DOMINION BRIDGE CORP
DFAN14A, 1997-08-06
HEAVY CONSTRUCTION OTHER THAN BLDG CONST - CONTRACTORS
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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 / /

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



- --------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)


             THE COMMITTEE TO REVITALIZE DOMINION BRIDGE CORPORATION
- --------------------------------------------------------------------------------
      (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:

- --------------------------------------------------------------------------------


         (2)      Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------


         (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):


- --------------------------------------------------------------------------------


         (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
<PAGE>

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:



- --------------------------------------------------------------------------------


         (2)      Form, Schedule or Registration Statement no.:



- --------------------------------------------------------------------------------


         (3)      Filing Party:



- --------------------------------------------------------------------------------


         (4)      Date Filed:

                                      -2-
<PAGE>

                   THE COMMITTEE TO REVITALIZE DOMINION BRIDGE

        SUPPLEMENTAL CONSENT SOLICITATION MATERIALS DATED AUGUST 6, 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"),  Supplemental  Consent  Materials dated July 16, 1997 (the "Second
Supplement") and this Supplement (the "Third Supplement") dated July 23, 1997 of
the Committee to Revitalize Dominion Bridge (the "Committee").

         Except as otherwise set forth in this Third  Supplement,  the terms and
conditions  previously  set  forth  in  the  Consent  Solicitation,   the  First
Supplement and the Second  Supplement remain applicable in all respects and this
Third Supplement  should be read in conjunction  with the Consent  Solicitation,
the First  Supplement  and the Second  Supplement.  Unless the context  requires
otherwise,  terms not defined  herein have the meanings  ascribed to them in the
Consent Solicitation.


I.       INFORMATION REGARDING NEW MEMBERS OF THE COMMITTEE:

         John  Perry  has  agreed  to act as the  Chief  Financial  Officer  for
Dominion  Bridge  Corporation  upon the  completion  of the change of control in
senior management as proposed by the Committee.

Work Experience:

         Mr.  Perry is  currently  a partner  in the Ottawa  accounting  firm of
Paterson Hendry,  specializing in counselling S.E.C. registrant clients in their
regulatory  filings,   providing  business  valuation  services  in  merger  and
acquisition transactions,  and performing general audit and accounting services.
Mr. Perry has worked with Dominion Bridge  Corporation since 1994 in a number of
their major acquisitions.  Mr. Perry has also assisted the Company and its line-
operating  employees  in  the  completion  of  its  annual  accounts,   and  has
participated  in  conference  calls with  shareholders  to assist in  explaining
various issues in the Company's annual and interim financial statements.

         Mr.  Perry has a number of general and trade  subcontractor  clients in
his  accounting  practice,   which  has  provided  him  with  relevant  industry
experience in Canadian  construction  accounting,  business  practices and legal
environment.

<PAGE>
         Prior to  admission  as partner in 1995,  Mr. Perry worked as Audit and
Accounting Manager for Paterson Hendry providing  technical  support to the firm
for complex or higher risk audit and  accounting  engagements.  Mr. Perry joined
Paterson Hendry in 1990.

         Mr.  Perry worked in the Ottawa  office  of Ernst and Young,  Chartered
Accountants from 1987 through 1989 as an Audit Manager specializing in providing
audit and accounting services to Ottawa-based high-tech SEC registrants.

         Mr.  Perry began his career at Ernst and Young in  Calgary,  Canada and
obtained his Chartered  Accountant  designation in 1986. His work  experience in
Calgary was principally in assisting in the audit of public companies in the Oil
and Gas sector.

Education:

         University of Calgary, Bachelor of Commerce, 1983

                       -----------------------------------

         In addition,  Messrs.  Clarence Boudreau and Richard Morency from First
Key have agreed to aid the  Committee in its efforts to  revitalize  the Company
but are not soliciting proxies on behalf of the Committee.

         Clarence Boudreau,  Chairman of FirstKey,  has over 30 years experience
in the construction industry,  most recently as Senior Vice  President-Corporate
Development of Bennett & Wright, Inc. Prior to joining Bennett & Wright in 1994,
he served as Senior  Vice  President  of  Technical  Construction  Solutions,  a
subsidiary of the Bracknell Corporation dedicated to  mechanical/electrical  and
design-build  contracting.  From 1975 until 1985 he was  president  and  general
manager  of  Standard   Electric   Limited.   Mr.   Boudreau  holds  a  Business
Administrative   Diploma  from  Centennial  College  and  a  Master  Electrician
Certificate from George Brown College, Toronto.

         Mr. Richard Morency,  President and CEO of FirstKey, was Executive Vice
President of Bennett & Wright Inc.'s EPCM division.  Previously, Mr. Morency was
a Principal with Roche Ltd., a 700 employee  engineering and  design-build  firm
based in Quebec  City.  Since  1975,  Mr.  Morency  was  involved  in the firm's
pioneering  activities in  design-build,  and held  successive  position as Vice
President  Finance  and  Administration,   Vice-President  for  Development  and
Corporate  Secretary  and  finally as Senior Vice  President  for  Industry  and
construction.  He  was  awarded  as  B.Sc.  degree  in  Engineering  from  Laval
University as well as a M.Sc. degree from the University of Toronto.


                                       -2-
<PAGE>
II.      ADDITIONAL   INFORMATION  REGARDING  THE  FIRSTKEY  PROJECT  TECHNOLOGY
         ACQUISITION

         RISK FACTORS.  Notwithstanding the benefits of the FirstKey acquisition
which are enumerated  below,  shareholders are advised to also consider a number
of significant risk factors:

         -        The parties have not yet  negotiated a definitive  acquisition
                  agreement,  so there  can be no  assurance  that the  ultimate
                  terms will not differ from those described below.

         -        The  transaction  would be  subject  to  numerous  conditions,
                  including  the  validation of the existence of $125 million of
                  backlog at acceptable profit margins.

         -        The  transaction  would be subject to the Committee  obtaining
                  control  of  the   Company,   either   through   the   consent
                  solicitation   process  or  through  a  mutually   agreed-upon
                  settlement which achieves the Committee's objectives.

         -        There can be no assurance that the FirstKey  transaction would
                  be  completed,  or  that  the  financial  projections  for the
                  Company  arising from that  transaction  can be  achieved.  In
                  particular,  shareholders  should  note  that  FirstKey  is  a
                  newly-formed company with no operating history.


         RATIONALE  AND  BENEFITS.  The  Committee  believes  that the  FirstKey
acquisition  represents  a very  significant  step  in its  initial  process  to
revitalize  the  Company's  operations in North  America.  In the opinion of the
Committee,  several of the Company's  significant  fundamental problems in North
America would be addressed by the acquisition of FirstKey:

         (a)      THE COMPANY NEEDS  ADDITIONAL  REVENUES IN ITS NORTH  AMERICAN
                  OPERATIONS  AT  APPROPRIATE   GROSS  MARGINS.   The  Committee
                  believes  that the  Company's  current $500 million  announced
                  backlog  is not  supported  by  announced  transactions.  This
                  backlog level is up from $283 million at the end of the second
                  quarter  implying  approximately  $350  million  of signed new
                  orders  in  North  America  and  Australia  during  the  third
                  quarter.  Less than 20% of this backlog has been  announced to
                  date.  Rather,  the  Committee  believes  that  the  Company's
                  backlog in North America of  approximately  $100 million which
                  existed at second quarter end is a more accurate indication of
                  current business levels.

         (b)      THE  COMPANY  HAS  HISTORICALLY  BEEN A  SUBCONTRACTOR  IN THE
                  CANADIAN INFRASTRUCTURE MARKETS. As such, the Company has been
                  unable to obtain the substantially  larger and more profitable
                  general  contractor  role in  projects,  as opposed to being a
                  subcontractor that is selected by the general contractor.  The
                  role of subcontractor  is highly  competitive and consequently
                  the Company  continues  to be limited in its ability to price,
                  and hence increase profitability.

                                       -3-

<PAGE>

         (c)      THE COMPANY'S  HISTORIC EXPERTISE HAS BEEN PRIMARILY IN STEEL,
                  INCLUDING  FABRICATION  AND THE  ERECTION OF  STRUCTURES.  The
                  Company  has  not  demonstrated  historical  expertise  in the
                  broader  construction  services which are necessary to compete
                  in today's  markets.  For  purposes of  addressing  the highly
                  competitive  Canadian market, the missing capabilities include
                  broader  construction  service  capabilities,  as  well  as  a
                  general turnkey contracting and financing capability.

         (d)      THE INABILITY TO EXPAND ITS HISTORIC CLIENT RELATIONSHIPS IN A
                  RAPIDLY CHANGING CONTRACTING  ENVIRONMENT.  The Company has an
                  excellent  historical  reputation  with its clients.  However,
                  changes in construction  contract  methodology and competition
                  have  precluded  the Company  from  growing  with its historic
                  client base. Primary among these new contracting trends is the
                  client's  move  towards   design-build   contracts.   In  this
                  situation,  one  company  contracts  with the  client  for the
                  entire  project  design,  financing  and  construction  in one
                  single  contract.  Industry  experts forecast that in the next
                  five years over 50% of contracts to be let for non-residential
                  construction  in North America will be design-built as opposed
                  to the current design-bid-build process utilized today.

         (e)      THE  COMPANY  IS  LOSING  MONEY  AT  ITS  LACHINE  FABRICATION
                  FACILITY. A combination of the economy in Quebec and a lack of
                  working capital to finance the substantial cost of fabrication
                  work has  produced,  according to  management in its 1996 Form
                  10-K,   significant  operating  losses.   Historically,   this
                  division  was  engaged in  substantial  export  activity.  The
                  fabrication  division  needs  additional  sales  volume  and a
                  return to its historic export relationships.

         (f)      FINALLY,  THERE IS A LACK OF SENIOR EXECUTIVES  EXPERIENCED IN
                  INTERNATIONAL  ENGINEERING,  PROCUREMENT AND CONSTRUCTION THAT
                  CAN PROVIDE OVERALL CORPORATE  DIRECTION AT THE COMPANY'S HEAD
                  OFFICE.  The efforts to  revitalize  the Company  require,  in
                  addition  to  the  seasoned   professionals  at  each  of  the
                  operating  subsidiaries,  corporate  leadership  with industry
                  experience  to  develop,  direct  and  execute  the  Company's
                  strategic plan.  Additionally,  the Company has been without a
                  recognized chief financial officer and financial team for over
                  three years.

         The  FirstKey  acquisition  would  provide  solutions  to many of these
problems.  FirstKey is a newly-formed  company with no operating history that is
managed  by  a  highly   experienced  team  of  senior  executives  who  have  a
demonstrated  track record in  design-build  contracting.  FirstKey  would bring
additional   backlog  for  the  combined   companies,   a  cogent  Canadian  and
international  marketing  program,  an  acknowledged  expertise in  design-build
contracting,  and immediate subcontract business to be placed with the Company's
various  operating  divisions  and  subsidiaries.  The FirstKey  management  has
successfully  built  Bracknell  Corporation  (Toronto  Stock  Exchange) from the
mid-1980s  until  1993  into a highly  successful  general  contractor  from its
original position of subcontractor.

                                       -4-

<PAGE>

         The backlog of signed contracts,  which is required to be at least $125
million at the time of acquisition, is attainable. FirstKey recently announced a
design-build  contract  exceeding  $100  million.  The  announcement  covers  an
engineering,  procurement  and  construction  contract  awarded to  FirstKey  by
Fieldboard  International,  for a  strawboard  manufacturing  plant  in  Killam,
Alberta,  Canada.  An additional  memorandum of understanding was announced with
Baconsfield  Farms,  Ltd. to complete a planning and feasibility study for a hog
processing plant in Alberta. The design-build contract for the plant is expected
to be issued before year-end. These contracts,  together with projects currently
under  negotiation,  are the basis for the Committee's  projection that FirstKey
can  generate  sales of $150  million and $275  million in fiscal years 1998 and
1999. The Committee  believes that these sales would result in pretax margins of
between 8% and 9% in each of 1998 and 1999.

         Additionally,  the  acquisition  is projected to provide the  Company's
various  operating  divisions and subsidiaries with an aggregate of $205 million
of  subcontracting   work  from  FirstKey  in  1998  and  1999.   Significantly,
approximately  $50  million  of  this  subcontracting  work  will  be for  steel
fabrication at the Company's Lachine facility. The Committee believes that these
incremental  sales,  expected  to carry a 15% gross  margin,  should  return the
Lachine facility to  profitability.  The balance of the  subcontracting  work is
expected  to  carry a 9.5%  and  10.5%  gross  profit  rate in  1998  and  1999,
respectively.

         The proposed acquisition of FirstKey would be structured to be additive
to earnings per share. It currently contemplates an initial cash payment of $4.5
million and 3 million  shares of the Company's  common stock.  There would be an
additional  three year  earn-out of 3 million  additional  shares and $3 million
cash, which would be predicated upon maintaining  average annual pretax earnings
of (Cdn) $8 million during that period.

         The  proposed  acquisition  of  FirstKey  is  subject  to a  number  of
conditions,  including  the  requirement  that the Committee  assume  management
control of the Company,  as well as approval by the Company's Board of Directors
and possibly stockholders,  as well as various regulatory approvals and filings.
There can be no assurance that the  acquisition  can be completed or that actual
results will be the same as projected results.


III.     MCCONNELL DOWELL:

         Notwithstanding  the  benefits  which could arise from the  Committee's
proposal  that the  Company  should  acquire the  balance of  McConnell  Dowell,
shareholders should be aware that there is a risk that such a transaction may be
difficult to accomplish due to the  intricacies of Australian law. At this time,
the Committee is not able to state whether the Company would be able to overcome
those hurdles.

         From the outset of the consent  solicitation  process the Committee has
stated its intention to rationalize the McConnell Dowell  investment in order to
enhance its value to the Company's  shareholders.  Upon successful completion of
the consent  solicitation,  the Committee will

                                       -5-

<PAGE>
structure any arrangement it may enter into regarding  McConnell Dowell in order
to comply with applicable requirements of Australian law.

         The Committee  currently  plans to  rationalize  the  McConnell  Dowell
investment  through a proposal to acquire the entire  subsidiary.  As previously
stated,  this proposal  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
of companies.  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.

IV.      CVR PROPOSAL:

         On July 2, 1997 the Committee proposed as part of its business plan the
issuance of contingent value rights (CVRs) following a change of control.  While
that proposal expired by its terms on July 14, 1997, the Committee  reserves the
right to reinstitute  the CVR proposal,  although there can be no assurance that
it will do so. In that  regard,  shareholders  should be aware of the  following
considerations with respect to the CVRs:

          - The CVRs would be registered under  applicable  securities laws; the
         timing of such registration would depend on when the Committee obtained
         control of the  Company.  The CVRs would not be issued to  shareholders
         until all applicable registration requirements were met.

          - In order to obtain the  benefits of the CVR, a  shareholder  must be
         the record  holder of the CVR as of the date of a  triggering  event or
         the exercise date. Alternatively,  a shareholder may be able to realize
         value from the CVR by selling it on the open market, although there can
         be no assurance  that a trading  market will develop or that the prices
         available in such a market would reflect the full value of the CVRs.

          - The CVRs  would  entail a degree of risk,  including  the time delay
         until payment (e.g.,  18 to 24 months),  and the  possibility  that the
         Company would not have sufficient cash flow to service this obligation.
         Presently,  the Committee has not obtained any financial  commitment to
         fund the CVRs.

          - The CVRs would not be triggered by a change of control  arising from
         the Committee's consent solicitation effort; accordingly,  shareholders
         would not be guaranteed any minimum share price based on the outcome of
         the consent solicitation.


                                       -6-

<PAGE>
V.       VOTING OF CONSENTS:

         In a recent press release the  Committee  noted its  satisfaction  with
"the level of support it has  received" in the form of signed white proxy cards.
Shareholders  should note that they can still vote in the consent  solicitation.
The  Committee  has not yet  received a majority  and needs  your  signed  white
consent card.


VI.      WEB PAGE INFORMATION:

         The following  information is contained on the Committee's web page. We
encourage all  shareholders  to review all the  information  provided in the web
page and other  materials  which the Committee has filed with the Securities and
Exchange Commission which can be obtained through the web site.

                    AS CONTAINED IN THE COMMITTEE'S WEBPAGE:

                       SEND IN YOUR WHITE CONSENT CARD NOW

                     COMMITTEE TO REVITALIZE DOMINION BRIDGE

PURPOSE:

                  The Committee  believes  that Dominion  Bridge is being poorly
managed,  that the  current  team of  senior  executives  lacks  the  management
experience  and  ability  to  operate  Dominion  Bridge  profitably  or for  the
objective of maximizing  stockholder  value; and that the current team of senior
executives has been engaged in  self-dealing  to the detriment of  stockholders.
Consider the following facts:

                  o        Dominion  Bridge  lost  nearly  $1.5  million for the
                           first  half of  fiscal  1997,  despite  non-operating
                           income which included a $3 million  pre-tax gain with
                           respect  to its sales of shares of  McConnell  Dowell
                           Corporation  Limited ("McConnell  Dowell"),  and $2.5
                           million of non-cash  income from the  amortization of
                           negative  goodwill   associated  with  the  company's
                           purchase of MIL Davie.

                  o        Dominion  Bridge  initially  reported  a loss of $5.7
                           million for fiscal 1996.  Just recently,  it reported
                           that this loss would be  restated  by an  increase of
                           nearly $4.3  million  relating to "deemed  dividends"
                           from the ill-fated  preferred stock described  below,
                           FOR A TOTAL  LOSS OF NEARLY  $10  MILLION  FOR FISCAL
                           1996.

                                      -7-


<PAGE>

                  o        WHILE OTHER STOCKHOLDERS SUFFERED FROM THE DECLINE IN
                           DOMINION BRIDGE'S MARKET PRICE, SENIOR MANAGEMENT WAS
                           REWARDED:  In spite of poor operating performance and
                           dwindling cash reserves,  senior management  received
                           bonuses  aggregating  $700,000 in February  1997 over
                           the    strenuous    objections   of   the   company's
                           stockholders  as expressed at the annual  meeting and
                           in oral and written communications to the company.

                  o        Senior  management also benefitted from the favorable
                           downward   adjustment  of  the  "strike  price"  with
                           respect to stock options to purchase 1,225,000 shares
                           of Common Stock,  from a range between $3.25 to $4.13
                           per share to $2.00.

                  o        Senior  executive   management  recently  caused  the
                           company to sell a portion of its shares of

                           McConnell  Dowell,  which is arguably  the  Company's
                           most  profitable and viable asset, in order to obtain
                           an extension of a loan from  Bankers  Trust.  Without
                           this extension, the Committee believes the loan would
                           have been declared to be in default.

                  o        Because   of   the    deterioration    of   operating
                           performance,   executive   bonuses   and  bank   debt
                           paydowns,  the company's cash and working  capital to
                           operate the North  American  businesses  has been all
                           but depleted.  While Dominion  Bridge's balance sheet
                           as of March 31, 1997 shows $13.4  million of cash and
                           equivalents,  all but $2.5  million of that amount is
                           unavailable  for operations in North America:  either
                           it is in Australia or it is restricted for use solely
                           by the  company's  MIL Davie  operation in accordance
                           with  the  agreement  with an  agency  of the  Quebec
                           government.  Moreover,  as of  May 7,  1997  Dominion
                           Bridge spent $5 million to paydown the Bankers  Trust
                           loan.

                  o        The price of the Common Stock has dropped from a high
                           of $8-5/32 in the first  quarter of fiscal  year 1995
                           to the  present  level  of  approximately  $1-1/2,  A
                           DECLINE OF 80% IN JUST OVER TWO YEARS.

                  In light of these  events,  the  Committee  believes  that the
senior  executive  officers of Dominion  Bridge lack the ability and  experience
necessary to successfully operate the company.

                  Dominion  Bridge  is  primarily  a  diversified  international
infrastructure concern, which requires expertise in engineering, procurement and
construction,  as  well  as  project  finance.  Neither  Messrs.  Marengere  and
Matossian has a background in these areas. Under their control,  Dominion Bridge
has made several  acquisitions  but has failed to exploit their  potential.  For
instance,   without  proper  financial  controls  and  underwriting  procedures,
Dominion  Bridge  could  agree  to  undertake  major  projects  without  a  full
evaluation of the


                                      -8-
<PAGE>

financial and business risks that could be attendant to such a commitment;  only
after  months or years into the project  would the  company's  true  exposure be
known. The Committee  believes that the recent and precipitous  decline in gross
profit margin is one indication of management weakness in this area.

                  Additionally,  in the Committee's  view, senior management has
undertaken various acts of self-dealing.  Incredibly,  the stockholders have had
to  countenance  not only  these acts of  self-dealing  but have had to stand by
while senior management,  at stockholders' expense, has devoted substantial time
and energy to defending itself, or certain  executives  individually,  including
Michel Marengere and his wife, Micheline Prud'homme, a former vice-president and
director,  in various  lawsuits.  This includes a stockholder  derivative action
alleging  interested and self-dealing  transactions by Mr. Marengere and a class
action  suit  against  Dominion  Bridge and  Messrs.  Marengere  and  Matossian,
individually,  alleging that the company  issued  misleading  press releases and
reports to the SEC.  The  Committee  believes  that  these and other  litigation
matters distract  management from  concentrating  their full-time efforts on the
operation of the business and are a terrible waste of corporate funds.

                  In summary,  the  Committee  believes  that  senior  executive
management has no interest in enhancing  stockholder  value and has no intention
(or perhaps lacks the capacity) to manage Dominion Bridge for the benefit of its
stockholders.  We also believe that senior  management is acutely  interested in
running Dominion Bridge for its own benefit, even when its actions may be to the
detriment of  stockholders.  Accordingly,  the Committee  believes that the only
viable option for stockholders is to pursue the process of replacing the current
senior executive management team.


THE GOAL OF THE COMMITTEE:

                  The  Committee's  goal in  soliciting  written  consents is to
start the process of revitalizing  Dominion Bridge. The Committee's  Proposal is
designed to enable  stockholders  to remove  Messrs.  Marengere,  Matossian  and
Despres as senior  executive  officers of Dominion  Bridge and replace them with
Messrs.  Kuhns,  Mariash  and  Dutton,  with  authority  to run the company on a
day-to-day  basis.  The Committee  believes that with a new and more experienced
senior  management  team in place Dominion  Bridge will be able to better manage
its assets,  negotiate  with  lenders and  suppliers  and,  ultimately,  restore
Dominion Bridge to  profitability.  To the extent the current Board of Directors
is unwilling to work with the new management  team,  the New Bylaws  proposed by
the Committee would make it  functionally  impossible for the Board of Directors
to conduct  business on a regular basis. The Committee hopes that this will have
the effect of forcing the current Board of Directors to resign, so that they can
be  replaced  with  new  nominees  who  are  more  responsive  to  stockholders'
interests.


                                       -9-
<PAGE>
LATE BREAKING NEWS:

Not all materials may be publicly available on the SEC server.

         This section will be updated periodically:


             THE COMMITTEE TO REVITALIZE DOMINION BRIDGE CORPORATION
                       STRATEGIC PLAN - FINANCIAL SUMMARY

          FOR IMPLEMENTATION ON SUCCESSFUL CONCLUSION OF PROXY CONSENT
                                    JULY 1997

                       SHAREHOLDERS INFORMATIONAL MEETING
                                THE HARVARD CLUB
                   As filed with SEC JULY 16, 1997 3 P.M. EDT

CLICK HERE TO VIEW.

VIEW THE SLIDE SHOW PRESENTATION FROM THE MEETING.


                        COMMITTEE LETTER TO SHAREHOLDERS

Response to Michel Marengere's Letter Dated July 8, 1997. CLICK HERE TO VIEW.

                        COMMITTEE LETTER TO SHAREHOLDERS

Re: Shareholders' Information Meeting - Wednesday, July 16, 1-3
P.M. - The Harvard Club, New York, New York.
CLICK HERE TO VIEW.


E-MAIL CONTACT:

John Dutton - [email protected]

Henry Hermann - [email protected]

John Kuhns or Kenneth Mariash - [email protected]

              For Information regarding making donations to support
                    the Committee's activities please contact
                          Henry Hermann or John Dutton


                                      -10-
<PAGE>
ADDITIONAL INFORMATION:

Press Releases:

Press Release - July 10, 1997 - "Committee Unveils Business Plan, Announces
Shareholder Information Meeting To Introduce New Management" CLICK HERE TO VIEW.

Press Release - July 7, 1997 - "Committee Responds to Second Dominion Bridge
Press Release on Court Order" CLICK HERE TO VIEW.

Press Release - June 23, 1997 - "Committee to Revitalize Dominion Bridge
Corporation Begins to Solicit Written Consents to Remove Senior Management"
CLICK HERE TO VIEW.

Press Release - June 2, 1997 - "Committee to Revitalize Dominion Bridge
Corporation Proposes Issuance of $2.50 per share of Contingent Value Rights"
CLICK HERE TO VIEW.

Press Release - June 2, 1997 - "Dominion Bridge's Management Sidesteps
Responsibility For Its Record, Seeks Instead To Accuse Committee Of Improper
Motives" CLICK HERE TO VIEW.

Press Release - May 23, 1997 - "Committee To Revitalize Dominion Bridge
Corporation Is Formed: Objective Is To Replace The Company's Senior Executives
Through A Solicitation For Written Consent" CLICK HERE TO VIEW.


Proxy Materials:

Preliminary Proxy Materials Dated May 23, 1997 -- Subject To Completion - "The
Committee To Revitalize Dominion Bridge Corporation" CLICK HERE TO VIEW.

"Informational Meeting For Stockholders of Dominion Bridge Corporation Called By
The Committee To Revitalize Dominion Bridge Corporation" CLICK HERE TO VIEW.

Preliminary Proxy Materials Dated June 11, 1997 -- Subject To Completion -
"Consent Solicitation Statement Of The Committee To Revitalize Dominion Bridge
Corporation" CLICK HERE TO VIEW.

Definitive Proxy Materials Dated June 23, 1997 -- "Consent Solicitation
Statement of The Committee to Revitalize Dominion Bridge Corporation" and Letter
to Stockholders. CLICK HERE TO VIEW.

Supplemental Consent Solicitation Materials Dated July 2, 1997. CLICK HERE TO
VIEW.


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<PAGE>

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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
- --------------------------------------------------------------------------------

                       SEND IN YOUR WHITE CONSENT CARD NOW


                                      -12-


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