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. 1)
Filed by the registrant / /
Filed by a party other than the registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14(a)-12
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(Name of Registrant as Specified in Charter)
THE COMMITTEE TO REVITALIZE DOMINION BRIDGE CORPORATION
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(Name of Person(s) filing Proxy Statement, if other than 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)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(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
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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:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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Attached is a press release issued today by the Committee. Although the
Committee has today asked the Securities and Exchange Commission ("SEC") to
investigate the matters referred to in the press release, no inference should be
drawn that the SEC will, in fact, undertake any such investigation, or that the
SEC has any viewpoint with respect to the allegations made by the Committee.
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From: The Committee to Revitalize For Release: IMMEDIATELY
Dominion Bridge Corporation
Contact: John D. Kuhns
(212) 953-1010 or
(860) 435-7000
John M. Dutton
(213) 630-4401
Henry Hermann
Kuhns Brothers & Co.
(214) 871-0404
COMMITTEE TO REVITALIZE DOMINION BRIDGE
UNCOVERS SECRET VOTE-BUYING SCHEME AND
SLUSH FUND ENGINEERED BY MICHEL MARENGERE
New York -- August 8, 1997 -- The Committee to Revitalize
Dominion Bridge Corporation announced today that it has uncovered a secret
vote-buying scheme currently being engineered by Michel Marengere, the Chairman
and CEO of Dominion Bridge.
Earlier this week, Mr. Marengere approached certain European
stockholders, who had acquired an aggregate of approximately 10% of the common
stock in 1996 as purchasers of the highly dilutive convertible preferred stock
deal. Mr. Marengere is now offering to buy their stock for $2.00 per share, in
cash, in return for their promise to abstain from voting in support of the
Committee's consent solicitation.
At least part of the financing for this illegal tender offer
is apparently coming from a Swiss company controlled by Mr. Marengere, which has
received millions of dollars as "commissions" for arranging the Company's March
1996 preferred stock deal and
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other foreign transactions. The payments into this slush fund were never
disclosed to stockholders or reflected in SEC filings.
Even more startling, the Committee also learned that in 1996,
in order to help complete the preferred stock deal, Dominion Bridge secretly
committed to repurchase its stock from the buyers of the preferred stock in the
event the market price of the common stock fell below $2.00 per share. This
repurchase obligation was never disclosed to stockholders or reflected in
Dominion Bridge's financial statements or SEC filings.
Mr. John Kuhns, the Chairman of the Committee, stated: "This
is a desperate, last-minute attempt by Mr. Marengere to subvert shareholder
democracy. Not surprisingly, it is totally in character for Mr. Marengere and
symptomatic of how he runs the Company. We wonder why the Board of Directors has
continually condoned this kind of behavior."
"Shareholders should realize," Mr. Kuhns continued, "that if
the Committee is thwarted at the last minute by these illegal tactics from
obtaining the necessary consents to oust management, we will not give up the
fight. In fact, under Delaware law the Committee is free to start a new consent
solicitation campaign at any time. The message to Dominion Bridge's management
and Board of Directors should be crystal clear: we are not going away, and we
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cannot be bought off or scared away through Mr. Marengere's secret and illegal
schemes."
Mr. Kuhns concluded, "The core issue underlying the
Committee's consent solicitation to oust Dominion Bridge's senior management is
competence and ethics. Until these are restored, shareholder value will continue
to languish at today's depressed level. The simple truth is that no reputable
financial or business partner would want to do business with Dominion Bridge so
long as the current management team is in place. Their track record for
self-dealing, misinformation, shoddy ethics and secret, illegal schemes has made
them a pariah in the business community. Shareholders who are "sitting on the
fence" waiting for the Company or Legg Mason to produce an acquisition proposal
should wake up and smell the foul odor which pervades this Company. The only
alternative available to shareholders is to embrace the Committee's proposal and
replace senior management now."
The Committee also announced that it has asked the Securities
and Exchange Commission to immediately investigate the illegal tactics and
activities which Mr. Marengere and the Company have been engaged in. The
Committee believes that there exist numerous violations of the federal proxy
rules, tender offer rules, foreign corrupt practice laws and the anti-fraud
provisions of the federal securities laws.
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Once again, the Committee urges shareholders to vote now to
oust the Company's senior management. If any shareholder requires assistance in
submitting the WHITE consent card, they should immediately contact Georgeson &
Co. at 800-223-2064.
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