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 / /
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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THE COMMITTEE TO REVITALIZE DOMINION BRIDGE CORPORATION
As Revised July 15, 1997
Dear Stockholder:
DOES MICHEL MARENGERE THINK WE STOCKHOLDERS ARE NAIVE?
Have you seen his latest letter to us, dated July 9, 1997? Are you
comfortable having him running your Company? Have you read all of his other
correspondence and proxy filings? Michel Marengere must think that we
stockholders aren't smart enough to stay focused on the real issues. Instead, he
believes that we will be foolish enough to have our attention diverted by his
tactics.
We at the Committee have been careful to stay above the fray. We have
been concentrating on two things:
1. FIRST, THE STOCKHOLDERS NEED TO WIN THIS PROXY CONTEST. We need to
take our Company back. If we don't, in our view our share price and what remains
of the Company's fragile financial substance will be wiped out.
2. SECOND, WE NEED TO REBUILD DOMINION BRIDGE CORPORATION SO THAT WE
CAN RECOVER OUR VALUE, AND THEN ADD TO IT. We need a Business Plan that brings
new, competent management, profitable work and dedicated financial resources
into Dominion Bridge on favorable terms. Mr. Marengere has run our Company into
the ground. We need to get it into the shop and repair it before it is too late.
We at the Committee know that these two objectives are the only things
that matter to all of us as stockholders. Our dedication to achieving these
goals is resolute--we will not be swayed until we have achieved victory.
We will not stoop to a low level. We know you don't want us to. We will
keep heads down and focus on the two tasks at hand.
To win the proxy contest, we shareholders must stay focused on the one
and only issue--INCUMBENT MANAGEMENT. Michel Marengere's dismal track record,
and his potential to wreck the Company, is what has motivated the Committee and
the Company's shareholders to demand his removal, as well as the ouster of his
lieutenants.
Mr. Marengere knows that he can't defend himself. Therefore, he wants
to distract us from concentrating on the real issue. The real issue is him. He
can run, but he can't hide. His poor record speaks for itself.
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THIS COMPANY NEEDS A VIABLE BUSINESS PLAN. THE COMMITTEE HAS
WORKED HARD TO PUT ONE IN PLACE. WE HOPE THAT YOU CAN COME TO
HEAR OUR PRESENTATION OF THIS PLAN, AND THE RELATED
MANAGEMENT TEAM WE HAVE ASSEMBLED TO IMPLEMENT IT, AT A
MEETING FOR ALL SHAREHOLDERS AT THE HARVARD CLUB, 27 WEST 44TH ST.,
NEW YORK CITY, ON WEDNESDAY, JULY 16, AT 3 P.M.
At this meeting, the stockholders will have a chance to ask the
Committee and members of its management team questions about the Committee's
Business Plan, its CVR Proposal and the status of the Committee's proxy contest.
We will be available to answer all of your questions, not only having
to do with the information noted above, but also having to do with any issues
brought up by Mr. Marengere's negative campaign and activities.
WE HAVE A FEW QUESTIONS OF OUR OWN TO ASK MR. MARENGERE.
We have noticed that Mr. Marengere asks a lot of questions in order to
distract us? Well, we are sure that you would like to ask Mr. Marengere a few
questions too, such as:
1. WHAT CAN'T MR. MARENGERE FESS UP TO HIS DISMAL PERFORMANCE?
Have you ever heard Mr. Marengere attempt a halfway decent explanation
for the Company's terrible bottom line? Have you ever heard Mr. Marengere
credibly explain the dilutive convertible preferred stock financing, after which
our share price went into a tail spin from which it has never recovered?
2. WHAT DOESN'T MR. MARENGERE HAVE A BUSINESS PLAN OF HIS OWN?
Have you ever heard Mr. Marengere articulately describe, in a nuts and
bolts fashion, a reasonable business plan designed to get bottom line results?
Have you ever heard Mr. Marengere predict positive financial results based on a
business plan, and see them come true?
3. WHAT DOES MR. MARENGERE HAVE TO HIDE?
Why does he bar the media from public events like annual meetings? Why
doesn't he have a Chief Financial Officer? Why is Mr. Marengere so afraid of
losing this proxy contest?
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4. WHY DOESN'T MR. MARENGERE ANSWER LEGITIMATE QUESTIONS OF REAL
URGENCY, INSTEAD OF SPENDING HUNDREDS OF THOUSANDS OF
STOCKHOLDER DOLLARS ON WILD GOOSE CHASES?
What is the Company's cash position in North America?
What is the Company's net available working capital in North America?
Why is the Company on C.O.D. with its key, major suppliers in
North America?
Why is the Company laying off skilled workers in North America?
What is the status of Mr. Marengere's much-ballyhooed working
capital loan?
Why hasn't Mr. Marengere paid the Company the money he owes it?
5. AS LONG AS HE IS AT IT, WHY DOESN'T MR. MARENGERE GIVE US SOME
REAL ANSWERS TO THESE QUESTIONS BEFORE WE FIND OUT OURSELVES
WHEN WE WIN THE PROXY CONTEST AND TAKE CONTROL?
Does Mr. Marengere owe the Company any other money?
What is the real estate development in the Caribbean that Mr.
Marengere has caused the Company to spend hundreds of
thousands of dollars on, and what is his personal role in it?
Did the Company pay for Mr. Marengere's house in Florida?
Does the Company continue to pay the operating costs of Edinov, a
company that Mr. Marengere owes over $1 million?
Does the Company pick up Mr. Marengere's personal living expenses?
Has the Company paid Mr. Marengere's personal taxes?
6. WHY HASN'T MR. MARENGERE TOLD US ABOUT THE DEAL HE HAS BEEN
DISCUSSING WITH AN OUTSIDE, THIRD PARTY SOURCE, WHO IS
NEGOTIATING TO PAY HIM TO REMOVE HIMSELF FROM MANAGEMENT AND
CHANGE CONTROL OF THE COMPANY WITHOUT ANY CONSIDERATION TO THE
SHAREHOLDERS? IT THIS THE GREAT OFFER THAT HE IS URGING US TO
WAIT FOR?
We know about this proposed deal, BECAUSE THE THIRD PARTY SOURCE HAS
PROPOSED IT TO US AS WELL. We aren't interested in such an arrangement, because
we believe that this proposed deal could only be good for one person--Michel
Marengere.
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WE ARE PLEASED TO INFORM YOU THAT STOCKHOLDERS WILL FINALLY
HAVE AN OPPORTUNITY TO CONFRONT MR. MARENGERE. IN AN ATTEMPT
TO DISRUPT OUR MEETING, WE UNDERSTAND THAT MR. MARENGERE HAS
ARRANGED FOR HIS OWN MEETING IN THE SAME BUILDING AT 5 P.M.,
FOLLOWING OUR MEETING.
We think you would agree that a disruption of our meeting
would only backfire. However, in scheduling a meeting immediately after ours, we
also believe that Mr. Marengere is, for the first time, affording the
stockholders a welcome opportunity to attempt to get some straight answers. In
fact, we would urge you to take this letter and its questions with you to this
meeting as a handy form of reference.
We will be available after Mr. Marengere's meeting for
discussions and to accept your signed white proxy cards.
We look forward to seeing you on Wednesday at 3 P.M.
Sincerely,
John D. Kuhns
Chairman
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