DOMINION BRIDGE CORP
10-Q/A, 1997-09-18
HEAVY CONSTRUCTION OTHER THAN BLDG CONST - CONTRACTORS
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

   
                                    FORM 10-Q/A
    

[  X  ]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                           THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997

[     ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                           THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE TRANSITION PERIOD FROM _________ TO ____________

                           DOMINION BRIDGE CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                             <C>                                    <C>
               DELAWARE                                1-10372                              23-2577796
       (State of Incorporation)                 (Commission File No.)                      (IRS Employer
                                                                                        Identification No.)
</TABLE>

                              500 NOTRE DAME STREET
                                    3RD FLOOR
                         LACHINE, QUEBEC, CANADA H8S 2B2
                     (Address of principal executive office)

Registrant's telephone number, including area code:  (514) 634-3550

                                 NOT APPLICABLE
                   (Former name, if changed since last report)

Check whether the Registrant: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

                (1)       Yes         X            No ______
                (2)       Yes         X            No ______
<PAGE>   2
        APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

Check whether the registrant has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.

                             Yes X No __

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

   
The number of shares outstanding of the Registrant's sole class of common stock,
as of September 12, 1997, is 31,447,648.
    

<PAGE>   3
                           DOMINION BRIDGE CORPORATION

                                      INDEX

   
<TABLE>
<CAPTION>
                                                                                              PAGE
<S>          <C>                                                                             <C>
                                                                                             
PART II      OTHER INFORMATION

             Item 6.           Exhibits and Reports on Form 8-K                                3
</TABLE>
    

                                                   2
<PAGE>   4
   
    

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits

   
<TABLE>
<CAPTION>
                    Exhibit No.      Description
                    -----------      -----------
<S>                                  <C>
                    11               Computation of Earnings Per Share
</TABLE>
    

   
    

   
                                   3
    

<PAGE>   5
                                   SIGNATURES

   
         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Form 10-Q/A to be signed on its behalf by
the undersigned, thereunto duly authorized.
    

   
<TABLE>
<S>                                                                            <C>
DOMINION BRIDGE CORPORATION


By: /s/ Michel L. Marengere                                                    Dated:  September 15, 1997
   --------------------------------------------------
     Michel L. Marengere
     Chairman of the Board
     Chief Executive Officer
     (Principal Executive Officer)



By:  /s/  Robert Chartier                                                       Dated:  September 15, 1997
   --------------------------------------------------
     Robert Chartier
     Vice President and Interim Chief
     Financial Officer
     (Principal Financial
     and Accounting Officer)
</TABLE>
    

   
                                      4
    

<PAGE>   6
                                  EXHIBIT INDEX

   
<TABLE>
<CAPTION>
Exhibit No.             Description
- -----------             -----------
<S>                     <C>
11                      Computation of Earnings Per Share
</TABLE>
    



<PAGE>   1
                                   EXHIBIT 11

DOMINION BRIDGE CORPORATION
COMPUTATIONS OF EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
(In thousands of U.S. dollars except share data)

<TABLE>
<CAPTION>
                                              3 MONTHS            3 MONTHS
                                                ENDED              ENDED          YEAR TO DATE      YEAR TO DATE
                                            JUNE 30, 1997      JUNE 30, 1996     JUNE 30, 1997     JUNE 30, 1996
                                            -------------      -------------     -------------     -------------
 <S>                                           <C>                <C>               <C>               <C>
 Income applicable to common stock                    470                251             (981)             4,410

 Primary shares:
      Average number of common shares
      outstanding during the period
                                               29,003,648         16,043,055        28,379,268        15,704,728

      Common-equivalent shares
      attributable to options and
      deferred stock                                                 290,106            71,093           669,857
                                               --------           ----------        ----------        ----------

      Total common and
      common-equivalent shares                 29,003,648         16,333,161        28,450,361        16,374,585
                                               ==========         ==========        ==========        ==========

 Primary earnings per common and
 common-equivalent share                             0.02               0.02            (0.03)              0.27
</TABLE>


<TABLE>
<CAPTION>
                                              3 MONTHS           3 MONTHS
                                                ENDED             ENDED          YEAR TO DATE      YEAR TO DATE
                                             JUNE 30, 1997     JUNE 30, 1996     JUNE 30, 1997     JUNE 30, 1996
                                             -------------     -------------     -------------     -------------
 <S>                                           <C>                <C>               <C>               <C>
 Income applicable to common stock                    470                251             (981)             4,410

 Fully diluted shares:
      Average number of common shares
      outstanding during the period
                                               29,003,648         16,043,055        28,379,268        15,704,728

      Common-equivalent shares
      attributable to options and
      deferred stock                                               8,589,395           514,550         4,068,020

      Dilutive preferred shares                                                                               
                                               ----------         ----------        ----------        ----------

      Total common and
      common-equivalent shares                 29,003,648         24,632,450        28,893,818        19,772,748
                                               ==========         ==========        ==========        ==========

 Fully diluted earnings per common
 and common-equivalent share                         0.02               0.01            (0.03)              0.22
</TABLE>


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