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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Dominion Bridge Corporation
_______________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.001 per share
_______________________________________________________________________________
(Title of Class of Securities)
0002571921
_______________________________________________________________________________
(CUSIP Number)
Douglas A. Gerrard, Deere Park 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)
November 19, 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).
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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 OF A GROUP (a) / X /(1)
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC/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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SOLE VOTING POWER
EACH 6,557,560
REPORTING
PERSON WITH 9 SHARED DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,490,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,557,560
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
14 TYPE OF REPORTING PERSON
OO
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1 The filing person is filing this Schedule 13D in its individual
capacity only and not as a Group Member.
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ITEM 1. SECURITY AND ISSUER.
No change.
ITEM 2. IDENTITY AND BACKGROUND.
No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No change.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 remains unchanged, except that the following information is hereby
added thereto:
On November 19, 1997, the LLC entered into a letter agreement (the
"Committee Agreement") with The Committee to Revitalize Dominion Bridge
Corporation (the "Committee"). The Committee has been engaged in the
solicitation of consents from the Company's shareholders to remove and
replace the Company's management and to replace the Company's current
by-laws.
Pursuant to the Committee Agreement, the Committee, in consideration for
a cash payment by the LLC, agreed to (i) suspend its solicitation activities
until the earier of (a) the close of business on December 1, 1997 or (b) the
presentation of a written proposal to the Company's Board of Directors with
respect to a change of control of the Company; and (ii) terminate its
dissemination of information and allegations regarding the LLC. In addition,
the Committee Agreement provides for the LLC's guarantee of an additional
payment to the Committee in the event of (i) the acquisition by any party of
more than 50% of the Company's outstanding voting securities or (ii) the sale
by the LLC of certain portions of the Company's voting securities owned by
it, within two (2) years from the date of the Committee Agreement. The
Committee Agreement also contains a confidentiality agreement between each of
the LLC and its officers, directors, representatives, agents and affiliates,
and the Committee and its members, representatives, agents and affiliates,
with respect to the other.
In the Committee Agreement, both the LLC and the Committee acknowledge
that the acquisition of a controlling interest in the Company may represent
an attractive investment opportunity for a prospective acquirer, that the
continuation of the Committee's consent solicitation may deter a potential
acquirer from pursuing such an investment opportunity and, accordingly, that
cessation of the consent solicitation is in the best interests of the Company
and its shareholders. Neither the LLC nor any of its officers, directors,
employees or agents has any current plans to acquire a controlling interest
in the Company or any arrangement or agreement with any other person or
entity with respect thereto.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
No change.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Committee Agreement
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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: November 21, 1997
/s/ Douglas A. Gerrard
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Douglas A. Gerrard
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EXHIBIT INDEX
Exhibit No. Document
1. Letter Agreement, dated November 19, 1997, between The
Committee to Revitalize Dominion Bridge Corporation and Deere Park Equities,
L.L.C.
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EXHIBIT 1
DEERE PARK EQUITIES, L.L.C.
650 DUNDEE ROAD, SUITE 640
NORTHBROOK, ILLINOIS 60062
November 19, 1997
The Committee to Revitalize
Dominion Bridge Corporation
c/o Ilan Reich, Esq.
Olshan Grundman
505 Park Avenue, 15th Floor
New York, New York 10022
Ladies and Gentlemen:
The purpose of this letter is to set forth our agreement with respect to (i)
the suspension by the Committee to Revitalize Dominion Bridge Corporation
(the "Committee") of its solicitation of consents from the shareholders of
Dominion Bridge Corporation (the "Company") to remove and replace the
Company's management and to replace the Company's by-laws, and all activities
related thereto and in connection therewith (collectively, the "Solicitation
Activities") and (ii) the permanent cessation of the public dissemination by
the Committee and its members, representatives, agents and Affiliates (as
hereinafter defined) of information or allegations regarding Deere Park
Equities, L.L.C. ("Deere Park") or its officers, directors, employees,
representatives and Affiliates (collectively, the "Dissemination
Activities").
It is understood that neither Deere Park nor any of its officers, directors,
employees or agents have any current plans to acquire a controlling interest
in the Company or any arrangement or agreement with any other person or
entity with respect thereto. However, the parties hereto acknowledge that
the acquisition of a controlling interest in the Company may represent an
attractive investment opportunity for a prospective acquirer, that the
continuation of the Solicitation activities may deter a prospective acquirer,
and, accordingly, that suspension of the Solicitation Activities is in the
best interests of the Company and its shareholders.
For purposes of this Agreement, an "Affiliate" of any specified person or
entity shall mean any person or entity that, directly or indirectly, controls
or is controlled by, or is under common control with, the person or entity
specified. For purposes of this Agreement, the term "control" shall include
the ownership of 5% or more of the outstanding voting securities.
1. SUSPENSION OF SOLICITATION ACTIVITIES AND CESSATION OF DISSEMINATION
ACTIVITIES
a. AGREEMENT TO SUSPEND AND CEASE. In consideration for Deere Park's payment,
in cash, to the Committee, by check or wire transfer, immediately upon the
execution hereof, of the amount set forth on Exhibit A hereto, each of the
Committee and its members, representatives, agents and Affiliates hereby agree
to (i) discontinue, suspend, hold in abeyance and take no action(s) in
furtherance of, any Solicitation Activities until the earlier of (A) the close
of business on
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December 1, 1997 or (B) the presentation of a written proposal to the
Company's Board of Directors by Deere Park or any other person or entity with
respect to a Change of Control (as hereinafter defined) of the Company; and
(ii) permanently cease all Dissemination Activities.
b. DEFINITION OF CHANGE OF CONTROL. For purposes of this Agreement, a "Change
of Control" shall mean the occurrence of any of the following events:
(i) The Company is merged or consolidated or reorganized into or with
another corporation or other person or entity and as a result of such
merger, consolidation or reorganization less than 50% of the outstanding
voting securities or other capital interests of the surviving, resulting or
acquiring corporation or other person or entity are owned in the aggregate
by the stockholders of the Company immediately prior to such merger,
consolidation or reorganization;
(ii) The Company sells a substantial portion of its business and/or assets
to any other corporation or other person or entity, less than 50% of the
outstanding voting securities or other capital interest of which are owned
in the aggregate by the stockholders of the Company, directly or
indirectly, immediately prior to or after such sale;
(iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any
successor schedule, form or report) each as promulgated pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
disclosing that any person (as the term "person" is used in Section
13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial
owner (as the term "beneficial owner" is defined under Rule 13d-3 or any
successor rule or regulation promulgated under the Exchange Act) of more
than 50% of the issued and outstanding shares of voting securities of the
Company; or
(iv) Individuals who at the date of this Agreement constitute directors of
the Company cease for any reason to constitute at least a majority thereof
unless the election, or the nomination for election by the Company's
stockholders, or each new director was approved by at least two-thirds of
such directors of the Company then still in office who were directors on
the date of this Agreement.
2. ACQUISITION OF CONTROLLING INTEREST. In the event that, at any time within
two (2) years from the date hereof, (a) Deere Park acquires more than 50% of the
outstanding voting securities of the Company at any price, (b) any other person
or entity acquires more than 50% of the outstanding voting securities of the
Company at a price higher than $2.50 per share or (c) Deere Park sells more than
(i) 75% of the outstanding voting securities of the Company beneficially owned
by it on the date hereof at a price equal to or higher than $3.00 per share or
(ii) 100% of the outstanding voting securities of the Company beneficially owned
by it on the date hereof at a price higher than $2.50 per share, Deere Park
hereby guarantees that the Committee shall be paid, as soon as practicable
thereafter, the amount set forth on Exhibit B hereto.
3. CONFIDENTIALITY; DISCLOSURE. Neither (a) the Committee or any member,
representative, agent or Affiliate thereof, on the one hand, nor (b) Deere Park
or any officer, director,
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representative, agent or Affiliate thereof, on the other hand, shall, at any
time, directly or indirectly, use, communicate, disclose, exploit or
disseminate any information relating to the other, including, without
limitation, with respect to their investment in, or relationship with, the
Company and the terms of this Agreement, in any manner whatsoever, except as
may be required by applicable law or under legal process by subpoena or other
court order or pursuant to the prior written consent of the other. Each of
Deere Park and the Committee, at its sole discretion, shall keep the other
apprised of its discussions with the Company and third parties with respect
to a Change of Control of the Company.
4. REMEDIES UPON BREACH. The Committee acknowledges and agrees that (a)
Deere Park shall be irreparably injured in the event of a breach by the
Committee of any of its obligations under this Agreement; (b) monetary
damages shall not be an adequate remedy for any such breach; and (c) Deere
Park shall be entitled to injunctive relief, in addition to any other remedy
which it may have, in the event of any such breach.
5. CONTINUING EFFECT. Where the context of this Agreement shall require,
the respective rights and obligations of the parties shall survive the
execution, and any termination or expiration, of this Agreement.
6. SEVERABILITY. If in any jurisdiction any term or provision hereof shall
be determined to be invalid or unenforceable, (a) the remaining terms and
provisions hereof shall be unimpaired, (b) any such invalidity or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction, and (c) the invalid
or unenforceable term or provision shall, for purposes of such jurisdiction,
be deemed replaced by a term or provision that is valid and enforceable and
that comes closest to expressing the intention of the invalid or
unenforceable term or provision.
7. EXECUTION IN COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement (and all
signatures need not appear on any one counterpart), and this Agreement shall
become effective when one or more counterparts shall have been signed by each
of the parties hereto and delivered to each of the other parties hereto.
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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: /s/ Douglas A. Gerrard
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Douglas A. Gerrard
Managing-Member
AGREED, ACKNOWLEDGED AND CONFIRMED
AS OF THE DATE WRITTEN ABOVE:
By: /s/ John Kuhns
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John Kuhns
As Authorized Agent of The Committee to
Revitalize Dominion Bridge Corporation
