<PAGE> 1
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 [X]
Filed by a Party other than the Registrant [ ]
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 14a-12
- --------------------------------------------------------------------------------
Dominion Bridge Corporation
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the 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)(4) 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 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:
- --------------------------------------------------------------------------------
<PAGE> 2
THE KUHNS COMMITTEE PROPOSAL
EMPTY PROMISES
COMMITTEE'S SUPPLEMENTAL MATERIALS CONFIRM
NO SUBSTANCE, NO SHAREHOLDER VALUE
AND
STILL NO FUNDING INFORMATION
FOR THE US $106 MILLION OF PROMISES
Dear Fellow Shareholder:
Finally, on August 6, 1997, the Kuhns Committee filed a third
supplement to its proxy statement providing additional information regarding its
so-called "plan" for Dominion Bridge Corporation. The supplemental materials,
while still incomplete, confirm what the Company's board and management have
said all along. We are writing to reconfirm the Company's opposition to the
Kuhns Committee proposal and to urge you to sign the enclosed green revocation
card.
The Kuhns supplemental material confirms that the Kuhns Committee
has been misleading shareholders throughout the entire consent solicitation
campaign. SIMPLY PUT, THE COMMITTEE HAS NO BUSINESS PLAN. LOOK AT THE CENTRAL
ELEMENTS OF THE COMMITTEE'S "PLAN:"
FIRSTKEY A RISKY START-UP
The Kuhns Committee's latest material confirms that FirstKey Project
Technologies Inc. ("FIRSTKEY"), the cornerstone of their "plan," is a START-UP.
There is NO US $600 MILLION BACKLOG AS ORIGINALLY REPRESENTED. There is NO PROOF
of BONDING. There is NO PROOF of CORPORATE or PROJECT FINANCING.
The Kuhns Committee does not reveal where the money is coming from for the
acquisition of the FIRSTKEY start-up: WHAT is the REAL COST to DBC shareholders?
WHY should DBC shareholders pay for a CONTINGENT acquisition? This is no time
for a start-up! This is time for CONSOLIDATION.
THE MCCONNELL DOWELL CORPORATION ("MDC") PRIVATIZATION IS
RISKY AND UNLIKELY
The Kuhns Committee finally admits the improbability of privatizing MDC and
confirms the risk under Australian law. The Kuhns Committee previously portrayed
this transaction as a "shoe in" and has now BACKTRACKED and is saying what DBC
has told DBC shareholders all
-1-
<PAGE> 3
along. The Kuhns Committee approach to MDC is superficial, poorly researched and
reflects a misrepresentation of the benefits MDC can provide to Dominion Bridge.
The Kuhns Committee finally confirms that the acquisition would cost $55 million
for the 35% minority interest, which is more than what DBC paid for its initial
78% interest. Furthermore, there is still no indication of WHERE the funding
would come from.
The Kuhns Committee's aspiration to GRAB MDC CASH for their own corporate
purpose demonstrates a TOTAL LACK of understanding of MDC's needs for financing,
bonding and growth.
THE CONTINGENT VALUE RIGHTS ("CVR") OFFER NO GUARANTEE OF
VALUE
As the Kuhns Committee supplemental materials now finally admit, the present DBC
shareholders would have to keep their DBC shares indefinitely before benefiting
from the VCRs. Furthermore, the Kuhns Committee admits that their CVR plan is
completely unfunded.
WHAT is the actual value of a CVR? WHAT is the CVR's future value? WHAT would
happen in the event of default of the CVR?
KUHNS PROPOSED MANAGEMENT POSES MORE CONFLICTS
AND QUESTIONS
John Perry, the proposed chief financial officer for the Kuhns Committee, is a
Canadian chartered accountant who has provided over $600,000 in services to the
Company over the past three years. By participating in the solicitation of the
Committee, John Perry is in a professional conflict of interest under the
Canadian Institute of Chartered Accountants Code of Conduct. Furthermore, John
Perry has always stated to DBC that his family priorities prohibited him from
working full-time at the DBC Head Office in Montreal. How will he address this
issue if the Kuhns Committee succeeds?
Ask yourself as well about another member of the Kuhns Committee management
team. While Clarence Boudreau, Chairman of FIRSTKEY, effectively has many
successes to his credit, can he explain:
- The $32 million fiasco surrounding a co-generation project in the city
of Cardinal, Ontario?
- The multi-million dollar loss in the Medium-Density Fiber Board
project in Pembroke, Ontario?
- The facts surrounding his departure from Total Construction Solutions,
a company forming part of Bracknell Corporation?
- Why Bracknell stock plunged from over $9.00 to approximately $2.00
while
-2-
<PAGE> 4
he was a top executive at Bracknell?
THE KUHNS COMMITTEE HAS ABUSED THE SYSTEM
John Dutton's deposition confirms that the Kuhns Committee has been using highly
confidential INSIDER information. These projections include numerous items which
are identical to DBC's internal projections which were prepared by John Dutton
for DBC while he was an officer of DBC's subsidiary.
The Kuhns Committee's projections repeatedly use the term "AS FILED WITH THE
SEC" in an attempt to make shareholders believe that the Kuhns Committee's
projections have been approved by the SEC, which they have not.
CONSIDER THE LEGAL IMPLICATIONS
DBC has obtained independent legal opinions confirming that the Kuhns
Committee's consent solicitation and the proposed by-laws are illegal under
Delaware law. During the lengthy court process, the Company would be in a
corporate gridlock and could not function in a normal operating manner.
INSTITUTIONAL SHAREHOLDER SERVICES (SM) ("ISS")
ISS reconfirmed its original recommendation to vote AGAINST the Kuhns Committee.
ISS concluded that "Mr. Kuhns' promise(d) not to oppose any valid offers for the
company that would maximize shareholder value. We contend that the Committee's
by-laws would make it almost impossible for the company's board to consider any
offers independently. By the Committee's own admission, its by-laws would
severely limit the powers of the board of directors and are intended to
encourage the directors to resign." (See ISS's analysis dated July 18, 1997 for
full description of the proposed by-laws).
THE KUHNS COMMITTEE IS OPPOSED TO THE BOARD'S DECISION TO
ENTER INTO A TRANSACTION TO ENHANCE STOCKHOLDER VALUE
The Kuhns Committee's Secretary, John Dutton, confirmed in the Montreal Gazette
that the Kuhns Committee, if successful in their consent solicitation, would not
sell DBC for a period of 12 to 18 months.
We quote, "Dutton said Dominion Bridge is in such dire straits that shareholders
will not get fair value from a sale and will be better off installing new
management. If shareholders oust the current management, they can always decide
to accept a purchase offer when Company prospects improve in a year or 18
months, Dutton said. If you're going to sell your house, you fix the leaky roof
before you sell it."
This is another flagrant demonstration of the disrespect shown by the Kuhns
Committee for
-3-
<PAGE> 5
DBC shareholders. This misrepresentation is sufficient for the DBC shareholders
to put pressure on the Kuhns Committee to STOP this irresponsible consent
process.
THE COMMITTEE'S DAMAGE TO THE COMPANY
The Kuhns Committee filed its consent solicitation on May 23, 1997, commissioned
a credit check on DBC and at the same time, engaged in corporate terrorist acts
aimed at destabilizing DBC by contacting its clients, its employees, and its
suppliers, spreading lies, innuendoes and allegations. These self-serving acts,
together with the Kuhns Committee "whisper campaign" were pre-meditated and
aimed only at undermining the operations of the Company without bringing any
value to those shareholders who have a real stake in DBC.
THE EXPLORATION OF A TRANSACTION BY LEGG MASON IS THE
SHAREHOLDERS' BEST BET
The Kuhns Committee DOES NOT HAVE REAL ANSWERS and DOES NOT HAVE ANY MONEY to
finance their plan. This is not a TAKE-BACK, this is a TAKE-UNDER!
These are the reasons why the Kuhns Committee did not resubmit their business
plan to Legg Mason for a fairness opinion.
Instead, we ask the DBC shareholders to provide DBC and its Board of Directors
with their full support and cooperation in their current accelerated mandate
with Legg Mason to review strategic alternatives to enhance shareholder value.
We thank our stockholders for their support of the Company and the Board.
Very truly yours,
Michel L. Marengere Nicolas Matossian
Chairman and Chief Executive Officer President and Chief Operating Officer
IF YOU HAVE ALREADY SIGNED A WHITE CONSENT CARD, PLEASE SIGN AND SEND THE GREEN
REVOCATION CARD NOW!
IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT MORROW & CO., INC.
(212) 754-8000 / 1-800-662-5200
-4-
<PAGE> 6
FOR IMMEDIATE RELEASE NEWS RELEASE
FROM: Larry Stouffer COMPANY: Francois Morin
PORTER, LEVAY & ROSE, INC. (514) 634-3550
(212) 564-4700
DBC ANNOUNCES CHIEF FINANCIAL OFFICER
FOR ITS NORTH AMERICAN OPERATIONS
MONTREAL, CANADA, August 13, 1997 Dominion Bridge Corporation
(NASDAQ/NMS: DBCO; VSE: DMO.U), ("DBC") announces the appointment of Mr. Andre
Marsan, CA as Chief Financial Officer for its North American engineering,
construction business. This group unites under one delivery capability Dominion
Bridge, Inc., ("DBI"), Steen Contractors Ltd. ("STEEN"), and the Pipeline
Division.
Mr. Marsan joined DBC Monday, August 11, 1997. In his new
capacity as Chief Financial Officer, he will be responsible for all financial
and accounting matters in the recently integrated construction and engineering
operations in North America.
Mr. Marsan brings to DBC a wealth of industry experience and
financial expertise in the engineering, construction and manufacturing business.
He was previously employed as a CFO in the industry by a major North American
competitor to DBI. In his past employments, he has had the opportunity to manage
international large-scale budget operations and was also responsible for the
implementation of state-of-the-art accounting and information systems in those
operations.
Mr. Marsan is a CA and a member of the Canadian Institute of
Chartered Accountants and started his career as an auditor. He is well versed in
audit practices using US as well as CDN GAAP and his accounting and industry
experience have spanned Europe and North America.
DBC Chairman, Michel L. Marengere expressed the Board's pleasure
in the selection of Mr. Marsan as "an excellent choice of industry expertise in
an area where we project significant growth." President and Chief Operating
Officer Nicolas Matossian stated that Dominion Bridge Inc., Steen Contractors
Limited and the Pipeline Division will operate as a single three divisional unit
in North America, patterned after the highly successful model for McConnell
Dowell Corporation. One of Mr. Marsan's major priority and responsibility will
be the integration and update of financial and information systems for the
overall unit."
Dominion Bridge was established in 1879. The Company is active in
the international engineering and infrastructure markets. It manages projects
and operates facilities in North and South America, Europe and the Asia Pacific.
The Company, together with its subsidiaries, employs more than 6,500 people,
with this year's anticipated revenues of over US $600 million consolidated
backlog is approximately US $500 million.
Dominion Bridge Corporation's subsidiaries are Dominion Bridge, Inc., Steen
Becker, Inc. and Davie Industries. Its Australia subsidiary, McConnell Dowell
Corporation is a major Asia Pacific engineering firm.
<PAGE> 7
FROM: L. B. STAUFFER THOMAS D. GIBSON, MEDIA CONSULTANT
PORTER, LE VAY & ROSE, INC.
(212) 564-4700
COMPANY FRANCOIS MORIN
CONTACT: (514) 634-3550
FOR IMMEDIATE RELEASE
KUHNS COMMITTEE REQUIRED TO FILE DISCLAIMER ON ITS
AUGUST 8TH PRESS RELEASE
MONTREAL, CANADA, AUG. 11 -- Dominion Bridge Corporation
(NASDAQ/NMS: DBCO; VSE: DMO.U) today issued the following statement:
On Friday, August 8th at 12:25 p.m., the Kuhns Committee issued a
press release falsely accusing Dominion Bridge Corporation ("DBC") of proxy
violation and the company's chairman of an illegal "secret vote buying scheme".
This press release containing numerous defamatory statements was sent to the SEC
office of Mergers & Acquisitions by the Kuhns Committee only minutes before its
release to the public. At approximately 12:45 p.m., Kuhns Committee member John
Perry called the company's securities counsel, falsely stating that the SEC was
investigating the Kuhns Committee's allegation. Omitted from the original press
release was the following disclaimer required by the SEC, "Although the
Committee has today asked the Securities and Exchange Commission ("SEC") to
investigate the matters referred to in the press release, no inference should be
drawn that the SEC will, in fact, undertake any such investigation, or that the
SEC has any viewpoint with respect to the allegations made by the Committee."
-more-
<PAGE> 8
-2-
The company received several reports from stockholders that the
Kuhns Committee had faxed copies of the press release and made numerous
telephone calls to stockholders repeating the allegations in its press release
and again falsely stating that the SEC had commenced an enforcement
investigation into the Kuhns Committee's allegations. The Kuhns Committee's
allegations were parroted in the Montreal press without further verification,
thus propagating these falsehoods further to the company's shareholders, clients
and employees.
The company totally denies the Kuhns Committee's slanderous
allegations and the company and its management have no knowledge of any SEC
investigation in process.
To the contrary, in response to SEC comments, the Kuhns Committee
was required to disclose through its mailing, material facts in its proxy
solicitation relative to the Kuhns Committee business plan. These amended
materials have never been sent to the company's stockholders. Company Counsel
commented that "The shareholders have a right to the truth and full disclosure
and the regulatory authorities is not about to tolerate a public slander
campaign by a dissident group who are willing to cross the line of legality in a
desperate attempt to attract the attention of the media and obtain votes from
shareholders who know that the Kuhns Committee rantings bring no value to the
company."
Dominion Bridge was established in 1879. The company is active in
the international engineering and infrastructure markets. It manages projects
and operates facilities in North and South America, Europe and The Asia Pacific.
The company, together with its subsidiaries, employs more that 6,500 people,
with this year's anticipated revenues of over US $600 million. Consolidated
backlog is approximately US $500 million.
Dominion Bridge Corporation's subsidiaries are Dominion Bridge,
Inc., Steen Becker, Inc. and Davie Industries. Its Australia subsidiary,
McConnell Dowell Corporation, is a major Asia Pacific engineering firm.
##########
1997
This news release is neither approved nor disapproved by the
Vancouver Stock Exchange.
