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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 1997
Dominion Bridge Corporation
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 1-10372 23-2577796
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
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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
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Item 5. Other Events
The Board of Directors of Dominion Bridge Corporation (the
"Company") on November 26, 1997 amended (the "Amendment") its Rights Agreement
(the "Rights Agreement") between the Company and Continental Stock Transfer &
Trust Company, as Rights Agent (the "Rights Agent") to make the Rights
Agreement applicable to any acquisition of "Beneficial Ownership" of additional
shares of the Company's capital stock by those Persons who were parties to a
certain Schedule 13D filed with the Commission on August 19, 1997 pursuant to
the Exchange Act, and amended on September 16, 1997, November 3, 1997 and
November 21, 1997 (the "Schedule 13D Group"). These Persons were previously
exempted from the definition of "Acquiring Person" in the Rights Agreement.
The Rights Agreement was filed as an Exhibit to a Form 8-A filed with the
Commission on December 11, 1996 and a description of the Rights Agreement was
included in a Form 8-K dated November 26, 1996 both of which are incorporated
herein by reference.
The effect of the Amendment is to limit additional purchases
of common stock by the Schedule 13D Group without prior written Board approval.
The Schedule 13D Group was excepted from the operation of the Plan in
connection with its financing of the exercise of certain management stock
options.
As previously announced, the Company is exploring with its
financial adviser transactions to enhance stockholder value and has received
several indications of interest from potential bidders. The purpose of the
Amendment is to ensure that all potential bidders negotiate with the Company's
Board of Directors and not to oppose any particular bid which may be made for
the Company.
Item 7. Exhibits
Exhibit 4.1 Amendment No. 1 to Rights Agreement
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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
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Name: Olivier Despres
Title: Vice President and General Counsel
December 4, 1997
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the "Amendment") is entered
into, as of this 26th day of November, 1997, by and between Dominion Bridge
Corporation, a Delaware corporation (the "Company"), and Continental Stock
Transfer & Trust Company (the "Rights Agent").
W I T N E S S E T H
WHEREAS, on November 26, 1996 the Board of Directors approved a Rights
Agreement (the "Agreement") between the Company and the Rights Agent providing
for the issuance of Rights (as defined therein); and
WHEREAS, the Company and the Rights Agent desire to amend the
Agreement in the manner hereinafter provided, which Amendment has been approved
in accordance with Section 26 of the Agreement;
1. Certain Definitions.
(A) Except as otherwise defined in this Amendment, capitalized
terms shall have the meanings ascribed to them in the Agreement.
(B) For purposes of the Agreement, the term "Acquiring Person"
shall mean any Person who or which, together with all Affiliates and Associates
of such Person, shall be the Beneficial Owner of outstanding shares of capital
stock representing 15% or more of the Voting Power, but shall not include the
Company, any Subsidiary of the Company, any employee benefit plan of the
Company or of any Subsidiary of the Company, or any Person or entity organized,
appointed or established by the Company for or pursuant to the terms of any
such plan, Michel L. Marengere or any Affiliate or Associate of Michel L.
Marengere, and those Persons who were parties to a certain Schedule 13D filed
with the Commission on August 19, 1997 pursuant to the Exchange Act, and
amended on September 16, 1997, November 3, 1997 and November 21, 1997, provided
that no such Person acquires Beneficial Ownership of more than 23% of the
Voting Power of the capital stock of the Company.
2. Continuing Effect. Except as provided in this Amendment,
the Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.
Attest: DOMINION BRIDGE CORPORATION
By /s/ Olivier Despres By /s/ Nicolas Matossian
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Name: Olivier Despres Name: Nicolas Matossian
Title: Vice President and Title: President
General Counsel,
Corporate Secretary
Attest: CONTINENTAL STOCK TRANSFER & TRUST
COMPANY
By /s/ Thomas Jennings By /s/ Roger Bernhammer
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Name: Thomas Jennings Name: Roger Bernhammer
Title: Assistant Secretary Title: Vice President
