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
SUPPLEMENTAL CONSENT SOLICITATION MATERIALS DATED JULY 16, 1997
To The Holders of Common Stock of Dominion Bridge Corporation:
The following information amends and supplements the Definitive Consent
Solicitation Statement dated June 23, 1997 (the "Consent Solicitation"), as
supplemented by Supplemental Consent Materials dated July 2, 1997 (the "First
Supplement") and this Supplement dated July 16, 1997 (the "Second Supplement")
of the Committee to Revitalize Dominion Bridge (the "Committee").
Except as otherwise set forth in this Second Supplement, the terms and
conditions previously set forth in the Consent Solicitation and the First
Supplement remain applicable in all respects and this Second Supplement should
be read in conjunction with the Consent Solicitation and the First Supplement.
Unless the context requires otherwise, terms not defined herein have the
meanings ascribed to them in the Consent Solicitation.
I. PLAN FOR DOMINION BRIDGE
On July 2, 1997 the Committee issued its plan for the Company, as set
forth in a press release. The following supplements that information.
The Committee to Revitalize Dominion Bridge Corporation met
with Legg Mason Wood Walker, the financial advisor to the Board of Directors of
Dominion Bridge Corporation (NASDAQ: DBCO), on July 2, 1997 to present a
proposal to begin maximizing the short and long term stockholder value in
Dominion Bridge. The potential transaction encompassed the following three
items. None of the Committee's proposal can be implemented unless a majority of
shareholders of Dominion Bridge approves its consent solicitation.
o SUBSTANTIALLY INCREASE NEW BUSINESS BY ACQUIRING FIRST KEY
PROJECT TECHNOLOGIES, INC. This international engineering and construction
management firm is headquartered in Toronto, Canada and was recently formed by
former industry executives of Bennett & Wright and Bracknell Corporation. It has
orders in hand, and contracts in process that are expected to result in a
confirmed backlog of approximately US $600 million by the end of 1997, with
projects in Canada and internationally. Mr. Ken Mariash, the Committee's
President and CEO, stated: "Over the next twelve months, this group is projected
to generate revenues of US $150 million with pre-tax profits exceeding US $12
million. Additionally, the acquisition would bring an additional US $50 million
of fabrication work to Dominion Bridge's Lachine (Montreal) facility, which
current management describes as a major source of current operating losses. With
completion of this acquisition, Dominion Bridge's consolidated backlog of work
in hand would exceed US $1 billion." All figures have been obtained from First
Key.
The Committee's members are currently negotiating an
acquisition agreement with the principals of First Key Project Technologies that
the Committee believes would be additive to Dominion Bridge's earnings. No
members of the Committee, or their affiliates, are affiliated
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with First Key. Any acquisition agreement would be assigned to Dominion Bridge
following a change in control. The Committee expects that working capital would
be used to finance this project if consummated. Any transaction with First Key
would be subject to approval of the board of directors, there is no assurance
that such a proposal can be completed or approval obtained.
o RATIONALIZE THE MCCONNELL DOWELL INVESTMENT THROUGH A
PROPOSAL TO ACQUIRE THE ENTIRE SUBSIDIARY. This would serve two key corporate
goals. First, it would provide access to larger infrastructure projects in both
North America and the Asia-Pacific region, so that the strengths of the Canadian
divisions and MDC can be jointly marketed for the greater benefit of the entire
Dominion Bridge family. Second, it would consolidate and rationalize Dominion
Bridge's cash flow situation and make capital-raising more efficient and less
costly. The Committee expects that working capital would be used to finance this
project if consummated.
o $2.50 PER SHARE OF CONTINGENT VALUE RIGHTS. The Committee's
proposal to issue a contingent value right (CVR) to each stockholder expired
according to its terms on Monday, July 14, 1997.
II. INFORMATIONAL MEETING
The Committee is planning to hold its second informational
meeting for stockholders on Wednesday, July 16, 1997 at 3 p.m. at the Harvard
Club in New York City. As previously noted in the Consent Statement, the
Committee has set Friday, July 18, 1997 as the goal for submission of written
consents.
III. WEB SITE
The Committee has set up a web page at www.k4.com/dbcommittee.
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If your shares of Common Stock are held in the name of a bank or
brokerage firm, only that firm can execute a written consent card on
your behalf. Please contact the person responsible for your account and
instruct them to execute a WHITE written consent card as soon possible.
If you have questions or need assistance in voting your shares, please
contact the firm assisting us in the solicitation of written consents:
GEORGESON & COMPANY INC.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
TOLL FREE: 1-800-223-2064
BANKS & BROKERS CALL: 212-440-9800
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