & Touche's engagement, Ernst
& Young, independent certified public accountants, had served as the principal
accountant for the Company. The recommendation to change accountants was made by
management of the Company and was approved by the Audit Committee and the Board
of Directors.
In the two most recent fiscal years and the interim period preceding the
Board's actions, there were no disagreements with Ernst & Young on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to Ernst & Young's
satisfaction would have caused them to make reference in connection with their
opinion on the subject matter of disagreement. Ernst & Young's reports on the
Company's financial statements for such fiscal years did not contain any adverse
opinion or disclaimer of opinion, nor were such reports qualified in any
respect.
VOTE REQUIRED
The affirmative vote of a majority of the shares present in person or by
proxy is required for approval of the election of Deloitte & Touche as
independent auditors for the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF DELOITTE &
TOUCHE AS INDEPENDENT AUDITORS FOR THE COMPANY.
OTHER MATTERS
The Board of Directors does not know of any other matter which is intended
to be brought before the Meeting, but if such matter is presented, the persons
named in the enclosed proxy intend to vote the same according to their best
judgment.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
To the knowledge of the Company, based solely on a review of Forms 3, 4 and
5, and any amendments thereto, furnished to the Company, each of the Company's
directors, executive officers and 10% beneficial owners has complied with the
requirements of Section 16(a) of the Exchange Act, except that each of the
executive officers failed to timely file a Form 4 with respect to the repricing
of certain stock options.
EXPENSES OF SOLICITATION
The cost of this proxy solicitation will be borne by the Company. In
addition to the use of mail, proxies may be solicited in person or by telephone
by employees of the Company without additional compensation.
15
<PAGE> 18
The Company has also retained the firm of Morrow & Co., Inc. to solicit proxies
on behalf of the Company. In consideration for such services, the Company has
agreed to pay Morrow & Co., Inc. a fee of $5,000 plus expenses incurred. The
Company will reimburse brokers and other persons holding stock in their names or
in the names of nominees for their expenses incurred in sending proxy material
to principals and obtaining their proxies.
1998 STOCKHOLDER PROPOSALS AND
CERTAIN PROVISIONS OF THE BY-LAWS
In order for stockholder proposals for the 1998 Annual Meeting of
Stockholders to be eligible for inclusion in the Company's proxy statement, they
must be received by the Company at its principal office in Lachine, Quebec, on
or before October 2, 1997. The Company's By-Laws provide that a stockholder may
nominate a person for election as a director if written notice of the
stockholder's intent to nominate a person for election as a director at a
meeting is received by the Secretary of the Company not less than 50 nor more
than 75 days prior to the date of the meeting; provided, however, that if less
than 60 days notice or public disclosure of the meeting is given to
stockholders, such written notice must be received not later than ten days
following the day on which notice of the meeting was first mailed or disclosed
to stockholders. The written notice must contain specified information about the
stockholder and the nominee, including such information as would be required to
be included in a proxy statement pursuant to the rules and regulations
established by the Securities and Exchange Commission under the Securities
Exchange Act of 1934.
By Order of the Board of Directors
/s/ OLIVIER DESPRES
OLIVIER DESPRES
Secretary
Dated: January 30, 1997
16
<PAGE> 19
PROXY
DOMINION BRIDGE CORPORATION
This Proxy is Solicited on Behalf of the Board of Directors
- --------------------------------------------------------------------------------
The undersigned hereby appoints Michel L. Marengere and Olivier Despres and
each of them, or , Proxies with power to appoint a
substitute and hereby authorizes them to represent and to vote all shares of
Common Stock of Dominion Bridge Corporation held of record by the undersigned
on January 29, 1997 at the Annual Meeting of Stockholders of Dominion Bridge
Corporation to be held on February 28, 1997 and at any postponement(s) or
adjournment(s) thereof, and to vote as directed on the reverse side of this
form and, in their discretion, upon such other matters not specified as may
come before said meeting.
(Change of Address/Comments)
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
You are encouraged to specify your choice by marking the appropriate box (SEE
REVERSE SIDE), but you need not mark any box if you wish to vote in accordance
with the Board of Directors' recommendations.
THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS
AND FOR APPROVAL OF THE RATIFICATION OF DELOITTE & TOUCHE AS INDEPENDENT
AUDITORS FOR DOMINION BRIDGE CORPORATION.
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
<PAGE> 20
[X] Please mark
your vote with
an X.
- --------------------------------------- ---------------------------------------
The Board of Directors The Board of Directors
recommends a vote FOR Proposal 1 recommends a vote FOR Proposal 2
- --------------------------------------- --------------------------------------
1. Proposal 1- FOR WITHHELD 2. Proposal 2- FOR AGAINST ABSTAIN
Election of Ratification
Directors [ ] [ ] of Deloitte & [ ] [ ] [ ]
Touche as
Nominees: Michel L. Marengere and independent auditors for
Louis Berlinguet Dominion Bridge Corporation
for fiscal year ending
For, except vote withheld from the September 30, 1997.
following nominee(s): -------------------------------------
_____________________________
- ---------------------------------------
The undersigned hereby acknowledges
receipt of the notice of Annual
Meeting and Proxy Statement.
PLEASE SIGN, DATE AND RETURN YOUR
PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE REQUIRED IF
MAILED IN THE UNITED STATES.
SIGNATURE(S)______________________
SIGNATURE(S)______________________
DATE________________________, 1997
NOTE: Please sign name(s) exactly
as printed hereon. Joint owners
should each sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give
full title as such.
