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. 1)
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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
/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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COMMITTEE TO REVITALIZE
DOMINION BRIDGE CORPORATION
420 LEXINGTON AVENUE
NEW YORK, NEW YORK 10170
(213) 953-1010
August 11, 1997
Dear Fellow Shareholder:
The August 18 date set by the Committee for the receipt of
consents from shareholders is near, and it is important that all shareholders
vote on the future of their Company. At this time, a brief review of what the
Committee has accomplished to stop the deterioration of our investment in
Dominion Bridge is helpful.
o WHAT IS THE COMMITTEE'S OBJECTIVE? At the strong urging of
shareholders, this past May the Committee initiated the intricate process of
shareholder awareness and action alternatives. Our objective was -- and
continues to be -- the removal of Dominion Bridge's senior management. We
believe that the Board has been a perpetual rubber stamp of the ill- conceived
management actions which brought the Company to this brink. Nonetheless, once
the Committee's action forced management's hand and threatened its control, the
Board declared itself reborn and now wants to sell the Company at the weakest
point. If your house has a leaky roof, fix it before you sell it, goes the old
maxim. Instead, management and the Board appear to have spent the remaining
North America cash to preserve management's prerogatives and to defend their
indefensible record.
o WHAT DOES THE COMMITTEE BRING TO THE COMPANY? First and
foremost, the Committee brings management whose demonstrated experience and
qualifications are capable of providing the vision, leadership and financial
integrity necessary to revitalize Dominion Bridge. The credentials and business
experience of the Committee's members are just what Dominion Bridge needs to
restore our investment and lead the Company into the 21st century. Secondly, the
Committee is dedicated to serving shareholders' interests. We won't make money
unless you make money: a concept which is foreign to current management. To
begin the process of bolstering shareholder value, on July 2 we introduced the
CVR proposal. The Board and Legg Mason promptly ignored it. In essence, the CVR
proposal would have assured current shareholders that before the new management
could benefit from any future stock options or other
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issuances of equity, the current shareholders would first have to see a market
price of at least $2.50 per share.
o WOULD WE REINTRODUCE THE CVR PROPOSAL? Although the CVR
proposal expired by its terms on July 14 due to the Company's lethargy, the
Committee is considering making a new CVR proposal to the Board, which could
have the following new components:
- A pay-out in 24 months if shareholders don't see a
market price of at least $3.00 per share by then.
- Alternatively, a $2.00 per share pay-out in cash
and/or debentures for those shareholders who wish
to reduce their equity investment in the Company in
the near future. This feature would be optional, at
each shareholder's discretion. No one would be
required to sell their shares at $2.00. This
pay-out would occur approximately six months after
the Committee replaces current senior management.
- When and if the CVR proposal is reintroduced, it
would include a financing commitment from a
reputable financial source which would "back stop"
the CVRs. It is contemplated that this financial
commitment would also cover the $2.00 per share
pay-out, although there would likely be a
limitation on the number of shares which could
participate.
o WHAT WILL THE THIRD QUARTER NUMBERS SHOW? The filing
deadline for the Company's 10Q for the quarter ended June 30, 1997, is August
15. Shareholders have a right to know the status of their Company on a timely
basis -- with the performance of North America and Australia presented
separately. The Committee urges Dominion Bridge to meet this filing deadline and
provide full and complete disclosure.
o THE COMPANY IS UNPROFITABLE IN NORTH AMERICA -- WHAT CAN THE
COMMITTEE DO? Aside from bringing in new management which is experienced in the
business, the Committee has negotiated with the principals of FirstKey Project
Technologies, Inc. to acquire that start-up company and its experienced
management team after the Committee obtains control of the Company. The
Committee believes that the critical path of the Company's revitalization lies
through quickly returning its Canadian activities to profitability. The best way
we've identified for doing so would be to acquire FirstKey for a reasonable
price and on reasonable terms, with a book of business and backlog that are
assured to bring in profits to the Canadian operation.
- The FirstKey transaction, which is subject to
approval by the Board and probably also
stockholders, would be a stepped transaction
whereby payment for the acquisition would take
place over time as
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its business plan develops into verified backlog to
produce sales and profits.
- Consequently, the acquisition would be
non-dilutive: profits per share would be projected
to go up, not down, because the value of the new
business from FirstKey would exceed the increase in
shares to be outstanding.
- Although FirstKey is a start-up company, with no
history of operations, its principals have
extensive and impressive backgrounds in the
engineering and construction business. Their past
record of revitalizing a major Canadian,
publicly-traded contractor amply demonstrates this,
as does the recent announcement (copy enclosed) of
a (US) $100 million contract for the Fieldboard
design and construction project.
o THE COMPANY IS SEEKING TO "MAXIMIZE SHAREHOLDER VALUE" --
BUT "WHERE'S THE BEEF?" For weeks the Company has been trying to forestall the
Committee's consent solicitation by claiming that it "is about to receive", or
"is considering", or "is planning to announce" all sorts of proposals which will
transform your common stock investment from a "sow's ear into a silk purse." Yet
nothing concrete has ever been announced, and we sadly suspect that nothing ever
will be. Recently, the Company was telling the press that the Board was
considering strategic investor proposals, in which a new investor would invest
money in the Company and thereby come to own a significant percentage. Great --
just what we need, continued dilution to shareholders' already downtrodden
investment. We believe it is time to call the Company's bluff: If there are any
credible proposals in hand, disclose them now to shareholders. Otherwise, there
is no alternative but to endorse the Committee's program by voting the WHITE
consent card.
o DOES THE COMPANY'S MANAGEMENT HAVE THE CREDENTIALS AND
CREDIBILITY TO RUN A PUBLIC COMPANY? We don't think so, but you are the ultimate
judge. Last week the Committee uncovered a secret vote-buying scheme being
engineered by Michel Marangere, as more fully detailed in the enclosed press
release. Now is the time to act to end these shenanigans, once and for all.
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If you haven't yet done so, please vote the WHITE consent card
in support of the Committee.* The only hope of revitalizing Dominion Bridge
Corporation comes from the Committee.
Very truly yours,
THE COMMITTEE TO REVITALIZE
DOMINION BRIDGE CORPORATION
John D. Kuhns
Chairman
Kenneth W. Mariash
President and
Chief Executive Officer
John R. Perry
Chief Financial Officer
John M. Dutton
Secretary
* To have your vote count this week, before the deadline, you need to call your
broker and ask him to call his proxy department. If you have any questions or
require assistance please call Georgeson & Company Inc. at (800) 223-2064.
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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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