<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
---------
Dominion Bridge Corporation
--------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.001 per share
--------------------------------------------------------
(Title of Class of Securities)
0002571921
--------------------------------------------------------
(CUSIP Number)
Douglas A. Gerrard, Deere Parke Equities, L.L.C., 650 Dundee Road, Suite 460,
Northbrook, IL 60062; Telephone no. (847) 509-8500
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 7, 1997
--------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box: / /
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. SEE Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No.: 0002571921
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Deere Park Equities, L.L.C.
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/(1)
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
WG/OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
2,110,100
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
0
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
2,110,100
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,110,100
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
00
- -------------------------------------------------------------------------------
- ------------------------
(1) The filing person is also filing this Schedule 13D in its individual
capacity.
<PAGE>
CUSIP No.: 0002571921
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Douglas A. Gerrard
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/(2)
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
2,110,100
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
0
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
2,110,100
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,110,100
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
- ------------------------
(2) The filing person is also filing this Schedule 13D in his individual
capacity.
<PAGE>
CUSIP No.: 0002571921
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
STG Investments, Ltd.
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Liberia
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
0
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
0
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No.: 0002571921
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Leonard Feldman
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
0
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
0
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No.: 0002571921
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Michel L. Marengere
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/(3)
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 825,000
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
1,659,792
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
825,000
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
1,659,792
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,484,792
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
- ------------------------
(3) The filing person is filing a separate Schedule 13D in his individual
capacity on the date hereof.
<PAGE>
CUSIP No.: 0002571921
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Fidutech Technologies, Inc.
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/(4)
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
1,659,792
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
0
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
1,659,792
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,659,792
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
- ------------------------
(4) The filing person is filing a separate Schedule 13D in its individual
capacity on the date hereof.
<PAGE>
CUSIP No.: 0002571921
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Nicolas Matossian
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 446,000
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
204,000
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
446,000
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
204,000
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
650,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No.: 0002571921
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Greyhorse Resources (Canada) Ltd.
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
204,000
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
0
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
204,000
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.7%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No.: 0002571921
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Chris Theodoropoulos
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 245,000
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
0
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
245,000
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
245,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.8%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No.: 0002571921
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Olivier Despres
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 175,000
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
0
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
175,000
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.6%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No.: 0002571921
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
J. Arthur Gelinas
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 220,000
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
0
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
220,000
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
220,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.8%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No.: 0002571921
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Robert Chartier
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 130,000
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
0
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
130,000
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.4%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No.: 0002571921
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Jacques Delorme
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 146,868
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
5,000
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
146,868
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
5,000
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
151,868
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.5%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No.: 0002571921
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Servidel Inc.
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
5,000
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
0
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
5,000
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.02%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No.: 0002571921
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Vitold Jordan
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 70,000
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
0
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
70,000
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No.: 0002571921
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Ted Shtym
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 70,000
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
0
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
70,000
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No.: 0002571921
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Rosalba Nespeca
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 35,500
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
0
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
35,500
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,500
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No.: 0002571921
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Micheline Prud'homme
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 105,000
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
0
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
105,000
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.4%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No.: 0002571921
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Rene Amyot
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) /X/
OF A GROUP (b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 100,000
BY EACH REPORTING --------------------------------------------------
PERSON WITH (8) SHARED VOTING POWER
0
--------------------------------------------------
(9) SOLE DISPOSITIVE POWER
100,000
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Class A Common Stock, par value $.001 per
share (the "Common Stock"), issued by Dominion Bridge Corporation, a Delaware
corporation (the "Company"), with principal executive offices located at 500
Notre Dame Street, 3rd Floor, Lachine, Quebec CANADA H8S 2B2.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Deere Park Equities, L.L.C., an Illinois
limited liability company (the "LLC"); Douglas A. Gerrard, an individual of
United States citizenship who is a Class A Member and the managing member of
the LLC ("Gerrard"); STG Investments, Ltd., a Liberian corporation which is a
non-managing Class C Member of the LLC ("STG"); Leonard Feldman, an
individual of United States citizenship ("Feldman"); Michel L. Marengere, an
individual of Canadian citizenship ("Marengere"); Fidutech Technologies,
Inc., a Canadian corporation ("FTI"); Nicolas Matossian, an individual of
Canadian citizenship ("Matossian"); Greyhorse Resources (Canada) Ltd., a
Canadian corporation ("Greyhorse"); Chris Theodoropoulos, an individual of
Canadian citizenship ("Theodoropoulos"); Olivier Despres, an individual of
Canadian citizenship ("Despres"); J. Arthur Gelinas, an individual of
Canadian citizenship ("Gelinas"); Robert Chartier, an individual of Canadian
citizenship ("Chartier"); Jacques Delorme, an individual of Canadian
citizenship ("Delorme"); Servidel Inc., a Canadian corporation ("Servidel");
Vitold Jordan, an individual of Canadian citizenship ("Jordan"); Ted Shtym,
an individual of Canadian citizenship ("Shtym"); Rosalba Nespeca, an
individual of Canadian citizenship ("Nespeca"); Micheline Prud'homme, an
individual of Canadian citizenship ("Prud'homme"); and Rene Amyot, an
individual of Canadian citizenship ("Amyot"). The controlling person of STG
is Consolidated Nominees Limited, a British Virgin Islands company
("Consolidated Nominees"). Information required by this Item 2 with respect
to the executive officers and directors of STG is set forth on Schedule A
hereto. Marengere is the sole executive officer and director, and the
controlling shareholder, of FTI. Amyot is a minority shareholder of FTI.
Matossian is the sole executive officer, director and shareholder of
Greyhorse. Delorme is the sole executive officer, director and shareholder
of Servidel. The LLC, Gerrard, STG, Feldman, Marengere, FTI, Matossian,
Greyhorse, Theodoropoulos, Despres, Gelinas, Chartier, Delorme, Servidel,
Jordan, Shtym, Nespeca, Prud'homme and Amyot are sometimes collectively
referred to herein as the "Group" and, individually, as "Group Members." Any
disclosures herein with respect to persons other than Group Members are made
on information and belief after making inquiry to the appropriate party.
This Statement is also filed by each of the LLC and Gerrard in their
individual capacities.
(b) The address of the LLC, and the business address of Gerrard and
Feldman is Deere Park Equities, L.L.C., 650 Dundee Road, Suite 460,
Northbrook, IL 60062. The address of STG is 80 Broad Street, Monrovia,
Liberia. The address of Consolidated Nominees is Road Town, Tortola, British
Virgin Islands. The business address of Marengere, FTI, Matossian,
Greyhorse, Theodoropoulos, Despres, Gelinas, Chartier, Delorme, Jordan,
Shtym, Nespeca, Prud'homme and Amyot is c/o Dominion Bridge Corporation, 500
Notre Dame Street, 3rd Floor, Lachine, Quebec CANADA
<PAGE>
H8S 2B2. The address of Servidel is 142 Abbott Avenue, Suite 100, Westmount
CANADA H37 2H9.
(c) The LLC is a registered broker-dealer engaged in the investment
business. Gerrard's principal occupation is investment management. The
principal business of STG is investment consulting. Consolidated Nominees is a
nominee company. Feldman is a consultant. Marengere, Matossian,
Theodoropoulos, Despres, Gelinas, Chartier, Delorme, Jordan, Shtym and Nespeca
are all principally engaged as officers and/or employees and, in the case of
Marengere and Matossian, as directors, of the Company. Amyot is also a director
of the Company and is engaged in the practice of law. The principal business of
each of FTI and Servidel is investing in securities. The principal business of
Greyhorse is investing in securities and holding oil and gas interests.
(d) Neither any of the Group Members, nor Consolidated Nominees nor any
person listed on Schedule A hereto has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither any of the Group Members, nor Consolidated Nominees nor any
person listed on Schedule A hereto has, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used by the LLC and Gerrard in acquiring the
2,110,100 shares of Common Stock beneficially owned by each of them, and by the
Group in acquiring the, 6,547,260 shares of Common Stock beneficially owned by
it, is as follows:
Pursuant to the terms of an Operating Agreement, dated as of December 1,
1995, between the LLC and Gerrard (the "Operating Agreement"), a copy of which
is attached hereto as Exhibit 1 and incorporated herein by reference,
third-party investors may be admitted as Class C Members of the LLC from time to
time. On August 7, 1997, STG made a capital contribution to the LLC in the form
of equity securities of a publicly-traded corporation and, in connection
therewith, entered into an Admission Agreement, dated as of August 7, 1997,
between the LLC and STG (the "Admission Agreement"), a copy of which is attached
hereto as Exhibit 2 and incorporated herein by reference, pursuant to which STG
was admitted to the LLC as a Class C Member. The LLC, using credit made
available to it by its clearing firm, supported by the additional capital
contributed by STG, then purchased an aggregate of 1,850,000 shares of the
Company's Common Stock from certain institutional holders in a private
transaction at a price of $2.015 per share (the "Privately Purchased Shares").
<PAGE>
In addition, between August 1, 1997 and the date hereof, the LLC, using its
working capital, acquired 260,100 shares of Common Stock in the open market at
an aggregate purchase price of $466,563.49 (the "Market Shares"). See Item 5(c)
hereof.
Under the Operating Agreement, as supplemented by the Admission Agreement,
STG will be allocated two-thirds of the profits, subject to certain adjustments,
and all of the losses derived by the LLC from the Privately Purchased Shares but
none of the profits or losses derived by the LLC from the Market Shares.
Gerrard, as the Class A Member of the LLC, will be allocated one-third of the
profits but none of the losses derived by the LLC from the Privately Purchased
Shares and all of the profits and losses derived by the LLC from the Market
Shares.
Under the Operating Agreement, as supplemented by the Admission Agreement,
STG, as a Class C Member, does not have the right to direct either the voting or
the disposition of the Company's Common Stock held by the LLC. As a
consequence, neither STG, Consolidated Nominees or any person listed on Schedule
A hereto beneficially owns any shares of the Company's Common Stock.
Each of the following Group Members was granted options to purchase the
number of shares of Common Stock set forth opposite his or her name by the
Company in consideration for his or her employment with the Company:
Marengere 825,000
Matossian 400,000
Theodoropoulos 225,000
Despres 175,000
Gelinas 200,000
Chartier 110,000
Delorme 120,000
Jordan 50,000
Shtym 50,000
Nespeca 20,000
Prud'homme 105,000
In addition, Amyot was granted options to purchase 100,000 shares of Common
Stock by the Company in consideration for his services as the Company's attorney
and as a director of the Company.
Marengere acquired 1,659,792 of the shares of Common Stock beneficially
owned by him, as the controlling shareholder of FTI, as follows: On June 25,
1993, after filing for bankruptcy the prior year, the Company filed with the
bankruptcy court an amended plan of reorganization (the "Plan of
Reorganization"). The Plan of Reorganization included an agreement (the "Edinov
Agreement") between the Company and Edinov Corporation, a Canadian corporation,
the capital stock of which was publicly traded in Canada ("Edinov"). The Edinov
Agreement stipulated that, upon the date of effectiveness of the Plan of
Reorganization and pursuant to a Plan of Arrangement under the Business
Corporations Act of Canada, the
<PAGE>
Company would issue shares of its Common Stock to the shareholders of Edinov in
exchange for all outstanding shares of Edinov's capital stock. On
September 30, 1993, the Plan of Reorganization became effective, and FTI, as a
shareholder of Edinov, received 1,659,792 shares of the Company's Common Stock.
The following Group Members purchased or otherwise acquired the number of
shares of Common Stock set forth below opposite their names at various times
during the course of their employment with the Company. No such purchases were
made during the past 60 days except as set forth on Schedule B hereto.
Matossian 46,000
Greyhorse 204,000
Theodoropoulos 20,000
Gelinas 20,000
Chartier 20,000
Delorme 26,868
Servidel 5,000
Jordan 20,000
Shtym 20,000
Nespeca 15,500
ITEM 4. PURPOSE OF TRANSACTION.
Each of the Group Members acquired his, her or its shares of Common Stock
for investment purposes. The Group was subsequently formed by the Group
Members with the intention of combining the holders of a significant minority
interest in the Company so as to attempt to cohesively exercise greater
influence over the policies and direction of the Company and implement
management's strategic plan for the Company. The Group Members intend to
continually assess the market for the Common Stock, as well as the Company's
financial position and operations. None of the Group Members has any plans
to acquire additional shares of Common Stock at the present time, but they
may determine to acquire additional shares in the future depending on, among
other things, the prevailing market price of the Common Stock and their
assessment of the Company's business and prospects. The Group Members may
also determine, from time to time or at any time, to sell or otherwise
dispose of some or all of the Common Stock, depending on the same factors.
In making any such determination, the Group Members will consider their goals
and objectives, other business opportunities available to them, as well as
general economic and stock market conditions. The foregoing actions may be
taken by one or more of the Group Members and, while currently there are no
plans to do so, possibly in combination with others.
The Company's management, consisting of Marengere, Matossian,
Theodoropoulos, Despres, Gelinas, Chartier, Delorme, Jordan, Shtym and
Nespeca (collectively, "Management"), is currently involved in a proxy
contest for control of the Company with the Committee to Revitalize Dominion
Bridge Corporation, consisting of certain shareholders of the Company (the
"Committee," no member of which is a Group Member). Commencing during the
summer of 1997, Marengere began investigating arrangements through which
Management could seek to (i) increase
<PAGE>
its equity ownership in the Company, including, without limitation, through
the exercise of options held by management which would have the added benefit
of contributing working capital to the Company, (ii) obtain additional
capital for the Company and (iii) expand its influence on the direction and
policies of the Company. On various dates throughout the month of August
1997, Gerrard and representatives of STG engaged in discussions with
representatives of Management and the Committee, with a view to assessing the
respective positions of Management and the Committee. Such efforts by
Management and discussions between Gerrard and representatives of STG
resulted in a Letter Agreement (the "Letter Agreement"), dated August 19,
1997, among the LLC, Marengere and Matossian (the "Executive Shareholders"),
a copy of which is attached hereto as Exhibit 3 and incorporated herein by
reference.
Pursuant to the terms of the Letter Agreement, the LLC will contribute
the Privately Purchased Shares and the Market Shares to a newly-formed
partnership or similar entity ("Newco"). The LLC will lend to the Executive
Shareholders an aggregate amount of $4,760,000, subject to the appointment of
two nominees designated by the LLC to the Company's Board of Directors and
certain other conditions, which amount will be allocated among Management to
allow Management, Prud'homme and Amyot to exercise options held by them for
2,380,000 shares of Common Stock (the "Option Shares"). The loan will be
evidenced by a five-year promissory note to be issued by the Executive
Shareholders to the LLC (the "Note"). When issued, the Option Shares will be
contributed to Newco by the members of Management, and the obligations under
the Note will be assumed by Newco. The Note will be secured, when assigned
to Newco, by all of the Privately Purchased Shares, the Market Shares and the
Option Shares (collectively, the "Newco Shares") and will be subject to a
limited recourse guaranty of the Executive Shareholders secured by a pledge
of 500,000 additional shares owned by the Executive Shareholders (the
"Guaranty Shares"). The Note will be payable with the Option Shares and, to
the extent that the Option Shares are insufficient to provide for payment in
full of the Note, with the Guaranty Shares and, to the extent of any
remaining insufficiency, with the Privately Purchased Shares and the Market
Shares.
The Letter Agreement requires Management, Prud'homme and Amyot to grant
proxies or similar rights to Newco with respect to the 2,057,160 shares of
Common Stock currently held by Management (which amount includes the Guaranty
Shares), and the LLC, Management, Prud'homme and Amyot to grant to Newco a
voting proxy with respect to any additional shares of the Company's Common
Stock acquired at any time prior to or during the existence of Newco.
The Letter Agreement provides that Newco will be managed by Gerrard,
Feldman, Marengere and Matossian, who will be required to vote unanimously
with respect to the voting and, with certain exceptions, disposition of the
Newco Shares, the voting of proxies for other shares controlled by Newco, and
other matters concerning the business, operation and management of Newco.
Newco will have a five-year term, subject to early termination in certain
circumstances. Pursuant to the Letter Agreement, the Option Shares, or
proceeds thereof, not used for payment of the Note will be allocated 30% to
the LLC and 70% to the Executive Shareholders, and the Privately Purchased
Shares and the Market Shares, or the proceeds thereof, not used for payment
of the Note, will be allocated 60% to the LLC and 40% to the Executive
Shareholders.
<PAGE>
Except as set forth above, none of the Group Members has any plans or
proposals which relate to or would result in any of the following:
(a) The acquisition of additional securities of the Company, or the
disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company;
(c) A sale or transfer of a material amount of assets of the Company;
(d) Any material change in the present capitalization or dividend policy
of the Company;
(e) Any other material change in the Company's business or corporate
structure;
(f) Changes in the Company's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(g) A class of securities of the Company being delisted from a national
securities exchange or ceasing to be authorized to be quoted on an inter-dealer
quotation system of a registered national securities association;
(h) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934 (the "Exchange Act"); or
(i) Any action similar to those enumerated above.
Although, except as disclosed herein, none of the Group Members has any
plans or proposals to engage in any of the transactions specified in paragraphs
(a) through (i) of this Item 4, one or more of such persons may consider
proposing to the Company one or more acquisitions, divestitures, business
combinations, financings or other of such transactions in the future depending
upon factors including, but not limited to, developments with respect to the
proxy contest between Management and the Committee, the market for the Company's
Common Stock, the Company's prospects, alternative investment opportunities,
general economic, business and monetary conditions, as well as other factors
deemed relevant from time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate percentage of shares of Common Stock reported owned by
each person herein is based upon 29,052,648 shares outstanding, which is the
total number of shares of Common Stock outstanding on August 5, 1997, as
reported by the Company in its Form 10-Q for the period ending June 30, 1997,
filed with the Securities and Exchange Commission on August 14, 1997.
<PAGE>
Each of the LLC and Gerrard beneficially owns 2,110,100 shares of
Common Stock, representing approximately 7.3% of the number of issued and
outstanding shares of Common Stock as of August 5, 1997.
The Group beneficially owns 6,547,260 shares of Common Stock,
representing approximately 20.9% of the number of issued and outstanding
shares of Common Stock as of August 5, 1997.
Marengere beneficially owns 2,484,792 shares, 825,000 shares of which
are subject to stock options exercisable immediately, representing
approximately 8.3% of the number of issued and outstanding shares of Common
Stock as of August 5, 1997. This number excludes the shares owned by
Marengere's spouse. See Prud'homme below.
FTI beneficially owns 1,659,792 shares, representing approximately
5.7% of the number of issued and outstanding shares of Common Stock as of
August 5, 1997.
Matossian beneficially owns 650,000 shares, 400,000 shares of which
are subject to stock options exercisable immediately, representing
approximately 2.2% of the number of issued and outstanding shares of Common
Stock as of August 5, 1997.
Greyhorse beneficially owns 204,000 shares, representing approximately
.7% of the number of issued and outstanding shares of Common Stock as of
August 5, 1997.
Theodoropoulos beneficially owns 245,000 shares, 225,000 shares of
which are subject to stock options exercisable immediately, representing
approximately .8% of the number of issued and outstanding shares of Common
Stock as of August 5, 1997.
Despres beneficially owns 175,000 shares, all of which are subject to
stock options exercisable immediately, representing approximately .6% of
the number of issued and outstanding shares of Common Stock as of August 5,
1997.
Gelinas beneficially owns 220,000 shares, 200,000 of which are subject
to stock options exercisable immediately, representing approximately .8% of
the number of issued and outstanding shares of Common Stock as of August 5,
1997.
Chartier beneficially owns 130,000 shares, 110,000 of which are
subject to stock options exercisable immediately, representing
approximately .4% of the number of issued and outstanding shares of Common
Stock as of August 5, 1997.
Delorme beneficially owns 151,868 shares, 120,000 of which are subject
to stock options exercisable immediately, representing approximately .5% of
the number of issued and outstanding shares of Common Stock as of August 5,
1997.
Servidel beneficially owns 5,000 shares, representing approximately
.02% of the number of issued and outstanding shares of Common Stock as of
August 5, 1997.
<PAGE>
Jordan beneficially owns 70,000 shares, 50,000 of which are subject to
stock options exercisable immediately, representing approximately .2% of
the number of issued and outstanding shares of Common Stock as of August 5,
1997. Such number of shares does not include 5,000 shares owned by Nicole
Farbier, as to which Jordan disclaims beneficial ownership.
Shtym beneficially owns 70,000 shares, 50,000 of which are subject to
stock options exercisable immediately, representing approximately .2% of
the number of issued and outstanding shares of Common Stock as of August 5,
1997.
Nespeca beneficially owns 35,500 shares, 20,000 of which are subject
to stock options exercisable immediately, representing approximately .2% of
the number of issued and outstanding shares of Common Stock as of August 5,
1997.
Prud'homme beneficially owns 105,000 shares, all of which are subject
to stock options exercisable immediately, representing approximately .4% of
the number of issued and outstanding shares of Common Stock as of August 5,
1997.
Amyot beneficially owns 100,000 shares, all of which are subject to
stock options exercisable immediately, representing approximately .3% of
the number of issued and outstanding shares of Common Stock as of August 5,
1997.
Neither STG, Consolidated Nominees, any person listed on Schedule A hereto or
Feldman beneficially owns any shares of the Company's Common Stock.
(b) Each of the LLC and Gerrard shares the power to vote and dispose of
all of the shares of Common Stock beneficially owned by it or him with the
other. Each of Marengere and FTI shares the power to vote and dispose of the
1,659,792 shares of Common Stock as to which they share beneficial ownership.
Each of Matossian and Greyhorse shares the power to vote and dispose of the
204,000 shares of Common Stock as to which they share beneficial ownership.
Each of Delorme and Servidel shares the power to vote and dispose of the
5,000 shares as to which they share beneficial ownership. Each of the other
Group Members has sole power to vote and dispose of all of the shares of
Common Stock beneficially owned by him or her. Neither STG, Consolidated
Nominees, any person named on Schedule A hereto or Feldman has the power to
vote or dispose of any shares of Common Stock.
(c) See Schedule C attached hereto for a list of purchases and sales of
Common Stock by the LLC, Greyhorse and Jordan within the 60-day period prior to
the date hereof.
(d) Except as set forth in Item 4 hereof, no person other than the LLC or
Gerrard is known to have the right to receive or the power to direct the receipt
of dividends from or the proceeds from the sale of the shares of Common Stock
beneficially owned by such persons, as set forth in Item 5(a) above; no person
other than Marengere or FTI is known to have the right to
<PAGE>
receive or the power to direct the receipt of dividends from or the proceeds
from the sale of the 1,659,792 shares of Common Stock as to which such persons
share beneficial ownership, as set forth in Item 5(a) above; no person other
than Matossian or Greyhorse is known to have the right to receive or the power
to direct the receipt of dividends from or the proceeds from the sale of the
204,000 shares of Common Stock as to which such persons share beneficial
ownership; no person other than Delorme and Servidel is known to have the right
to receive or the power to direct the receipt of dividends from or the proceeds
from the sale of the 5,000 shares of Common Stock as to which such persons share
beneficial ownership; and no person other than each remaining respective Group
Member is known to have the right to receive or the power to direct the receipt
of dividends from or the proceeds from the sale of the shares of Common Stock
owned by such Group Member, if any.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Gerrard is the sole Class A Member and the managing member of the LLC, STG
is a Class C Member of the LLC and Feldman is an independent consultant for the
LLC. Each of Marengere, Matossian, Theodoropoulos, Despres, Gelinas, Chartier,
Delorme, Jordan, Shtym and Nespeca is a member of the Company's management and
Prud'homme was formerly a member of the Company's management and is the spouse
of Marengere. Marengere and Matossian are also directors of the Company. Amyot
serves as a director of the Company and as its attorney. Marengere is the sole
officer and director, and the controlling shareholder, of FTI and Amyot is a
minority shareholder of FTI. Matossian is the sole officer, director and
shareholder of Greyhorse. Delorme is the sole officer, director and shareholder
of Servidel. See Item 3 hereof. The LLC has entered into a Letter Agreement
with Marengere and Matossian with respect to the shares of Common Stock
beneficially owned by the Group. See Item 4 hereof.
Each of the Group Members has executed a Joint Filing Agreement, dated as
of August 18, 1997 (the "Joint Filing Agreement"), pursuant to Rule 13d-1(f) of
the Exchange Act, pursuant to which such Group Members granted a power of
attorney in favor of Gerrard to execute on their behalf this Schedule 13D and
all amendments hereto and such other documents in connection therewith, and to
file the same with the Securities and Exchange Commission on behalf of such
Group Members.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Operating Agreement
2. Admission Agreement
3. Letter Agreement
4. Joint Filing Agreement
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 19, 1997
/S/ Douglas A. Gerrard
-------------------------------
Douglas A. Gerrard
<PAGE>
SCHEDULE A
Directors and Executive Officers of
STG Investments, Ltd.
Road Town, Tortola, British Virgin Islands
<TABLE>
<CAPTION>
Name Business Address Principal Citizenship
- ---- ---------------- --------- -----------
and Title Occupation
- --------- ----------
<S> <C> <C> <C>
Trevor J. Williams; 14 Par La Ville Road, 3rd Floor Accountant British
President and Hamilton, HMJX Bermuda
Director
J. Arthur Jones; 14 Par La Ville Road, 3rd Floor Accountant British
Vice President, Hamilton, HMJX Bermuda
Treasurer and
Director
Deborah Paterson; 14 Par La Ville Road, 3rd Floor Administrator British
Secretary and Hamilton, HMJX Bermuda
Director
</TABLE>
<PAGE>
SCHEDULE B
Transactions Within the Last 60 Days
The following shares of common stock of Dominion Bridge Corporation were
purchased by Deere Park Equities, L.L.C. within the 60 days prior to the date of
this Schedule 13D:
Date No. Shares Price Per Share
- ---- ---------- ---------------
8/1/97 1,000 $1.71875
12,000 1.75
8/5/97 33,500 1.72024
8/6/97 72,500 1.78125
38,700 1.78250
2,000 1.8125
10,000 1.84375
8/7/97 15,000 1.78458
1,850,000 2.015
8/8/97 10,000 1.7188
8/12/97 55,400 1.81430
8/13/97 20,000 1.9375
The following shares of common stock of Dominion Bridge Corporation were
sold by Deere Park Equities, L.L.C. within the 60 days prior to the date of this
Schedule 13D:
Date No. Shares Price Per Share
- ---- ---------- ---------------
8/8/97 10,000 $1.59375
Greyhorse purchased 50,000 shares of Common Stock on June 18, 1997, at a
price of $1.1875 per share.
Jordan sold 18,400 shares of Common Stock on August 13, 1997, at a price of
$1.84375 per share, and purchased 18,400 shares of Common Stock on August 18,
1997, at a price of $1.9375 per share.
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EXHIBIT INDEX
Exhibit No. Document
1. Operating Agreement, dated as of December 1, 1995, between Deere
Park Equities, L.L.C. and Douglas A. Gerrard.
2. Admission Agreement, dated as of August 7, 1997, between Deere
Park Equities, L.L.C. and STG Investments, Ltd.
3. Letter Agreement, dated August 18, 1997, among Deere Park
Equities, L.L.C., Michel L. Marengere and Nicolas V. Matossian.
4. Joint Filing Agreement, dated August 18, 1997, pursuant to Rule
13d-1(f), including Power of Attorney granted to Douglas A.
Gerrard to sign Schedule 13D and all amendments thereto, and to
file the same with the Securities and Exchange Commission, and
other documents in connection therewith, on behalf of each of the
Group Members.
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EXHIBIT 1
OPERATING AGREEMENT
OF
DEERE PARK EQUITIES, L.L.C.
This Operating Agreement of DEERE PARK EQUITIES, L.L.C., (the "Company"),
a limited liability company organized pursuant to the Illinois Liability
Company Act (the "Act") is entered into and shall be effective as of
December 1, 1995 by and among the Company and the persons executing this
Agreement (the "Company Agreement") as members.
ARTICLE I
FORMATION
1.1 Organization - The Members hereby organize the Company as an
Illinois Limited pursuant to the provisions of the Act.
1.2 Name - The name of the Company is DEERE PARK EQUITIES, L.L.C. and
all business of the Company shall be conducted under that name or under any
other name designed by the Member-Managers, but in any case, only to the
extend permitted by applicable law.
1.3 Effective Date - The Company has been organized as an Illinois
Limited Liability Company by executing and delivering Articles of
Organization to the Illinois Secretary of State in accordance with and
pursuant to the Act on December 1, 1995.
1.4 Term - The Company shall be dissolved and its affairs wound up in
accordance with the Act and the Company Agreement on December 31, 2020,
unless the term shall be extended by amendment to the Company Agreement and
the Articles of Organization, or unless the Company shall be sooner dissolved
land its affairs would up in accordance with the Act or the Company Agreement.
1.5 Principal Office/Registered - The Principal Office of the Company
shall be located at 650 Dundee Road, Suite 460, Northbrook, Illinois 60062.
The registered agent and Office of the Company shall be Allen S. Gerrard, 33
N. Dearborn Street, Suite 1850, Chicago, IL 60602.
ARTICLE II
NATURE OF BUSINESS
2.1 Business - The business of the Company shall be to profit from the
activities of traders who trade securities primarily using electronic systems
for order entry. The Company
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shall conduct business as a registered broker-dealer. the Company shall
trade securities on a proprietary basis.
2.2 Other Business - The Company may also engage in any other lawful
business whatsoever, including but not limited to any such business as shall
any time appear conducive to, or expedient for, the protection or benefit of
the Company and its assets or necessary or convenient to accomplish its
purposes and operate its business as described in Section 2.1 hereof.
ARTICLE III
ACCOUNTING AND RECORDS
3.1 Records to be Maintained - The Company shall maintain at the Principal
Office all records required to be maintained by the Act.
3.2 Reports to Members:
A. The Company shall provide all Members with those information
returns required by the Act, the Internal Revenue Code of 1986, as amended (the
"Code"), and applicable laws.
B. The Company shall make available to Members all records required
by law at such times and under such conditions required by the law.
3.3 Accounts - The Company shall maintain a Capital Account for each
Member in accordance with Section VII.
3.4 Accounting Method and Period - The books and records of the Company
shall be maintained on such accounting method as the Member-Managers shall
designate. The fiscal year of the Company shall end on December 31.
ARTICLE IV
CLASSES OF MEMBERS' INTERESTS
4.1 Classes - The Company is authorized to have two classes of Members'
interests ("Interests"): Class A Interests and Class C Interests.
4.2 Rights of Classes - The rights of each class of Interests shall be
identical except as otherwise specifically set forth herein.
4.3 Members' Interests' - The Members of the Company, their respective
agreed upon initial capital contributions and the class of Interest held by
each Member shall be as set forth on Exhibit A attached hereto and by this
reference made a part hereof.
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ARTICLE V
RIGHTS AND DUTIES OF MEMBERS
5.1 Voting Rights- All Members who have not dissociated shall be
entitled to vote on any matter submitted to a vote of the Members.
5.2 Quorum, Meetings, Consents - Members at least two-thirds of the
outstanding Capital Interests and/or Profits Interests, represented in person
or by proxy, (determined as of the date a meeting is called) and all Members
who hold Class A Interests, represented in person or by proxy, shall
constitute a quorum for a meeting of Members. If a quorum is present, the
affirmative vote of both (a) Members holding a majority of the Capital
Interests and/or Profits Interest represented at such meeting and (b) Members
holding a majority of the Class A Interest represented at such meeting shall
be the act of Members, unless a vote of a greater or lesser proportion or
number is otherwise required by the Act, the Articles of Organization or the
Company Agreement. Action required or permitted to be taken at any meeting
of the Members may be taken without a meeting if the action is evidenced by
written consent of all Members.
5.3 Capital Interests - "Capital Interests" when used in this Company
Agreement shall mean the interest of the Members in the capital of the
Company as indicated on the books and records of the Company. A Particular
Member's interests in the capital of the Company shall be determined by
comparing the balance of his Capital Account to the total of all Members
Capital Account balances as of the date of such determination.
5.4 Profit Interests - "Profit Interests" when used in this Company
Agreement shall mean the interest of the Members in the profits of the
Company as indicated on the books and records of the Company. A particular
Member's interests in the profits of the Company shall be determined by
computing his percentage of profits to the total of all Members' profits as
of the date of such determination without regard to any special allocation
provided for in Section 8.2
5.5 Liability of Members - No Member (as a Member) shall be liable as
such for the liabilities of the Company. The failure of the Company to
observe any formalities or requirements relating to the exercise of its
powers or management of its business or affairs under this agreement or the
Act shall not be grounds for imposing personal liability on the Members for
liabilities of the Company.
5.6 Indemnification - With the approval of holders of a majority of the
Capital Interests, excluding the Member(s) for whom indemnity is sought, the
Company shall indemnify a Member for all costs, losses, liabilities, and
damages paid or accrued by such Member or agent in connection with the
business of the Company, to the fullest extent provided or allowed by the
laws of Illinois, except as otherwise provided in the Company Agreement.
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ARTICLE VI
GOVERNANCE: MEMBER-MANAGERS
6.1 Designation of Member-Managers - The business and operations of the
Company will be managed by the Member-Managers, who shall be a Member (the
"Member-Manager"). From the inception of the Company, DOUGLAS A. GERRARD
will serve as Member-Manager until he resigns. After resignation of the
Member-Manager, a new Member-Manager may be appointed only with the consent
of both holders of a majority of the Capital or Profit Interests and all
holders of Class A Interests.
6.2 Authority of the Member-Manager - The Member-Manager has sole
authority to manage the Company and is authorized, solely, to make any
contracts, enter into any transactions, and make and obtain any commitments
on behalf of the Company to conduct or further the Company's business.
6.3 Nonliability and Indemnification of Member-Manager for Acts or
Omissions in Official Capacity - The Member-Manager shall perform his duties
as Member-Manager in good faith, in a manner he reasonably believes to be in
the best interest of the Company, and with such care as ordinary prudent
person in a like position would use under similar circumstances. The
Member-Manager shall not be liable to the Company or any Member for any loss
or damage sustained by the Company or any Member, unless the loss or damage
shall have been the result of fraud, deceit, gross negligence, willful
misconduct or a wrongful taking of the Member-Manager. The Member-Manager is
released from liability for damages and other monetary relief to the fullest
extent permitted by the Act. The Company shall indemnify the Member-Manager
for all costs, losses, liabilities and damages paid or accrued by the
Member-Manager in connection with the business of the Company to the fullest
extent provided by the laws of Illinois.
6.4 No Authority of Members - Except as authorized by the
Member-Manager, no Member is an agent of the Company or has the authority to
make any contracts, enter into any transactions, or make any commitments on
behalf of the Company.
6.5 Tax Matters Partner - The Member-Manager shall served as the "Tax
Matters Partner" for all purposes permitted under the Code.
ARTICLE VII
CONTRIBUTIONS AND CAPITAL ACCOUNTS
7.1 Initial Contributions - Each Member shall make the Capital
Contribution described for that Member on Exhibit A at the time and on the
terms specified on Exhibit A. The value of the Capital Contributions shall
be set forth on Exhibit A.
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7.2 Maintenance of Capital Accounts - A separate capital account
("Capital Account") for each Member shall be established on the books of the
Company. The capital contribution of each Member shall be credited to such
Member's Capital Account. There shall be debited to each Member's Capital
Account the amount of all distributions or returns of capital made to such
Member and if such Member is trading the Company's proprietary account, those
expenses relating thereto. Capital Accounts also shall be credited or debited
with the share of profits and losses of the Company allocated to each Member
provided in Article 8.1, and from any special allocation to such Member as
provided in Article 8.2. Each Member's distributive share of profits and
losses of the Company for any taxable year shall be determined in accordance
with Article VIII hereof. Notwithstanding any provision of this Company
Agreement to the contrary, the Capital Accounts of the Members shall at all
times be maintained strictly in accordance with Treas. Reg 1.704-1(b)(2)(iv),
as amended from time to time, and shall be adjusted as provided therein.
7.3 Interest and Return of Capital - No Member shall be entitled to
interest on its Capital Contribution or a return of its Capital Contribution,
except as expressly provided herein.
7.4 Additional Contribution - Except as provided in Articles 7.5 and
12.2 (a) no Member shall be required to make an additional contribution and
(b) additional capital contributions may be made by a Member only with the
consent of the Member-Managers.
7.5 Member-Managers - Capital Contributions - The Member-Managers, in
the aggregate, must maintain through out the entire existence of the L.L.C. a
minimum Capital Account balance equal to the lesser of 1% of total positive
capital account balances of $200,000. In addition, whenever a non-managing
member makes a capital contribution, the Member-Managers must contribute
immediately to the L.L.C. capital equal to 1.01% of the non-managing member's
capital contributions or a lesser amount (including zero) that causes the sum
of Member-Manager's Capital Account balance to equal the lesser of 1% of
total positive capital account balance for the L.L.C. or $200,000. Capital
Accounts and the value of contributions are determined under the rules of
$1.704-1(b)(2)(iv) of the Income Tax Regulations.
ARTICLE VIII
ALLOCATIONS AND DISTRIBUTIONS
8.1 Allocations of Net Profits and Net Losses from Operations - Net
Profits and Net Losses of the Company shall be allocated among the Members'
Capital Accounts as follows:
A. NET PROFITS
1. CLASS C INTERESTS - Net Profits for each fiscal year shall first be
allocated to the Class C Interests to the extent of the cumulative aggregate
"Preference Return". For this purpose the "Preference Return" for a particular
Class C Interest that was outstanding during the year, (or if less than a year
on a pro-rata basis) shall be an amount equal to (i) three percent (3%) per
annum or such other rate as designated by the Member-Managers in a written
notice mailed to
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holders of Class C Interests at least thirty (30) days prior to such new rate
taking effect and (ii) multiplied by the average month end balance of the
Capital Account relating to such Class C Interest during the year, as
determined in good faith and on a consistent basis by the Member-Managers
based on the books and records of the Company. In addition, Class C
Interests may receive a special allocation of profits.
2. Class A Interests - Net Profits remaining after the allocations
provided for in 8.1(A)(1) shall be allocated to the Class A interests in the
following percentage:
100% Douglas Gerrard
B. NET LOSSES
1. Class C Interests - A Class C Member may be allocated a loss for the
fiscal year which results from a special allocation provided for in Article
8.2, to the extent that there have been cumulative previous special
allocations of profits to that Member, or to the extent of their contribution
to their own Capital Accounts.
2. Class A Interests - Net Losses remaining for the fiscal year after
the allocations provided for in Articles 8.1(B)(1) and 8.1(B)(2) shall be
allocated to the Class A Interests in the following percentage: 100% to
Douglas A. Gerrard.
8.2 Special Allocations:
A. A Member who trades the Company's proprietary securities trading
account will receive a special allocation, determined by the Member and the
Member-Manager, of profit or loss based on that Member's trading results for
the period. In addition, there shall be no special allocation of profit,
until or unless there are profits that exceed any previous loss which has not
been allocated to such Member.
B. The Member shall have the exclusive right to select the potential
trades, and the Member-Manager, or his designee or designees, can reject any
selected trade and/or liquidate any securities position if he feels it is in
the best interests of the Company. The Member and Member-Manager will
mutually decide which specific securities are to be traded, after considering
the securities traded by other Members, and applicable rules and regulations.
In addition, all Members who trade the Company's proprietary account shall
be subject to the Company's restrictions, risk parameters, principles of
trading, and rules and regulations as they may be changed from time to time.
Any breach of the above will constitute cause for involuntary dissociation as
provided in Article 10.1(B) and (C), and/penalty, if applicable, as provided
for in Article 10.2(B).
8.3 Net Profits and Net Losses - "Net Profits" or "Net Losses" shall
mean the profits or losses of the Company including without limitation each
item of the Company income, gain, loss, deduction and credit.
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8.4 Distributions - From time to time, the Member-Manager shall
determine to what extent distributions out of profits and capital shall be made
to Members. Distributions shall be made in cash and need not be made
proportionately among all Interests or among a class or classes of Interest.
8.5 Tax Allocation - For federal, state and local income tax purposes,
the income, gains, losses, deductions and credits of the Company shall be
allocated among the Members in the same manner that each such item is allocated
among the Capital Accounts.
8.6 Withholding - Each Member authorizes the Company to withhold and to
pay over, or otherwise pay, any withholding or other taxes payable by the
Company with respect to such Member or as a result of such member's
participation in the Company, including but not limited to the share of the
Company's liability for Illinois Personal Replacement Income Tax that is
attributable to Net Profits allocated to such Member (unless the Company is
allowed a deduction in determining such liability for the amount so
allocated). Any such withholdings shall be deemed to be a distribution to
such Member with respect to such Member's Interest.
8.7 Compliance with Code - The allocations contained in this Agreement
are intended to comply with Texas. Reg. Section 1.704-1(b) issued pursuant
to Section 704(b) of the Code and shall be interpreted in a manner consistent
with such Regulations. The Company may, by action of the Member-Manager and
without the consent of any Member, amend the provisions of the Agreement and
the manner in which profits and losses (or other items) are allocated to the
extent (but only to the extent) necessary to comply with such Regulations.
ARTICLE IX
DISPOSITION OR TRANSFER OR MEMBERSHIP INTERESTS
10.1 Dissociation - A person all cease to be a Member upon the happening
of any of the following events ("Dissociation"):
A. the voluntary withdrawal of a Member prior to December 31, 2020;
B. a decision of the Member-Managers to remove a Class C Member;
C. the bankruptcy of a Member;
D. in the case of a Member who is a natural person, the death of the
Member or the entry of an order by a court of competent jurisdiction
adjudicating the Member incompetent to manage the Member's personal estate;
E. in the case of a Member that is a separate organization other
than a corporation, the dissolution and commencement of winding up of the
separate organization;
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F. in the case of a Member that is a corporation, the filing of a
certificate of dissolution, or its equivalent, for the corporation or the
revocation of its charter; or
G. in the case of an estate, the distribution by the fiduciary of
the estate's entire interest in the Company;
H. in any case, no withdrawal may be made except after full
compliance with Article II Rule 6(b) of the Rules of the Chicago Stock
Exchange.
10.2 Rights Upon Dissociation - Upon the occurrence of any of the events
specified in Article 10.1, the Company shall distribute to such member, or
such other person as required by law, within 45 days of such event the
amount of the Capital Account allocable to such former Member as determined
by its Member-Managers as of the date of such event, in accordance with
generally accepted accounting principles.
A. The Member-Manager may require, if there exists a liability or
contingent liability pertaining to that member, a reserve to satisfy that
liability or contingent liability. The dissociating Member consents to such a
reserve. The reserve will be released upon the resolution of the liability of
contingent liability or after a reasonable time during which the contingent
liability does not occur.
B. Upon dissociation of a Member who in accordance with Article
8.2(A)(B), has traded the Company's proprietary account, and who the
Member-Manger, in his sole discretion, have determined has breached any of
the provisions of Article 8.2(B), is required to pay a penalty to the Company
of an amount, as determined by the Member-Manager, not to exceed the
difference between the basis for the allocation of Net Losses after
allocations of profit provided for in Article 8.2(A) and that which was
actually allocated in Article 8.1(B)(1)(2) (cumulative net trading loss).
ARTICLE XI
ADMISSION OF ADDITIONAL EXPENSES
11.1 Admission of Additional Members - The Member-Manager may permit the
admission of additional Class C Members and determine the Capital Contributions
required of such Members.
11.2 Admission of Other Members - Additional Class A and Class B Members,
other than Class B Members who become such by reason of the conversion of Class
C Interests pursuant to Article 4.3 hereof, may be admitted only with the
consent of all holders of Class A Interests.
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ARTICLE XII
DISSOLUTION AND WINDING UP
12.1 Dissolution - The Company shall be dissolved and its affairs would
up upon:
A. the death, insanity, bankruptcy, retirement, resignation, or
expulsion of any Member-Manager unless within 90 days after such dissolution
a majority-in-interest (as determined in accordance with Rev. Proc. 94-96,
1994-28 I.R.B. 129) of the remaining Members consent to continue.
B. the expiration of the Term, unless the business of the Company
is continued with the consent of both (a) Members holding a majority of the
Capital Interests and/or Profits Interests and (b) all holders of Class A
Interests.
C. the written consent of both (a) Members holding a majority of
the Capital Interests and (b) all holders of Class A Interests to dissolve.
12.2 Liquidation - Upon the occurrence of a Dissolution event, the
Member-Manager or authorized liquidating trustees of the Company shall
commence to wind up the Company's affairs and liquidate its assets. Unless
otherwise required by law, the assets of the Company shall be applied as
follows: first, to the payment of any debts and obligations of the company;
second, to the establishment of any reserves determined to be necessary by
the Member-Manager or liquidating trustees; and third, to the Members to the
extent of the balance in each Member's Capital Account and in proportion to
the positive balances of such Capital Accounts. Upon liquidation, any Member
with a deficit Capital Account balance is required to make a capital
contribution to the Company equal to that deficit balance.
ARTICLE XIII
AMENDMENT
13.1 Amendment or Modification or Operating Agreement - Except for
Articles 8.7 and 14.8, this Agreement may be amended or modified from time to
time only by a written instrument adopted by both (a) holders of a majority
of the Capital Interests and/or Profits Interests and (b) all holders of
Class A Interests.
ARTICLE XIV
MISCELLANEOUS PROVISIONS
14.1 No Partnership Intended for Nontax Purposes - The Members have
formed the Company under the Act, and expressly do not intend hereby to form a
partnership under either the Illinois Uniform Partnership Act nor the Illinois
Revised Uniform Limited Partnership Act. The Members do not intend to be
partners one to another, or partners as to any third party. To
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<PAGE>
the extent any member, by word or action, represents to another person that
any other Member is a partner or that the Company is a partnership, the
Member making such wrongful representation shall be liable to any other
Member who incurs personal liability by reason of such wrongful
representation.
14.2 Application of Illinois Law - This Company Agreement and its
interpretation shall be governed exclusively by its terms and by the laws of
the State of Illinois, and specifically the Act.
14.3 Waivers - The failure of any party to seek redress for default of
or to insist upon the strict performance of any covenant or condition of this
Company Agreement shall not prevent a subsequent act, which would have
originally constituted a default, from having the effect of an original
default.
14.4 Severability - If any provision of this Company Agreement or the
application thereof to any person or circumstances shall be invalid, illegal
or unenforceable to any extent, the remainder of this Company Agreement and
the application thereof shall not be affected and shall be enforceable to the
fullest extent permitted by law.
14.5 Non-Solicitation After Dissociation - Each Member hereby agrees
that in the event of such Member's dissociation from the Company, whether
voluntary or otherwise, he or she shall not, for a period of 18 months after
dissociation, either directly or indirectly, on behalf of himself or herself
or another party, offer employment, or any other financial association, or
solicit any employee, Member or customer of the company. In addition, each
Member agrees since he or she may be in receipt of proprietary information
relative to the Company's trading techniques and procedures, that any use of
such information for any purpose other than the dissociating Member's own use
would cause irreparable injury to the Company.
Each Member hereby declares that the foregoing provisions are
necessary and reasonable to protect the business of the company and in addition
to all remedies available by law, the Company shall be entitled to equitable
relief, including injunctive relief of all damages arising from such breach.
14.6 Arbitration - Any controversy, claim or dispute arising out of or
relating to this Company Agreement, or the interpretation or breach thereof,
or any dispute between the Member and company relating to a Member's
affiliation with the Company or of the relationship between the Member and
Company, including but not limited to claims arising under the Americans with
Disabilities Act, Title VII of the Civil Rights Act of 1964, the Age
Discrimination Employment Act, the Civil Rights Act of 1866 (42 USC Section
1981) or other applicable local, state or federal civil rights laws or
ordinances, shall be settled by arbitration in a location determined by the
Company in accordance with the laws of the National Association of Securities
Dealers, Inc. and judgment upon the award rendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof.
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14.7 Compliance with Applicable Law - The Operating Agreement of DEERE
PARK EQUITIES, L.L.C. is intended to comply with all present applicable laws,
including but not limited to, the Illinois Limited Liability Company Act, and
Internal Revenue Service Revenue Procedure 95-10 (26 CFR 601, 201 Part 1,
Section 7701, 301, 7701-2, 301, 7701-3) issued December 25, 1994. The
Company may, by action of the Member-Manager and without the consent of any
Member, amend the provisions of this Agreement to further comply (but only to
comply) with any new rulings that the Company may become aware of regarding
Limited Liability Companies.
14.8 Heirs, Successors and Assigns - Each and all of the covenants,
terms, provisions, and agreements herein contained shall be binding upon and
inure to the benefit of the parties hereto and, to the extent permitted by
this Company Agreement, their respective heirs, legal representatives,
successors and assigns.
14.9 Creditors - None of the provisions of this Company Agreement
shall be for the benefit of or enforceable by any creditors of the Company.
14.10 Attorney-in-Fact - Each of the Members does hereby constitute and
appoint Allen S. Gerrard as such Member's true and lawful representation and
attorney-in-fact, in its name, place and stead to make, execute, sign and
file all such instruments, documents and certificates which may from time to
time be required by the laws of the United States of America, the State of
Illinois or any other state in which the Company shall determine to do
business, or any political subdivision or agency thereof, to be effective,
implement and continue the valid existence of the Company.
14.11 Counterparts - This Company Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on the date set
forth beside my name.
CLASS A MEMBER
_______________________________________ ________________________
DOUGLAS A. GERRARD Date
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EXHIBIT A
PERCENTAGE OF OWNERSHIP
------------------------
DOUGLAS A. GERRARD 100%
CAPITAL CONTRIBUTIONS:
- ----------------------
Cash $250,000.00
Equipment 50,000.00
IOM Seat 250,000.00
__________
TOTAL $550,000.00
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EXHIBIT 2
ADMISSION AGREEMENT
THIS ADMISSION AGREEMENT (the "Agreement") is entered into as of the 7th
day of August, 1997, by and between STG INVESTMENTS, LTD., a Liberian
corporation ("Investor"), and Deere Park Equities, L.L.C., an Illinois limited
liability company ("Company").
RECITALS
WHEREAS, Company is governed by an Operating Agreement dated December 1,
1995 (the "Operating Agreement"); and
WHEREAS, Investor desires to become, and Company desires that Investor
become, a member of Company upon the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the recitals and mutual premises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. DEFINITIONS. Capitalized terms used and not otherwise defined herein
shall have the meaning ascribed to such terms in the Operating Agreement.
2. ADMISSION OF INVESTOR. Upon Investor's payment of the capital
contribution set forth in paragraph 3, Investor shall be admitted to Company as
a Class C Member, and Investor agrees to be bound by all of the terms and
conditions of the Operating Agreement with respect to Class C Members, as
supplemented by this Agreement. Exhibit A to the Operating Agreement shall be
deemed amended to reflect the admission of and the capital contribution made by
Investor to Company.
3. CAPITAL CONTRIBUTION. Contemporaneously with the execution of this
Agreement, Investor shall make a contribution to the capital of Company in the
form of Five Hundred Thousand (500,000) shares of the common stock, without par
value, of American Eco Corporation (the "American Eco Shares"). Withdrawals of
the American Eco Shares or substitutions of cash or other securities for any or
all of the American Eco Shares may be made only upon the consent of the Class A
Member. The American Eco Shares or any cash or other securities substituted
therefor shall be deemed capital of Company, for use in its business and subject
to the risks of its operations.
4. DBC INVESTMENTS.
(a) INITIAL INVESTMENTS. Upon Investor's admission to Company,
Company shall purchase 1,850,000 shares of Class A Common Stock, $0.001 par
value per share ("DBC Common Stock"), of Dominion Bridge Corporation, a
Delaware corporation ("DBC") (such purchase being hereinafter referred to
as the "Initial Investment").
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(b) SPECIAL INVESTMENTS. It is understood that, following the
Initial Investment, Company may have discussions with third parties who
also own or desire to acquire shares of DBC, including without limitation
members of DBC management or dissident shareholders, and may enter into
business arrangements with such parties with respect to such shares (such
arrangements being hereinafter referred to as "Special Investments").
(c) OPEN MARKET INVESTMENTS. It is also understood that Company may
use its own funds to make additional purchases of DBC Common Stock in the
open market (such purchases being hereinafter referred to as "Open Market
Investments").
5. SPECIAL ALLOCATION OF PROFITS AND LOSSES.
(a) INITIAL INVESTMENT.
(i) Any Net Profits of Company resulting from the Initial
Investment shall be allocated (i) first, to the extent of
aggregate Net Losses allocated pursuant to paragraph 5(a)(ii) and
not previously offset by this paragraph 5(a)(i), to Investor;
(ii) second, two-thirds (2/3) to Investor and one-third (1/3) to
the Class A Member; and
(ii) Any Net Losses of Company resulting from the Initial
Investment shall be allocated one hundred percent (100%) to
Investor;
provided, however, that there shall be deducted from the allocation to
Investor, the amount of interest accrued or paid by Company to fund
the Initial Investment.
(b) SPECIAL INVESTMENTS.
(i) Any Net Profits of Company resulting from Special
Investments shall be allocated (i) first, to the extent of
aggregate Net Losses allocated pursuant to paragraph 5(b)(ii) and
not previously offset by this paragraph 5(b)(i), to Investor;
(ii) second, five-sixths (5/6) to Investor and one-sixth (1/6) to
the Class A Member; and
(ii) Any Net Losses of Company resulting from Special
Investments shall be allocated one hundred percent (100%) to
Investor.
(c) OPEN MARKET INVESTMENTS. Investor shall not have any interest in
Net Profits or Net Losses resulting from Open Market Investments, which
shall be allocated 100% to the Class A Member.
(d) NO PREFERENCE RETURN. Notwithstanding anything to the contrary in
the Operating Agreement, Investor hereby acknowledges and agrees that it
will not be entitled to any Preference Return or have any interest in
profits or losses derived from any activities or investments of Company
other than as described herein.
-2-
<PAGE>
6. REIMBURSEMENT OF LEGAL FEES AND EXPENSES. Investor shall promptly
reimburse Company for any and all legal fees and expenses, up to an amount of
Twenty Thousand and No/100ths Dollars ($20,000.00), of Ungaretti & Harris
incurred by Company with respect to Investor's investment of capital in and
admission to Company, the Initial Investment and any Special Investments.
7. RIGHTS WITH RESPECT TO DOMINION STOCK. Investor hereby acknowledges
that Company shall have all voting and other rights with respect to the DBC
Common Stock and that Investor's only interest in such stock is as a member of
Company.
8. ENTIRE AGREEMENT. This Agreement and the Operating Agreement together
contain the entire agreement and understanding of the parties with respect to
the subject matter hereof, and no representations, promises, agreements or
understandings regarding the subject matter hereof shall be of any force or
effect unless in writing, executed by the parties and dated subsequent to the
date hereof. In the event of any conflict between the provisions of this
Agreement and the Operating Agreement, the provisions of this Agreement shall
control.
9. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois without regard to conflict of
law principles thereof.
10. SEVERABILITY. If any provision of this Agreement shall be held
invalid or unenforceable, the remainder nevertheless shall remain in full force
and effect. If any provision is held invalid or unenforceable with respect to
particular circumstances, it nevertheless shall remain in full force and effect
in all other circumstances.
11. MODIFICATIONS AND WAIVERS. No change, modification or waiver of any
provision of this Agreement shall be valid or binding unless it is in writing
dated subsequent to the date hereof and signed by the party intended to be
bound. No waiver of any breach, term or condition of this Agreement by either
party shall constitute a subsequent waiver of the same or any other breach, term
or condition.
12. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
-3-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
STG INVESTMENTS, LTD., DEERE PARK EQUITIES, L.L.C.,
a Liberian corporation an Illinois limited liability company
By: _____________________________ By: ________________________________
Doug Gerrard, Member-Manager
Its:_____________________________
-4-
<PAGE>
EXHIBIT 3
DEERE PARK EQUITIES, L.L.C.
650 DUNDEE ROAD, SUITE 640
NORTHBROOK, ILLINOIS 60062
August 19, 1997
Mr. Michel L. Marengere
Mr. Nicolas V. Matossian
c/o Dominion Bridge Corporation
500 Notre Dame
Lachine (Quebec) CANADA H8S 2B2
Gentlemen:
The purpose of this letter is to set forth our agreement with respect to a
transaction involving certain shares of common stock, par value $0.001 per share
(the "DBC Common Stock"), in Dominion Bridge Corporation, a Delaware corporation
("DBC"), now owned by Deere Park Equities, L.L.C., an Illinois limited liability
company ("Deere Park"), and now owned or to be acquired by Michel L. Marengere
("Marengere"), Nicolas V. Matossian ("Matossian"), Chris Theodoropoulos
("Theodoropoulos"), Olivier Despres ("Despres"), J. Arthur Gelinas ("Gelinas"),
Robert Chartier ("Chartier"), Jacques Delorme ("Delorme"), Vitold Jordan
("Jordan"), Ted Shtym ("Shtym"), Rosalba Nespeca ("Nespeca"), Micheline
Prud'homme ("Prud'homme") and Rene Amyot ("Amyot") (collectively, the
"Management Stockholders"). Marengere and Matossian hereinafter referred to
as the "Executive Stockholders," and Deere Park and the Management Stockholders
are sometimes hereinafter referred to collectively as the "Parties."
1. CURRENT STOCK OWNERSHIP OR ENTITLEMENTS.
a. DEERE PARK. Deere Park currently owns:
i. 1,850,000 shares of DBC Common Stock which it acquired in a
private transaction at a purchase price of approximately $2.015
per share on August 7, 1997 (the "Private Deere Park Shares");
and
ii. 260,100 shares of DBC Common Stock which it acquired in open
market purchases (the "Market Deere Park Shares").
<PAGE>
Messrs. Marengere and Matossian
Dominion Bridge Corporation
August 19, 1997
Page 2
b. MANAGEMENT STOCKHOLDERS. The Management Stockholders currently own:
i. a total of 2,057,160 shares of DBC Common Stock (the "Current
Management Shares"), allocated among them as follows:
MANAGEMENT NUMBER OF CURRENT
STOCKHOLDER MANAGEMENT SHARES*
Marengere 1,659,792
Matossian 250,000
Theodoropoulos 20,000
Despres --
Gelinas 20,000
Chartier 20,000
Delorme 31,868
Jordan 20,000
Shtym 20,000
Nespeca 15,500
Prud'homme --
Amyot --
* Certain of the Current Management Shares are held by
corporations controlled by the Management Stockholders,
but the Management Stockholders are the beneficial
owners of the Shares.
; and
ii. immediately exercisable options (the "Management Options") to
acquire an additional 2,380,000 shares of DBC Common Stock at an
exercise price of $2.00 per share (the "Management Option
Shares"), allocated among them as follows.
<PAGE>
Messrs. Marengere and Matossian
Dominion Bridge Corporation
August 19, 1997
Page 3
MANAGEMENT NUMBER OF
STOCKHOLDER MANAGEMENT OPTIONS
Marengere 825,000
Matossian 400,000
Theodoropoulos 225,000
Despres 175,000
Gelinas 200,000
Chartier 110,000
Delorme 120,000
Jordan 50,000
Shtym 50,000
Nespeca 20,000
Prud'homme 105,000
Amyot 100,000
2. FORMATION OF NEWCO
a. AGREEMENT TO FORM. The Parties hereby agree to form a partnership or
similar entity ("Newco") for the purpose of holding title to, and
voting rights with respect to, certain of their shares of DBC Common
Stock. The Parties will mutually agree upon the jurisdiction of
formation of Newco and on the terms of the definitive documents
governing its operation (the "Newco Governing Documents"), subject to
the approval of the form of organization by their respective tax
advisers.
b. OWNERSHIP. The owners of Newco will be Deere Park and the Executive
Stockholders as follows: 50% to Deere Park and 50% to the Executive
Stockholders (25% each).
c. CAPITAL CONTRIBUTIONS. The owners will contribute to Newco the
following in return for their respective ownership interests:
i. in the case of Deere Park, the Private Deere Park Shares and the
Market Deere Park Shares; and
<PAGE>
Messrs. Marengere and Matossian
Dominion Bridge Corporation
August 19, 1997
Page 4
ii. in the case of the Executive Stockholders, upon exercise of the
Management Options at funding of the Loan (as hereinafter
defined), the Management Option Shares.
The shares of DBC Common Stock contributed to Newco are hereinafter
referred to as the "Newco Shares."
d. VOTING RIGHTS. In addition:
i. The Management Stockholders will grant to Newco proxies or
similar rights pursuant to which Newco will have the sole right
to vote all of the Current Management Shares.
ii. Each of the Parties will grant to Newco proxies or similar rights
pursuant to which Newco will have the sole right to vote any
shares of DBC Common Stock that they may acquire at any time
prior to or during the term of Newco's existence.
e. MANAGEMENT. Newco will be managed by Douglas Gerrard, Leonard
Feldman, Marengere and Matossian, who will be required to vote
unanimously with respect to:
i. the voting of the Newco Shares;
ii. the voting of the proxies for shares of DBC Common Stock other
than the Newco Shares;
iii. the disposition of the Newco Shares under any circumstances other
than an uncured default under the Note (as hereinafter defined)
or termination of Newco; and
iv. all other matters respecting the business, operations and
management of Newco.
<PAGE>
Messrs. Marengere and Matossian
Dominion Bridge Corporation
August 19, 1997
Page 5
f. TERM AND TERMINATION. Newco will have a five-year term expiring
August 31, 2002, but will terminate prior to the expiration of such
term in the event that:
i. there is an uncured default under the Note;
ii. the average closing market price of the DBC Common Stock on
NASDAQ for any 10 consecutive trading days is more than $5.00 per
share, unless the management of Newco otherwise unanimously
agrees;
iii. a majority of the shares of DBC owned by persons other than
Newco, Deere Park or the Management Stockholders are tendered to
a third party; or
iv. the management of Newco unanimously agrees to terminate Newco.
3. LOAN TO NEWCO.
a. THE LOAN. Deere Park will lend to the Executive Stockholders the sum
of $4,760,000 (the "Loan"), to be allocated among the Management
Stockholders in proportion to their respective Management Options as
set forth in paragraph 1.b. above. Assuming prompt satisfaction of
the conditions to funding of the loan set forth in paragraph 4 below,
the Loan will be funded not later than 3:00 p.m. New York time on
Wednesday, August 20, 1997. The proceeds of the Loan will be applied,
concurrently with funding of the Loan, to fund the exercise of the
Management Options, whereupon the Management Option Shares will
immediately be contributed to Newco.
b. NOTE. The Loan to each Executive Stockholder will be evidenced by a
promissory note (the "Note"). Upon contribution of the Management
Option Shares to Newco, the obligations of each Executive Stockholder
under the Note will be assumed by Newco. The Note will:
i. mature on August 31, 2002 (the "Maturity Date");
<PAGE>
Messrs. Marengere and Matossian
Dominion Bridge Corporation
August 19, 1997
Page 6
ii. not bear interest prior to the Maturity Date but provide for a
default rate of interest of 12% per annum commencing on the date
of default and continuing through the default period;
iii. specify as events of default or acceleration any of the
following:
(a) various events of bankruptcy or insolvency affecting DBC,
Newco, Deere Park or the Executive Stockholders;
(b) average closing market price of the DBC Common Stock on
NASDAQ for 10 consecutive trading days being less than $1.00
per share;
(c) Deere Park at any time during the term of Newco having fewer
than two nominees on DBC's Board of Directors other than
temporary vacancies by reason of death or resignation; or
(d) either of the Executive Stockholders being removed as a
director or executive officer of DBC as the result of a
proxy contest;
iv. be subject to mandatory prepayments to the extent that margin
with respect to the Loan is less than required under Regulation T
promulgated by the Board of Governors of the Federal Reserve
System.
c. SECURITY AGREEMENT. The Note, when assigned to Newco, will be secured
pursuant to a pledge and security agreement (the "Security Agreement")
pursuant to which Newco will pledge to and grant Deere Park a security
interest in and to all of the Newco Shares.
d. GUARANTY. The Note will be subject to a limited recourse guaranty by
the Executive Stockholders (the "Guaranty"), which will be secured by
a pledge to Deere Park of 500,000 of the Current Management Shares
owned by them). Liability under the Guaranty will be limited to the
<PAGE>
Messrs. Marengere and Matossian
Dominion Bridge Corporation
August 19, 1997
Page 7
500,000 pledged shares. The terms of the Security Agreement and the
Guaranty will require that, in the event of an uncured default under
the Note, the Note will be paid with Newco Shares in the manner
specified in paragraph 5.a. below.
4. CONDITIONS TO FUNDING OF LOAN. The following will be conditions to funding
of the Loan:
a. DBC BOARD ACTION. The Company's current Board of Directors will have:
i. taken such actions as will be necessary, in the judgment of the
Parties and their respective counsel, to assure that none of the
transactions contemplated hereby will:
(a) trigger the exercise of any rights granted to holders of DBC
Common Stock under DBC's Rights Agreement dated as of
November 26, 1996;
(b) trigger any "change of control" provisions contained in the
service agreements of DBC's executive employees or DBC's
stock appreciation rights plan; or
(c) be subject to the restrictions on business combinations with
interested stockholders imposed by Section 203 of the
Delaware General Corporation Law; and
ii. appointed two nominees of Deere Park to the DBC Board of
Directors.
b. REGISTRATION OF MANAGEMENT OPTION SHARES. Deere Park and its counsel
will have verified that the Management Option Shares have been
registered with the Securities and Exchange Commission on a Form
S-3/S-8 Registration Statement and therefore may publicly be resold.
c. AUTHORITY OF EXECUTIVE STOCKHOLDERS. Deere Park and its counsel will
be reasonably satisfied as to the authority of the Executive
Stockholders to contribute the Management Option Shares to Newco.
<PAGE>
Messrs. Marengere and Matossian
Dominion Bridge Corporation
August 19, 1997
Page 8
5. PAYMENT OF THE NOTE; ALLOCATION OF GAIN.
a. PAYMENT OF THE NOTE. The Note will be paid:
i. with the Management Option Shares; and
ii. if the Management Option Shares are insufficient to provide for
payment in full of the Note:
(a) first, with the Current Management Shares pledged as
collateral security for the Guaranty; and
(b) then, to the extent of any remaining insufficiency, with the
Private Deere Park Shares and the Market Deere Park Shares.
Any Management Option Shares, Currrent Management Shares, Private
Deere Park Shares or Market Deere Park Shares applied to payment of
the Note may be either transferred "in kind" to Deere Park or sold and
the net proceeds of sale paid to Deere Park.
b. ALLOCATION OF GAIN ON MANAGEMENT OPTION SHARES. Any Management Option
Shares (or the proceeds thereof) not used to pay the Note will be
allocated 30% to Deere Park and 70% to the Executive Stockholders (in
proportion to their contributions of Management Option Shares to
Newco).
c. ALLOCATION OF GAIN OR PRIVATE DEERE PARK Shares. Any Private Deere
Park Shares and Market Deere Park Shares (or the proceeds thereof) not
used to pay the Note will be allocated 60% to Deere Park and 40% to
the Executive Stockholders.
<PAGE>
Messrs. Marengere and Matossian
Dominion Bridge Corporation
August 19, 1997
Page 9
d. IN-KIND DISTRIBUTIONS. In the event of the termination and
liquidation of Newco, subject to repayment of the Note, the Newco
Shares may be distributed "in kind" to the owners of Newco in
accordance with their respective interests in gain as described in
paragraphs 5.b. and 5.c. above based on the current market value of
the shares using a 10-day closing average.
6. SPECIAL COVENANTS.
a. OBLIGATION TO INFORM. The Executive Stockholders agree that, at all
times during the term of Newco while they are serving in executive or
managerial capacities with DBC, they will keep Newco's representatives
on the DBC Board of Directors fully informed of all material
developments affecting DBC and its business (it being understood that
such obligation is in no way intended to interfere with or abrogate
the Executive Stockholders' fiduciary responsibilities to DBC and its
other stockholders).
b. NO PARTICIPATION IN CERTAIN ACTIONS. Subject to performance by the
Management Stockholders of their obligations under this Agreement,
Deere Park agrees, on behalf of itself and its affiliates, to the
extent legally permissible, that it will not join in or initiate any
shareholder's derivative lawsuit naming any of the Management
Stockholders a defendant with respect to any actions or omissions
occurring prior to the date hereof, or initiate any proxy contest.
c. NO SHORT SALES. Deere Park agrees that during the term of the Note
neither it nor any of its affiliates will not effect any short sales
of DBC Common Stock.
7. DEFINITIVE DOCUMENTATION. The terms of this letter agreement, which is a
binding contract on the parties, supersede all prior agreements, whether
written or oral, among the parties with respect to the subject matter
hereof. However, this letter agreement will, as soon as practicable, be
superseded by definitive documentation mutually satisfactory to the
Parties and their respective
<PAGE>
Messrs. Marengere and Matossian
Dominion Bridge Corporation
August 19, 1997
Page 10
counsel, including, without limitation, the Newco Governing Documents, the
Note, the Security Agreement and the Guaranty.
8. EXPENSES. Each party shall be responsible for the payment of its own legal
and other expenses related to the transaction contemplated hereby and the
preparation of all definitive documents relating thereto.
If the foregoing correctly states our agreement, please so acknowledge and
confirm by signing this letter in the space provided below and returning it to
the undersigned.
Very truly yours,
DEERE PARK EQUITIES, L.L.C.
By:
-------------------------
Douglas A. Gerrard
Managing-Member
<PAGE>
Messrs. Marengere and Matossian
Dominion Bridge Corporation
August 19, 1997
Page 11
AGREED, ACKNOWLEDGED AND CONFIRMED AS OF THE DATE WRITTEN ABOVE:
- -------------------- ------------------------
MICHEL L. MARENGERE NICOLAS V. MATOSSIAN
<PAGE>
EXHIBIT 4
AGREEMENT
AGREEMENT, dated as of August 18, 1997, by and between each of the persons
named on the signature pages hereto.
WHEREAS, Deere Park Equities, L.L.C., an Illinois limited liability company
(the "LLC"), Douglas A. Gerrard, the sole Class A Member and the managing member
of the LLC ("Gerrard"), and each of the undersigned, with the exception of STG
Investments, Ltd. and Leonard Feldman (collectively, the "Management
Shareholders"), beneficially own shares (the "Shares) of common stock of
Dominion Bridge Corporation (the "Company"); and
WHEREAS, the parties hereto constitute a "group" with respect to the
beneficial ownership of the Shares owned by the LLC, Gerrard and the Management
Shareholders for purposes of Rule 13d-1 and Schedule 13D promulgated by the
Securities and Exchange Commission (the "Commission").
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The parties hereto shall prepare a statement containing the
information required by Schedule 13D with respect to their respective interests
in the Shares (the "Schedule 13D") and any necessary amendments thereto. Each
party hereto shall be responsible for the completeness and accuracy concerning
him, her or it contained therein, but shall not be responsible for the
completeness and accuracy of the information concerning any other party
contained therein, except to the extent that he, she or it knows or has reason
to believe that such information is inaccurate.
2. Gerrard shall be designated as the person authorized to receive
notices and communications with respect to the Schedule 13D and any amendments
thereto.
3. Each of the undersigned hereby constitutes and appoints Douglas A.
Gerrard his or its true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution for him, her or it and in his, her or its
name, place and stead, in any and all capacities, to sign the Schedule 13D and
any amendments thereto, and other documents in connection therewith, to be filed
with the Commission, granting unto said attorney-in-fact and agent all power and
authority to do and perform each and every act requisite and necessary to be
done, as fully to all intents and purposes as he or it might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
4. This Agreement may be executed in counterparts, each of which taken
together shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
DOUGLAS A. GERRARD
/S/ Douglas A. Gerrard
---------------------------------------
DEERE PARK EQUITIES, .L.L.C.
By: /S/ Douglas A. Gerrard
------------------------------------
Name: Douglas A. Gerrard
Title: Managing Member
STG INVESTMENTS, LTD.
By: /S/ Deborah L. Paterson
-------------------------------
Name: Deborah Paterson
Title: Secretary
LEONARD FELDMAN
/S/ Leonard Feldman
---------------------------------------
MICHEL L. MARENGERE
/S/ Michel L. Marengere
---------------------------------------
FIDUTECH TECHNOLOGIES, INC.
By: /S/ Michel L. Marengere
---------------------------------------
Name: Michel L. Marengere
Title: President
<PAGE>
NICOLAS V. MATOSSIAN
/S/ Nicolas V. Matossian
---------------------------------------
GREYHORSE RESOURCES (CANADA)
LTD.
By: /S/ Nicolas V. Matossian
---------------------------------------
Name: Nicolas V. Matossian
Title: President
CHRIS THEODOROPOULOS
/S/ Chris Theodoropoulos
---------------------------------------
OLIVIER DESPRES
/S/ Olivier Despres
---------------------------------------
ARTHUR GELINAS
/S/ Arthur Gelinas
---------------------------------------
ROBERT CHARTIER
/S/ Robert Chartier
---------------------------------------
JACQUES DELORME
/S/ Jacques Delorme
---------------------------------------
<PAGE>
SERVIDEL INC.
By: /S/ Jacques Delorme
------------------------------------
Name: Jacques Delorme
Title: President
VITOLD JORDAN
/S/ Vitold Jordan
---------------------------------------
TED SHTYM
/S/ Ted Shtym
---------------------------------------
ROSALBA NESPECA
/S/ Rosalba Nespeca
---------------------------------------
MICHELINE PRUD'HOMME
/S/ Micheline Prud'Homme
---------------------------------------
RENE AMYOT
/S/ Rene Amyot
---------------------------------------
