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 / /
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Check the appropriate box:
/ / Preliminary Proxy Statement
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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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(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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(4) Date Filed:
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PRESS RELEASE
COMMITTEE TO REVITALIZE DOMINION BRIDGE CORPORATION ANNOUNCES
SATISFACTION WITH ITS RECEIPT OF SIGNED WHITE PROXY CARDS; AGREES
TO EXTEND ITS DEADLINE IN ORDER TO WELCOME PROPOSALS SUBMITTED TO
THE COMPANY AND ITS INVESTMENT BANKER
New York, July 21, 1997 -- The Committee to Revitalize Dominion Bridge
Corporation announced today that it is extremely satisfied with the level of
support it has received as of Friday, July 18, from shareholders in form of
signed white proxy cards. According to Committee Chairman John D. Kuhns, "The
Committee has met the affirmative target levels which it had imposed for its
deadline of July 18. However, in light of the recent projection by the Company
and its appointed investment banker Legg Mason of receipt tomorrow, July 22, of
valid proposals to achieve shareholder value, the Committee has agreed to extend
its deadline for receiving a majority of shareholder consents." Mr. Kuhns also
indicated that shareholders should not be influenced by false and misleading
estimates of the vote promulgated by the Company.
At a presentation made to certain selected shareholders last week,
Company officials and Legg Mason indicated that they expect, in the words of a
shareholder allowed into their meeting, "ten proposals to enhance shareholder
value by next Tuesday". Michael Marengere, Chairman and CEO of the Company,
admitted to the audience that solicitation of these proposals was forced by the
Committee's action, which have served to galvanize the Company's management and
Board to seek shareholder value.
"We at the Committee are pleased that Mr. Marengere and the other
Directors have recognized the value that we have created for all shareholders by
prompting senior management to finally begin to act in the shareholders'
interest," said Kenneth W. Mariash, President and CEO of the Committee. "The
Committee is merely a representative body of shareholders, and we are all
looking forward the confirmation of the proposals the Company has promised are
coming. However, we also believe that the only way to ensure continued
responsiveness by the Company is to keep pressure on the Board while these
proposals are being reviewed, which can be done simply by continuing to send in
your signed white proxy cards."
Attendees at the Company's presentation also indicated that the Company
did not unveil any new adjustments to its existing business plan, claiming that
"business a usual" would ultimately result in financial prosperity. In this
regard, company officials also conceded that the Company's cash reserves are
extremely tight. The Company also asked certain advisors
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including its bonding agents, investment banker and prospective lender to make
statements in support of the Company's objectives, but declined to point out
that all of these advisors have been paid cash fees by the Company. The Company
also threatened that, in the event that the Committee's consent solicitation
garnered majority of the votes, it would be the Company's intention to tie up
the Committee in lengthy litigation. However, the Committee is relying on advice
which indicates that should the Company litigate the results of the consent
solicitation, the resultant process will take no more than approximately six
weeks.
Committee members and supporters, despite in many cases being among the
largest shareholders of the Company's common stock, were barred from the
Company's "shareholder" meeting. In advance published notices, the Company
billed the meeting as a "shareholder information meeting", causing many Company
shareholders to travel from out of town at considerable expense. However, the
Company retained a retinue of bodyguards who armed with a list of shareholders
to be blackballed from the meeting, physically prevented many from entering.
When those who were allowed into the meeting complained about the undemocratic
treatment of their shareholder, Company officials admitted that they didn't want
detractors present, and cited legal defenses. In the words of one attendee,
"that may be legal but it is also un-American." After the meeting, Mr. Marengere
left by a rear door avoiding any discussion or confrontation.
John Dutton and John Perry, Secretary and Chief Financial Officer of
the Committee, respectively, urged shareholders to focus on the validity of the
proposals promised by the Company tomorrow. "Mr. Marengere is seeking to
disparage or otherwise divert attention from the validity of the Committee's
assembled management team and business plan," said John Dutton. "I know the
level of scrutiny we have received on our business plan, including criticism of
it by senior management of the Company--let's see what Mr. Marengere brings to
the table."
"I would urge shareholders to apply a straightforward process of
examination to the proposals anticipated tomorrow," said John Perry. "To be
truly valid, a proposal must contain definitive, understandable information with
respect to three key concerns: (i) Name--Who is making the proposal?" (ii)
Amount -- What price is being specified; and is it in cash or paper?; and (iii)
Timing -- What is the timing for the proposal to be implemented?" He continued,
"Ultimately, the test of a valid proposal is the immediate creation of net
realizable shareholder value, evidence by a tangible increase in he share price
o the Company's stock to levels approximating those cited in the proposal."
The Committee management emphasizes that it would see receipt of one or
more valid proposals as a major victory for
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itself and for all shareholders, and would not stand in the way of the receipt
of a valid offer. However, in turn, the Committee also emphasizes its skepticism
as to whether valid proposals will be forthcoming, and in particular reminds the
shareholders that time is of the essence. "This is a fair process but it must
now come to a speedy resolution. The Company hired Legg Mason over one month
ago, and this interval should have afforded the Company and Legg Mason ample
time to receive inquiries, turn them into proposals, and be in a position
tomorrow to recommend the winning, truly valid proposal to the Board," said Mr.
Kuhns.
"The Company should not be able to use the shareholder value process to
otherwise delay the inevitable," said Mr. Kuhns "To the extent that no valid
proposals materialize by tomorrow or if no proposals can be converted to valid
ones within a reasonably short period of time in order to accommodate the
Company's financial crisis, we would expect that the Board's obligation would
require it to pass this information on immediately, leaving the shareholders to
confront what we have indicated all along to be a simple, inevitable decision --
Who do you want running the Company going forward Mr. Marengere or
representatives of the shareholder themselves?" Mr. Kuhns also indicated that
the Committee saw on reason why any valid proposals received should not be able
to be acted on by the Board to the satisfaction of shareholders prior to the
Committee's consent deadline of August 18, and that is necessary, the Committee
would consider taking action to assure the shareholders that they would continue
to have the basic choice represented by the consent solicitation or an
incremental length of time.
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