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(Name of Registrant as Specified in Charter)
THE COMMITTEE TO REVITALIZE DOMINION BRIDGE CORPORATION
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THE COMMITTEE TO REVITALIZE DOMINION BRIDGE
PRESS RELEASE
FOR IMMEDIATE RELEASE
JULY 10, 1997
COMMITTEE UNVEILS BUSINESS PLAN, ANNOUNCES
SHAREHOLDERS INFORMATION MEETING TO INTRODUCE
NEW MANAGEMENT
New York, NY (July 11). The Committee to Revitalize Dominion Bridge
Corporation (NASDAQ): DBCO) announced today that it has filed a financial
summary of its proposed Business Plan for Dominion Bridge as part of its proxy
materials with the Securities and Exchange Commission. The Committee expects
that the fundamentals inherent in its Business Plan, including the new
management to implement it, will provide the means to restore the Company to
profitability.
To discuss its Business Plan and other related matters, the Committee
will hold its second informational meeting on July 16 at the Harvard Club in New
York at 3 P.M. All shareholders and media are invited. Shareholders are referred
to the Committee's SEC filings for complete information concerning the proposed
Business Plan.
Furthermore, the Committee announced that it has established its own
Web site on the Internet. The Committee's Web site address is
http://www.k4.com/dbcommittee. The proposed Business Plan, as well as all of the
Committee's other filed proxy materials and related documentation including its
press releases and its members' Email addresses, can be obtained at this site.
Most importantly, the proposed Business Plan incorporates the proposed
acquisition of FirstKey Project Technologies Inc., including their management,
based in large part on an earn out formula, and the related issuance to
shareholders of Contingent Value Rights (CVRs) that establish shareholder value
proposals announced by The Committee on July 2.
Mr. Clare Boudreau, Chairman, and Mr. Richard Morency, President and
CEO of FirstKey, who would become members of the Committee's senior management
upon assuming control, will be present to meet shareholders, as will the
founding members of the Committee's management team.
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Ken Mariash, President and CEO of the Committee noted, "presentation of
the Business Plan is to inform shareholders of the prospective operational
results under the Committee's new directions for Dominion Bridge Corporation.
Because of the experience of the Committee's management team, we believe that
Dominion Bridge will under our leadership possess the ability to operate as a
turnkey infrastructure provider, as opposed to its present status which limits
its activity to being a subcontractor."
Ken Mariash discussed the positive attributes of the acquisition of
FirstKey to the Business Plan, noting "...FirstKey, while a recently formed
design-build company, is a spin-off of one of Canada's oldest Canadian
industrial contractors, Bennett & Wright, formed over 120 years ago; these
senior managers were also some of the founders of the Bracknell Corporation, one
of Canada's most successful contractors. The FirstKey management team brings to
Dominion Bridge Corporation a group of highly qualified senior management
executives with solid credentials in general contracting, engineering, project
management, project development and financing, and business management in
general. The team has particular experience in mechanical and electrical
contracting, industrial process automation, power generation, pulp and paper,
steel industry, automotive industry, board manufacturing, oil and gas,
transportation, infrastructures, pollution control, and the operation and
maintenance of industrial facilities."
Mr. Mariash continued "FirstKey's Chairman, Clare Boudreau, has an
impressive record of business success, both as an owner of his own contracting
firm as well as general manager or vice president of such large construction
companies or industrial corporations as Standard Electric, Crona Group, Guy F.
Atkinson and State Group. Mr. Boudreau was instrumental from 1986 to 1994 in
transforming The Bracknell Corporation from an electrical contractor company to
a diversified international turnkey construction manager listed on the Toronto
Stock Exchange, including raising approximately C$60 million dollars through two
successful financings. At Bracknell, Mr. Boudreau's purview included the three
key multi-discipline areas of general contracting, operation and maintenance,
and project financing. From 1988 to 1991, Bracknell's stock price went from
C$0.50 to C$9.50".
"Richard Morency, President and C.E.O. of FirstKey," Mr. Mariash
continued, "was for 23 years a principal with one of the leading Canadian
engineering firms, the Roche Group from Quebec City. Mr. Morency successively
held executive positions in administration and finance, corporate and business
development, international projects, and engineering and construction
management, with particular emphasis on design-build projects. In January 1996,
he left his position as Senior Vice President for Industry and Construction to
join the Bennett & Wright organization as Executive Vice President of the
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EPCM Division, until its incorporation as FirstKey and its management buyout in
1997. He is a past Commissioner of the National Capital Commission in Ottawa and
was an active participant in Quebec's engineering and business communities,
before his relocation in Toronto."
Mr. Mariash further noted, "The FirstKey management team brings the
multi-discipline skills necessary to elevate Dominion Bridge to a design-build
capacity that will provide us with the competence to add substantial business
for Dominion Bridge in Canada and internationally. Mr. Boudreau and his team
have extensive experience internationally, working closely with Canada's project
export financing entities as well as with many of other leading project finance
institutions and corporations. Shareholders can look forward to a management
team, including the Company's existing qualified executives and the management
at McConnell Dowell, which can revitalize Dominion Bridge. Furthermore, not only
will FirstKey's US $600 million backlog be a substantial initial addition to
Dominion Bridge's revenues, but we believe that FirstKey will be able to expand
Dominion Bridge Inc.'s and Steen Becker's annual revenues as well, by an amount
which we estimate at over $75 million in the first year of operations."
"The Committee has also received a confidential report commissioned by
a third party containing a preliminary credit check of Dominion Bridge through
commercial sources" noted Mr. John Dutton, Secretary to the Committee. "We are
gravely concerned with the preliminary conclusion of this confidential report,
which indicates a rapid increase in the number of supplier notices against
Dominion Bridge for non-payment or late payment over the past 3-6 months. A
C.O.D. condition appears to also exist between Dominion Bridge and its major
suppliers, including its all important steel suppliers. Either the Board of
Directors is unaware of the Company's deteriorated cash situation or they are
being less than forthright with shareholders. In partial recognition of this and
other related problems, the Committee has provided for a $7.5 million provision
for write-downs of Company assets in 1997 in the Committee's Business Plan. With
this potentially worsening cash and credit crisis at the Company, together with
the danger of losing significant work if it is not resolved imminently, it is
critical that shareholders quickly return their signed white consent cards so
that the Committee can move to implement its revitalization plan before it is
too late."
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