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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/
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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
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14(a)-12
Dominion Bridge Corporation
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(Name of Registrant as Specified in Charter)
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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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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
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previously. Identify the previous filing by registration statement number, or
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(4) Date Filed:
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PRESS RELEASE:
DOMINION BRIDGE CORPORATION RESPONDS
TO STOCKHOLDER LIST DEMAND
MONTREAL, CANADA, June 9 - Dominion Bridge Corporation (NASDAQ:NMS:
DBCO; VSE:DMO.U) today announced that it had filed its answer in the Chancery
Court of Delaware with respect to a demand for a stockholder list under Section
220 of the Delaware General Corporation Law by John Kuhns, a member of the
Committee to Revitalize Dominion Bridge Corporation. The Company's defense to
the demand for the stockholder list is based upon the fact that as of May 23,
1997, the date of the demand, John Kuhns was not a recordholder of shares on
the stock register of the Company as required by Delaware law. The answer also
asserts that the list was requested for an illegal purpose since the Company
believes that the solicitation of consents by the Committee violates provisions
of Delaware law. On Friday, June 6, Kuhns filed another demand for a
stockholder list following the Company's argument in Chancery Court that Kuhns
did not comply with the requirements of Section 220 in connection with his
initial demand. The Company will review and act upon this new demand in
accordance with the requirements of Delaware law.
DOMINION BRIDGE CORPORATION, a Delaware corporation, is an
international engineering infrastructure company, employing advanced materials
technology with operations and projects in North America, Europe and Asia
Pacific.
Under the rules of the Securities and Exchange Commission, this press
release may be deemed to be a solicitation by the Company. Under applicable
SEC rules, the directors of the Company, Michel L. Marengere, Nicolas
Matossian, Rene Amyot, Reynald Lemieux, Louis
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Berlinquet, Peter P. Gil, Andrew Choa and Ladislas O. Rice and the Company's
vice president and corporate secretary, Olivier Despres, may be deemed
"participants" in the Company's solicitation. The Company has retained Morrow &
Company, Inc., a proxy solicitation firm, which may also be deemed to be a
"participant". The following participants are deemed to beneficially own
shares of common stock of the Company in the following amounts: Mr. Marengere -
2,484,792; Mr. Amyot - 161,000; Mr. Matossian - 565,000; Mr. Lemieux - 26,000;
Messrs. Berlinquet and Gil - 25,000 each and Mr. Despres - 175,000
This news release is neither approved nor disapproved by the Vancouver
Stock Exchange.
