<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
---------
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., 650 Dundee Road, Suite 460,
Northbrook, IL 60062; Telphone no. (847) 509-8500
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 2, 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).
(Continued on following page(s)
<PAGE>
CUSIP No. 0002571921 13D
---------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Dominion Park, 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*
WC/OO
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
6,557,560
--------------------------------------------------
(9) Sole Dispositive Power
0
--------------------------------------------------
(10) Shared Dispositive Power
4,490,100
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
6,557,560
- -------------------------------------------------------------------------------
(12) Check 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*
00
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
- ----------------------------------------------
(1) The filing person is also filing this Schedule 13D in its individual
capacity.
<PAGE>
CUSIP No. 0002571921 13D
---------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Deere Park Equities, L.L.C.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /x/(2)
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
WC/OO
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 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
6,557,560
--------------------------------------------------
(9) Sole Dispositive Power
0
--------------------------------------------------
(10) Shared Dispositive Power
4,490,100
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
6,557,560
- -------------------------------------------------------------------------------
(12) Check 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*
00
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
- ----------------------------------------------
(2) The filing person is also filing this Schedule 13D in its individual
capacity.
<PAGE>
CUSIP No. 0002571921 13D
-----------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Douglas A. Gerrard
- -------------------------------------------------------------------------------
(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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 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
6,557,560
--------------------------------------------------
(9) Sole Dispositive Power
0
--------------------------------------------------
(10) Shared Dispositive Power
4,490,100
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
6,557,560
- -------------------------------------------------------------------------------
(12) Check 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*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
- ----------------------------------------------
(3) The filing person is also filing this Schedule 13D in his individual
capacity.
<PAGE>
CUSIP No. 0002571921 13D
-----------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Allen Gerrard
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /x/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
N/A
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 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 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
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0002571921 13D
-----------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Wellgate International Ltd.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /x/(4)
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
WC/OO
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
British Virgin Islands
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
6,557,560
--------------------------------------------------
(9) Sole Dispositive Power
0
--------------------------------------------------
(10) Shared Dispositive Power
4,990,100
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
6,557,560
- -------------------------------------------------------------------------------
(12) Check 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*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
- ----------------------------------------------
(4) The filing person is slso filing this Schedule 13D in its individual
capacity.
<PAGE>
CUSIP No. 0002571921 13D
-----------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Michel L. Marengere
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /x/(5)
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
OO
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 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
6,557,560
--------------------------------------------------
(9) Sole Dispositive Power
0
--------------------------------------------------
(10) Shared Dispositive Power
6,355,192
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
6,557,560
- -------------------------------------------------------------------------------
(12) Check 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*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
- ----------------------------------------------
(5) The filing person is also filing this Schedule 13D in his individual
capacity.
<PAGE>
CUSIP No. 0002571921 13D
-----------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Fidutech Technologies, 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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 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
0
--------------------------------------------------
(9) Sole Dispositive Power
0
--------------------------------------------------
(10) Shared Dispositive Power
1,359,792
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,359,792
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
4.3%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0002571921 13D
-----------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Nicolas Matossian
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /x/(6)
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
OO
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 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
6,557,560
--------------------------------------------------
(9) Sole Dispositive Power
46,000
--------------------------------------------------
(10) Shared Dispositive Power
4,490,100
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
6,557,560
- -------------------------------------------------------------------------------
(12) Check 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*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
- ----------------------------------------------
(6) The filing person is also filing this Schedule 13D in his individual
capacity.
<PAGE>
CUSIP No. 0002571921 13D
-----------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. 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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 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
0
--------------------------------------------------
(9) Sole Dispositive Power
0
--------------------------------------------------
(10) Shared Dispositive Power
4,000
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
4,0000
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
.01%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0002571921 13D
-----------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. 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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 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
0
--------------------------------------------------
(9) Sole Dispositive Power
20,000
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
20,000
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
.06%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0002571921 13D
-----------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. 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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 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
0
--------------------------------------------------
(9) Sole Dispositive Power
0
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
0
- -------------------------------------------------------------------------------
(12) Check 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
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0002571921 13D
-----------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. 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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 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
0
--------------------------------------------------
(9) Sole Dispositive Power
20,000
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
20,000
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
.06%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0002571921 13D
-----------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. 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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 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
0
--------------------------------------------------
(9) Sole Dispositive Power
20,000
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
20,000
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
.06%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0002571921 13D
-----------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. 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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 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
0
--------------------------------------------------
(9) Sole Dispositive Power
26,868
--------------------------------------------------
(10) Shared Dispositive Power
5,000
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
31,868
- -------------------------------------------------------------------------------
(12) Check 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
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0002571921 13D
-----------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. 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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 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
0
--------------------------------------------------
(9) Sole Dispositive Power
0
--------------------------------------------------
(10) Shared Dispositive Power
5,000
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
5,000
- -------------------------------------------------------------------------------
(12) Check 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
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0002571921 13D
-----------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. 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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 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
0
--------------------------------------------------
(9) Sole Dispositive Power
20,000
--------------------------------------------------
(10) Shared Dispositive Power
5,000
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
25,000
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/x/
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
.08%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0002571921 13D
-----------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. 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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 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
0
--------------------------------------------------
(9) Sole Dispositive Power
20,000
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
20,000
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
.06%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0002571921 13D
-----------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. 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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 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
0
--------------------------------------------------
(9) Sole Dispositive Power
15,500
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
15,500
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
.05%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0002571921 13D
-----------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. 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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 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
0
--------------------------------------------------
(9) Sole Dispositive Power
0
--------------------------------------------------
(10) Shared Dispositive Power
5,300
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
5,300
- -------------------------------------------------------------------------------
(12) Check 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*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 0002571921 13D
-----------
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. 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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 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
0
--------------------------------------------------
(9) Sole Dispositive Power
0
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
0
- -------------------------------------------------------------------------------
(12) Check 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
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
No change.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 remains unchanged, except that the following information is hereby
added thereto:
This statement is also filed by Dominion Park, L.L.C., a Delaware limited
liability company with a business address of 650 Dundee Road, Suite 460,
Northbrook, IL 60062 ("Dominion Park"), by Wellgate International Ltd., a
British Virgin Islands corporation with a business address of c/o Michel
Marengere, Dominion Bridge Corporation, 500 Notre Dame Street, 3rd Floor,
Lachine, Quebec CANADA H8S 2B2 ("Wellgate"), and by Allen Gerrard, an individual
of United States citizenship with a business address of 650 Dundee Road, Suite
460, Northbrook, IL 60062 ("Allen"). Marengere and Matossian are the sole
shareholders, executive officers and directors of Wellgate. Wellgate and the
LLC are the sole members of Dominion Park and Gerrard, Feldman, Marengere and
Matossian are the sole members of the Board of Managers of Dominion Park.
Together with the LLC, Gerrard, STG, Feldman, Marengere, FTI, Matossian,
Greyhorse, Theodoropoulos, Despres, Gelinas, Chartier, Delorme, Servidel,
Jordan, Shtym, Nespeca, Prud'homme and Amyot, Dominion Park, Wellgate and Allen
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. Each of Dominion Park and Wellgate is engaged in the
investment business. Allen is a practicing attorney. The purpose of this
Amendment No. 1 is to supplement certain information reported on (i) the
statement on Schedule 13D filed with the Securities and Exchange Commission
by the individuals and entities set forth below under Item 2 and (ii) the
statement on Schedule 13D filed by Michel L. Marengere dated Septemer 30,
1993 (the "Marengere 13D") with respect to the beneficial ownership of the
Common Stock, par value $.001 per share, issued by Dominion Bridge
Corporation.
This Statement is also filed by each of Dominion Park, Wellgate, Matossian
and Marengere in their individual capacities.
Neither Dominion Park, Wellgate nor Allen has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
Neither Dominion Park, Wellgate nor Allen 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.
Item 3 remains unchanged, except that the following information is hereby
added thereto:
On September 2, 1997, the LLC entered into a Letter Agreement with
Matossian and Marengere, dated as of August 29, 1997 but executed on September
2, 1997, a copy of which is attached hereto as Exhibit 1 and incorporated herein
by reference (the "Dominion Park Letter Agreement"). The Dominion Park Letter
Agreement identifies Dominion Park as the "Newco"
<PAGE>
referred to in the Letter Agreement dated August 19, 1997. Pursuant to the
Dominion Park Letter Agreement, the LLC made a loan in the amount $4,760,000
(the "LLC Loan"). The proceeds of the LLC Loan were used by the members of
Management, Prud'homme and Amyot to exercise the options to purchase an
aggregate of 2,380,000 shares of Common Stock (the "Option Shares") held by
them. The Option Shares were then contributed by Management to Wellgate and
Wellgate, in turn, contributed the Option Shares to Dominion Park. In
consideration of the transfer of the Option Shares to Dominion Park, Dominion
Park agreed to assume the obligation of Management to repay the LLC Loan and, to
evidence such obligation, issued to the LLC a Secured Promissory Note, dated as
of August 29, 1997 but executed on September 2, 1997, in the amount of
$4,760,000 (the "Dominion Park Note"), a copy of which is attached hereto as
Exhibit 2 and incorporated herein by reference. As security for its payment of
the Dominion Park Note, Dominion Park executed a Stock Pledge and Security
Agreement, dated as of August 29, 1997 but executed on September 2, 1997,
between Dominion Park and the LLC (the "Dominion Park Pledge Agreement"), a copy
of which is attached hereto as Exhibit 3 and incorporated herein by reference,
with respect to the 4,490,000 shares of Common Stock owned by Dominion Park (and
any shares of Common Stock thereafter acquired by Dominion Park). To provide
additional security for repayment of the LLC Loan, Wellgate issued to the LLC a
Limited Recourse Guarantee, dated as of August 29, 1997 but executed on
September 2, 1997 (the "Guarantee"), a copy of which is attached hereto as
Exhibit 4 and incorporated herein by reference. The Guarantee is secured by a
Stock Pledge and Security Agreement, dated as of August 29, 1997 but executed on
September 2, 1997 (the "Wellgate Pledge Agreement"), a copy of which is attached
hereto as Exhibit 5 and incorporated herein by reference. Pursuant to the
Wellgate Pledge Agreement, Wellgate pledged to the LLC 500,000 shares of Common
Stock, 300,000 of which had been contributed by FTI to Wellgate and 200,000 of
which had been contributed by Greyhorse to Wellgate.
In addition to providing for the LLC Loan, the Dominion Park Letter
Agreement provides that two nominees designated by the LLC shall be appointed as
additional members of the Company's Board of Directors. The LLC has identified
Allen and Feldman as such nominees. The Dominion Park Letter Agreement also
provides that the Company shall use its best efforts to register all Option
Shares for sale under the Securities Act of 1933.
In addition, on August 29, 1997, the LLC contributed the Privately
Purchased Shares and the Market Shares to Dominion Park, and the members of
Management, FTI, Greyhorse, Servidel, Jordan's spouse, Prud'homme and Amyot
executed, or will execute, voting proxies in favor of Dominion Park with respect
to an aggregate of 1,567,460 shares of Common Stock owned by them (which are not
Option Shares) and with respect to any additional shares of the Company's Common
Stock acquired at any time prior to or during the existence of Dominion Park.
A copy of the Edinov Agreement, referred to in the Marengere 13D, is
attached hereto as Exhibit 6 and incorporated herein by reference.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 remains unchanged, except that the following information is hereby
added thereto:
Like the other Group Members, each of Dominion Park and Wellgate acquired
its shares of Common Stock for investment purposes.
On August 18, 1997, the Committee announced that it had not obtained the
number of shareholder consents required under Delaware law to remove the
Company's senior management. However, the Committee further announced that in
order to commence a second consent solicitation, it had set a new record date of
August 20, 1997. The Group continues to oppose such solicitation and certain
members thereof are engaged in discussions with representatives of the
Committee, with a view to settling the dispute.
Members of the Group are in the process of formulating a proposal with a
third party regarding a business combination with the Company. The Group or
its members may also explore the possibility of entering into a business
combination with other third parties in the future. To date, no agreement
has been reached regarding price or other terms of any such proposal; and no
assurances can be given that any of the Group's efforts will result in the
development or submission to the Company of a definitive proposal.
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 31,432,648 shares outstanding, which is the
total number of shares of Common Stock outstanding on August 5, 1997 (29,052,648
shares), 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,
in addition to the 2,380,000 Option Shares which have been issued since the date
of the Schedule 13D (see Item 3 hereof) and are presently outstanding.
Each of the Group, Dominion Park, the LLC, Gerrard, Wellgate, Marengere and
Matossian beneficially owns 6,557,560 shares of Common Stock, representing
approximately 20.9% of the number of issued and outstanding shares of Common
Stock. This number includes the shares owned by Marengere's spouse. See
Prud'homme below.
FTI beneficially owns 1,359,792 shares, representing approximately 4.3% of
the number of issued and outstanding shares of Common Stock.
Greyhorse beneficially owns 4,000 shares, representing approximately .01%
of the number of issued and outstanding shares of Common Stock.
Theodoropoulos beneficially owns 20,000 shares, representing approximately
.06% of the number of issued and outstanding shares of Common Stock.
Gelinas beneficially owns 20,000 shares, representing approximately .06% of
the number of issued and outstanding shares of Common Stock.
Chartier beneficially owns 20,000 shares, representing approximately .06%
of the number of issued and outstanding shares of Common Stock.
Delorme beneficially owns 26,868 shares, representing approximately .1% of
the number of issued and outstanding shares of Common Stock.
<PAGE>
Servidel beneficially owns 5,000 shares, representing approximately .02% of
the number of issued and outstanding shares of Common Stock.
Jordan beneficially owns 25,000 shares, representing approximately .08% of
the number of issued and outstanding shares of Common Stock. Such number of
shares includes 5,000 shares owned by Jordan's spouse.
Shtym beneficially owns 20,000 shares, representing approximately .06% of
the number of issued and outstanding shares of Common Stock.
Nespeca beneficially owns 15,500 shares, representing approximately .5% of
the number of issued and outstanding shares of Common Stock.
Prud'homme beneficially owns 5,300 shares, representing approximately .02%
of the number of issued and outstanding shares of Common Stock.
Neither STG, Consolidated Nominees, any person listed on Schedule A to the
Schedule 13D, Feldman, Allen, Despres or Amyot beneficially owns any shares of
the Company's Common Stock.
(b) Each of Dominion Park, the LLC, Gerrard, Wellgate, Marengere and
Matossian shares the power to vote all 6,557,560 shares of Common Stock
beneficially owned by it or him with the others, and the power to dispose of
4,490,100 shares of Common Stock beneficially owned by him or it with the
others. Subject to the provisions of the Wellgate Pledge Agreement, each of
Wellgate, Marengere and Matossian shares the power to dispose of 500,000 shares
of Common Stock beneficially owned by it or him with the others. Each of
Marengere and FTI shares the power to dispose of the 1,359,792 shares of Common
Stock as to which they share beneficial ownership. Each of Marengere and
Prud'homme shares the power to dispose of the 5,300 shares of Common Stock as to
which they share beneficial ownership. Each of Matossian and Greyhorse shares
the power to dispose of the 4,000 shares of Common Stock as to which they share
beneficial ownership. Each of Delorme and Servidel shares the power to 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.
(c) No change.
(d) See Item 4 hereof.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 remains unchanged, except that the following information is hereby
added thereto:
<PAGE>
Marengere and Matossian are the sole shareholders, executive officers and
directors of Wellgate. Wellgate and the LLC are the sole members of Dominion
Park and Gerrard, Feldman, Marengere and Matossian are the sole members of the
Board of Managers of Dominion Park. Allen and Feldman have been nominated by
the LLC to serve on the Board of Directors of the Company.
Each of Dominion Park, Wellgate and Allen has executed a Joint Filing
Agreement, dated as of September 11, 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. Dominion Park Letter Agreement
2. Dominion Park Note
3. Dominion Park Pledge Agreement
4. Guarantee
5. Wellgate Pledge Agreement
6. Edinov Agreement
7. 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: September 16, 1997
/s/ Douglas A. Gerrard
---------------------------------------
Douglas A. Gerrard
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
1. Letter Agreement, dated August 29, 1997, from Michel Marengere and
Nicholas Matossian to Deere Park Equities, L.L.C.
2. Secured Promissory Note, dated August 29, 1997, issued by Dominion
Park, L.L.C. to Deere Park Equities, L.L.C.
3. Stock Pledge and Security Agreement, dated August 29, 1997, between
Dominion Park and Deere Park Equities, L.L.C.
4. Limited Recourse Guarantee, dated August 29, 1997, issued by Wellgate
International Ltd. to Deere Park Equities, L.L.C.
5. Stock Pledge and Security Agreement, dated August 29, 1997, issued by
Wellgate International Ltd. to Deere Park Equities, L.L.C.
6. Arrangement Agreement, dated June 25, 1993, among Cedar Group Inc.,
Edinov Technologies Inc. and Fidutech Technologies Inc.
7. Joint Filing Agreement, dated September 12, 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.
<PAGE>
Deere Park Equities, L.L.C.
650 Dundee Road
Suite 460
Northbrook, IL 60062
Re: DOMINION BRIDGE CORPORATION
Gentlemen:
The undersigned understand that Deere Park Equities, L.L.C., an Illinois limited
liability company ("Deere Park"), intends to lend funds this date (the "Loan")
to Dominion Park, L.L.C., a newly formed Delaware limited liability company
("Dominion Park"), pursuant to that certain letter agreement dated August 19,
1997, as amended, among Deere Park and the undersigned (the "Letter Agreement").
In order to induce Deere Park to make the Loan, the undersigned represent,
warrant and covenant to Deere Park as follows:
1. DEFINITIONS. All capitalized terms used and not otherwise defined in this
letter have the meanings ascribed to them in the Letter Agreement. It is
understood that Dominion Park is the entity described as "Newco" in the
Letter Agreement.
2. ACKNOWLEDGMENT OF ADVANCE FUNDING. The undersigned acknowledge that Deere
Park has previously funded $2,500,000 of the Loan ($1,000,000 on August 22,
1997 and $1,500,000 on August 28, 1997), which the Management Stockholders
have applied as partial payment for the Management Option Shares. The
remaining balance of the Loan to be funded is therefore $2,260,000.
3. EXERCISE OF OPTIONS. The Management Stockholders have exercised their
respective Management Options in accordance with all applicable
requirements of the DBC's stock option plan and all conditions to the
issuance of the Management Option Shares have been satisfied, subject only
to receipt by Nesbitt Burns, on behalf of DBC, of the remaining balance of
the Loan in payment of the exercise therefor.
4. TRANSFER OF MANAGEMENT OPTION SHARES TO WELLGATE. The Management
Stockholders have irrevocably transferred their respective Management
Option Shares, upon issuance, to Wellgate International Ltd., a British
Virgin Islands corporation ("Wellgate"). Wellgate has irrevocably
instructed Nesbitt Burns to transfer the Management Option Shares to Deere
Park, for the account of Dominion Park, upon receipt of the remaining
balance of the Loan proceeds. A copy of Wellgate's letter of direction is
attached to this letter as Exhibit A.
<PAGE>
5. TRANSFER OF COLLATERAL SHARES. Prior to funding of the remaining balance
of the Loan, the undersigned will take all steps necessary to (a) cause the
transfer to Wellgate of 500,000 additional shares of DBC Common Stock
standing in their respective names (the "Collateral Shares") and (b) direct
Wellgate to cause Nesbitt Burns to transfer the Collateral Shares to Deere
Park, for the account of Dominion Park, as collateral security for the
Guaranty. A copy of Wellgate's letter of direction to Nesbitt Burns to so
transfer the Collateral Shares is attached to this letter as Exhibit B.
6. REPRESENTATIONS REGARDING SHARES. The Collateral Shares are, and the
Management Option Shares upon payment of the remaining exercise price
therefor will be, validly issued, fully paid and nonassessable shares of
DBC Common Stock. Subject to payment of the remaining purchase price
therefor, Wellgate will have, and upon transfer of the Management Option
Shares to Dominion Park, Dominion Park will have, good and marketable
title to the Management Option Shares, free and clear of any liens, claims
or encumbrances whatsoever, other than those created by the Security
Agreement. The undersigned have, and upon transfer of the Collateral
Shares to Wellgate, Wellgate will have, good and marketable title to the
Collateral Shares, free and clear of any liens, claims or encumbrances
whatsoever, other than the pledge of the Collateral Shares to Dominion Park
to secure the Guaranty.
7. AUTHORITY OF MANAGEMENT STOCKHOLDERS AND WELLGATE. The Management
Stockholders and Wellgate have full power and authority to enter into the
transactions contemplated by the Letter Agreement and to execute and
deliver, and perform their respective obligations under, all documents and
agreements contemplated thereby. The undersigned are the sole directors
and executive officers of Wellgate and undertake, prior to or promptly
following the funding of the Loan, to deliver to Deere Park certified
resolutions evidencing the incumbency and authority of the undersigned and
certified resolutions authorizing the participation by Wellgate in all
transactions contemplated by the Letter Agreement.
8. REPRESENTATION ON DBC BOARD. Allen Gerrard and Derek Tenant have been
approved by the Selection Committee of DBC's Board of Directors, and
immediately upon funding of the Loan, the undersigned will call a special
meeting of the Board of Directors to approve the appointment of Messrs.
Gerrard and Tenant as additional directors of DBC.
9. FORM S-3/S-8 REGISTRATION STATEMENT. Promptly following the funding of the
Loan, the undersigned will use their best efforts to cause DBC to file a
Form S-3/S-8 Registration Statement covering the resale of all Management
Option Shares not covered in DBC's previously-filed Form S-3/S-8
Registration Statement The new Form S-3/S-8 Registration Statement shall
be in substantially in the form of the draft previously furnished to Deere
Park's counsel but with such changes as may be required to reflect the
transfer of the Management Shares to Dominion Park. At all times
thereafter during the term of Dominion Park, the undersigned shall also use
their best efforts to cause DBC to take such further action, if any, as may
be required under applicable federal and state securities laws to permit
the resale of the Management Option Shares by Dominion Park.
<PAGE>
10. DEFAULT UNDER THE NOTE. The undersigned acknowledge and agree that the
breach by the undersigned of any of their representations, warranties or
covenants contained in this letter shall be an event of default under the
Note, entitling Dominion Park to call the Note and exercise all of its
remedies with respect thereto.
Very truly yours,
/s/ MICHEL L. MARENGERE /s/ NICHOLAS V. MATOSSIAN
- ------------------------ ---------------------------
Michel L. Marengere Nicholas V. Matossian
<PAGE>
EXHIBIT 2
SECURED PROMISSORY NOTE
$4,760,000.00 Dated: August 29, 1997
Chicago, Illinois Due: August 31, 2002
FOR VALUE RECEIVED, the undersigned, DOMINION PARK, L.L.C., a Delaware
limited liability company ("Maker"), promises to pay to the order of DEERE PARK
EQUITIES, L.L.C., an Illinois limited liability company ("Holder"), the
principal sum of Four Million Seven Hundred Sixty Thousand and No/100ths Dollars
($4,760,000.00). The principal balance of this Secured Promissory Note (the
"Note") shall bear no interest except as otherwise set forth herein. Except as
otherwise provided herein, the indebtedness evidenced hereby shall be due and
payable by Maker to Holder on August 31, 2002.
Upon the occurrence of an Event of Default (as defined herein), the
principal amount of this Note shall thereafter, until such default is cured,
bear interest at a rate of twelve percent (12%) per annum. Interest hereunder
shall be computed on the basis of a year consisting of 360 days and charged for
the actual number of days within the period for which interest is being charged.
This Note may be prepaid, in whole or in part, at the option of Maker
without penalty or premium. Subject to the provisions of that certain letter
dated August 19, 1997 from STG Investments, Ltd. to Michel L. Marengere and
Nicolas V. Matossian, the indebtedness evidenced by this Note shall be subject
to mandatory prepayments to the extent required from time to time to comply with
the margin requirements of Holder as set forth in Regulation T promulgated by
the Board of Governors of the Federal Reserve System.
This Note is referred to in, and was executed and delivered pursuant to,
that certain letter agreement among Holder, Michel L. Marengere ("Marengere")
and Nicolas V. Matossian ("Matossian") dated August 19, 1997, as amended August
29, 1997 (the "Letter Agreement"). Capitalized terms used herein and not
otherwise defined shall have the meaning ascribed to them in the Letter
Agreement.
Payments of the indebtedness evidenced hereby shall be made, as determined
by Maker, by the payment in lawful money of the United States of America or by a
distribution "in kind" of shares of DBC Common Stock, in which event the value
of the shares of DBC Common Stock distributed to Holder shall be deemed to be
the average of the market value of the shares for the ten business days
immediately preceding the day upon which payment is made. For purposes of this
Note, "market value" shall be determined as follows: (i) if the DBC Common Stock
is listed on a national securities exchange or admitted to unlisted trading
privileges on such exchange or listed for trading on the NASDAQ National Market
or SmallCap Market, the last reported sale price of the DBC Common Stock, or if
no such sale is made on such business day, the mean of the closing bid and asked
prices for such day; (ii) if the DBC Common Stock is not listed or admitted to
unlisted trading privileges, the mean of the last reported bid and asked prices
reported by the National Quotation Bureau, Inc. or the National Association of
Securities Dealers, Inc. OTC Bulletin Board for such day; or (iii) if the DBC
Common Stock is not so listed
<PAGE>
or admitted to unlisted trading privileges and bid and asked prices are not so
reported, the market value as agreed upon by Maker and Holder.
The indebtedness due hereunder is secured by agreements, instruments and
guarantees as may be contemporaneously or hereafter granted to Holder by Maker
or any other persons or entities, including, without limitation: (i) that
certain Stock Pledge and Security Agreement of even date herewith by Maker in
favor of Holder; (ii) that certain Limited Recourse Guaranty of even date
herewith by Wellgate International Ltd., a corporation organized under the laws
of the British Virgin Islands ("Wellgate") in favor of Holder; and (iii) that
certain Stock Pledge and Security Agreement of even date herewith by Wellgate in
favor of Holder (collectively, the "Collateral Documents").
Upon the occurrence of an Event of Default, at the option of Holder, and
without demand therefor or notice thereof from Holder to Maker or any other
person or entity, all indebtedness due hereunder shall be immediately due and
payable and shall be collectible at any time after such Event of Default.
The acceptance by Holder of any partial payment after an Event of Default
will not establish a custom, or waive any of Holder's rights or remedies
pursuant to this Note, the Collateral Documents, or at law or in equity. For
purposes hereof, an Event of Default shall mean the occurrence of any one or
more of the following:
(a) Maker defaults in satisfying or observing any of the terms,
conditions, representations, warranties or covenants set forth in
this Note, or Maker or any other party to the Collateral
Documents other than Holder, defaults in satisfying or observing
any of the terms, conditions, representations, warranties or
covenants of the Collateral Documents, and such default is not
cured within ten (10) days after Holder's provision of written
notice thereof;
(b) Maker, Holder, Wellgate or DBC files a voluntary bankruptcy
petition or a filing against any such person of an involuntary
bankruptcy petition is made and not dismissed within sixty (60)
days;
(c) Maker, Holder, Wellgate or DBC admits in writing of its inability
to pay its debts as they mature, or any such person makes an
assignment for the benefit of creditors or applies for or
consents to the appointment of a trustee or receiver for any such
person or for the major part of its properties;
(d) A trustee or receiver is appointed for Maker, Holder, Wellgate or
DBC, or for the majority of its properties, which appointment is
not discharged, vacated or stayed within sixty (60) days;
(e) The average market value (as defined herein) of the DBC Common
Stock for any ten (10) consecutive business days is less than
$1.00 per share;
(f) Holder has fewer than two nominees on the Board of Directors of
DBC at any time other than temporary vacancies by reason of death
or resignation;
-2-
<PAGE>
(g) Marengere or Matossian is removed as a director or executive
officer of DBC as the result of a proxy contest; or
(h) Marengere or Matossian breaches any of the representations,
warranties or covenants of that certain letter of even date
herewith from Marengere and Matossian to Holder, and such breach
is not cured within ten (10) days after Holder's provision of
written notice thereof.
Payments on this Note shall be made to Holder at 650 Dundee Road,
Suite 460, Northbrook, Illinois 60062, or such other place as Holder may
designate in writing.
Any forbearance by Holder in exercising any right or remedy pursuant to
this Note, the Collateral Documents, or at law or in equity shall not be deemed
a waiver of or preclude the subsequent exercise of any such right or remedy.
This Note may not be changed orally, but only by an agreement in writing signed
by the party against whom enforcement of any waiver, change, modification or
discharge is sought.
Maker agrees that if any action or proceeding is instituted to collect or
enforce collection of this Note: (i) Maker shall be responsible for all costs
and expenses (including, without limitation, reasonable attorneys' fees)
incurred by Holder in connection therewith, and (ii) the amount on Holder's
records shall be prima facie evidence of the unpaid balance owing on this Note.
This Note may not be assigned by Maker or Holder without the written
consent of the other party hereto. This Note shall inure to the benefit of
Holder and its permitted successors and assigns, if any, and shall be binding
upon Maker, and its permitted successors and assigns, if any.
This Note is intended as a contract under and shall be construed and
enforceable in accordance with the internal laws of the State of Illinois
without regard to conflict of law principles thereto. Any litigation or
arbitration between the parties which arises out of this Note shall be
instituted and prosecuted only in the appropriate state or federal court or
other tribunal situated in the State of Illinois. Maker hereby submits to the
exclusive jurisdiction of such courts and tribunals for purposes of any such
action and the enforcement of any judgment or order arising therefrom. MAKER
HEREBY WAIVES ANY RIGHT TO A CHANGE OF VENUE AND ANY AND ALL OBJECTIONS TO THE
JURISDICTION OF THE STATE AND FEDERAL COURTS AND OTHER TRIBUNALS LOCATED IN THE
STATE OF ILLINOIS.
This Note may be executed in counterparts, each of which shall be
considered an original, but all of which shall constitute one and the same
instrument.
-3-
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused its duly authorized
representatives to execute this Note as of the date first written above.
DOMINION PARK, L.L.C.,
a Delaware corporation
By:/s/ NICHOLAS V. MATOSSIAN
--------------------------------
Nicolas V. Matossian, Manager
By:/s/ MICHEL L. MARENGERE
--------------------------------
Michel L. Marengere, Manager
By:/s/ DOUGLAS GERRARD
--------------------------------
Douglas Gerrard, Manager
By:/s/ LEONARD FELDMAN
--------------------------------
Leonard Feldman, Manager
-4-
<PAGE>
EXHIBIT 3
STOCK PLEDGE AND SECURITY AGREEMENT
THIS STOCK PLEDGE AND SECURITY AGREEMENT (the "Agreement") is entered into
as of the 29th day of August, 1997 by and between DOMINION PARK, L.L.C., a
Delaware limited liability company ("Pledgor"), and DEERE PARK EQUITIES, L.L.C.,
an Illinois limited liability company ("Secured Party").
R E C I T A L S:
A. In return for certain financial accommodations by Secured Party,
Pledgor is to become indebted to Secured Party as to be evidenced by a Secured
Promissory Note of even date herewith in the principal amount of $4,760,000 (the
"Note").
B. Pledgor is the legal owner of 4,490,100 shares of common stock, $0.001
par value per share, of Dominion Bridge Corporation, a Delaware corporation
("Dominion Bridge"), comprised of 2,380,000 shares of common stock of Dominion
Bridge that were contributed to Pledgor by Wellgate International Ltd. and
2,110,000 shares of common stock of Dominion Bridge that were contributed to
Pledgor by Secured Party.
C. As collateral security for the performance of Pledgor's obligations
under the Note and to induce Secured Party to make financial accommodations to
Pledgor, Debtor is willing to pledge his shares of Dominion Bridge and other
collateral to Secured Party upon the terms and subject to the conditions of this
Agreement.
A G R E E M E N T:
In consideration of the foregoing recitals and other mutual promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS. In addition to the terms defined elsewhere in this
Agreement, the following terms shall have the meanings indicated for purposes of
this Agreement (such meanings to be equally applicable to both their singular
and plural forms of the terms defined):
"Collateral" has the meaning ascribed to such term in Section 2.
"Dominion Bridge" has the meaning ascribed to such term in the
Recitals hereto.
"Event of Default" has the meaning ascribed to such term in the
Note.
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"Letter Agreement" means that certain letter agreement dated
August 19, 1997, as amended, among Secured Party, Michel L. Marengere
and Nicolas V. Matossian.
"Liabilities" means any and all liabilities and obligations or
Pledgor of every kind and description, direct or indirect, absolute or
contingent, whether due or to become due and whether now existing or
hereafter arising in connection with or under the Note.
"Note" has the meaning ascribed to such term in the Recitals
hereto.
"Shares" means all the shares of capital stock of Dominion Bridge
now or hereafter owned by Pledgor and pledged hereunder together with
all other shares delivered or required to be delivered hereunder.
"UCC" means the Uniform Commercial Code of the State of Illinois.
2. GRANT OF SECURITY INTEREST. Pledgor hereby grants to Secured
Party, as collateral security for the prompt and complete performance and
observance of the Liabilities, a security interest in, and Pledgor hereby
pledges, hypothecates, assigns, transfers, sets over and delivers unto Secured
Party, the following (collectively, the "Collateral") subject to the terms and
conditions hereinafter set forth:
(a) the Shares and the certificates representing the Shares, and
all cash, securities, dividends, rights, and other property at any
time and from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Shares;
(b) all additional shares of stock of Dominion Bridge at any
time and from time to time acquired by Pledgor in any manner, and the
certificates representing such additional shares, and all cash,
securities, dividends, rights, and other property at any time and from
time to time received, receivable or otherwise distributed in respect
of or in exchange for any or all of cash shares;
(c) all warrants, options and other rights to acquire capital
stock of Dominion Bridge now or at any time or times hereafter owned
by the Pledgor;
(d) all other property hereafter delivered to Pledgor in
substitution or replacement for or in addition to any of the
foregoing, all certificates and instruments representing or evidencing
such property, and all cash, securities, interest, dividends, rights,
and other property at any time and from time to time received,
receivable or otherwise distributed in respect of or in exchange for
any or all thereof; and
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(e) all proceeds of any of the foregoing.
It is the intent, agreement and understanding of Pledgor and Secured Party
that the pledge hereinabove made to Secured Party shall constitute a first
priority pledge and security interest in the Collateral.
3. PERFECTION OF SECURITY INTEREST. Pledgor agrees to (a)
immediately deliver to Secured Party for deposit in a margin account all
certificates evidencing any of the Collateral which may at any time come into
the possession of Pledgor together with stock powers endorsed in blank with
respect to the Shares ("Stock Powers") and (b) at the expense of Secured Party
take such other steps as Secured Party may from time to time reasonably request
to perfect Secured Party's security interest in the Collateral under applicable
law.
4. CARE OF COLLATERAL. Secured Party shall cause reasonable care to
be exercised with respect to the custody and preservation of the Collateral.
5. VOTING AND DIVIDEND RIGHTS. Unless and until there occurs an
Event of Default, Pledgor shall have the right to vote the Shares and to receive
any and all dividends and other distributions with respect to the Collateral
(other than distributions constituting Collateral, which shall be delivered to
Secured Party pursuant to Section 3). If an Event of Default has occurred and
is continuing, Pledgor shall deliver to Secured Party (or an agent designated by
Secured Party), promptly upon request of Secured Party, such proxies and other
documents as may be necessary to allow Secured Party to exercise the voting
power with respect to any of the Shares. If an Event of Default has occurred
and is cured, the right to vote the Shares and to receive any and all dividends
and other distributions with respect to the Collateral (other than distributions
constituting Collateral, which shall be delivered to Secured Party pursuant to
Section 3) shall revert to Pledgor.
6. SHARES ADJUSTMENTS. In the event that during the term of this
Agreement, any stock dividend, reclassification, readjustment or other change is
declared or made in the capital structure of Dominion Bridge (including, without
limitation, the issuance of additional shares of capital stock of Dominion
Bridge and/or the issuance of new capital stock to Pledgor in connection with
the merger of Dominion Bridge with or into any other firm or entity), or any
warrants, options or other rights with regard to the capital stock of Dominion
Bridge are exercised, or both, then Secured Party shall have a security interest
(with the same priority as herein established) in all new substituted and
additional shares or other securities issued to or acquired by Pledgor by reason
of any such change or exercise, and such shares or other securities shall become
part of the Collateral. In the event that, during the term of this Agreement,
subscription warrants or any other rights or options shall be issued by Dominion
Bridge in connection with the Collateral or otherwise issued to or acquired by
Pledgor, then Secured Party shall have a security interest (with the same
priority as herein established) in such warrants, rights and options, and such
warrants, rights and options shall become part of the Collateral.
Notwithstanding the foregoing, nothing contained in this paragraph shall be
deemed to permit any stock dividend, issuance of additional stock,
reclassification, readjustment or other change in
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the capital structure of Dominion Bridge, or issuance of any warrants or other
rights or options by Dominion Bridge which is prohibited by this Agreement.
7. REINSTATEMENT OF LIABILITIES. To the extent that Pledgor
discharges any or all of its financial obligations to Secured Party through
making a payment or payments to Secured Party, which payment or payments or any
part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to Pledgor or any other
party, under any bankruptcy law, state or federal law, common law or equitable
cause, then to the extent of such payment or repayment, the obligations or any
part thereof which has been paid, reduced or satisfied by such amount shall be
reinstated and continued in full force and effect as of the date such initial
payment, reduction or satisfaction occurred.
8. UNCONDITIONAL OBLIGATION. All rights of Secured Party and
security interests hereunder shall be absolute and unconditional irrespective
of:
(i) any lack of validity or enforceability of any financial
obligations of Pledgor to Secured Party or any agreement or instrument
relating thereto;
(ii) any change in the time, manner or place of payment of, or in any
other term of, all or any of such financial obligations;
(iii) any exchange, surrender, release or nonperfection of any
other collateral, or any release or amendment or waiver of or consent to
departure from any guaranty, for all or any of such obligations; or
(iv) any other circumstance which might otherwise constitute a
defense available to, or a discharge of, Pledgor in respect of the
obligations of the Pledgor under the Note or this Agreement.
9. WAIVERS.
(a) UNTIL ALL OBLIGATIONS OUTSTANDING UNDER THE NOTE HAVE BEEN PAID
IN FULL, PLEDGOR WAIVES ALL RIGHTS OF SUBROGATION (WHETHER EQUITABLE,
CONTRACTUAL, UNDER SECTION 509 OF THE BANKRUPTCY CODE OR OTHERWISE) TO THE
CLAIMS OF SECURED PARTY AGAINST COMPANY.
(b) PLEDGOR FURTHER WAIVES PRESENTMENT AND DEMAND FOR PAYMENT OF ANY
OF THE LIABILITIES, PROTEST AND NOTICE OF DISHONOR OR THE OCCURRENCE OF ANY
DEFAULT WITH RESPECT TO ANY OR ALL OF THE LIABILITIES, AND ALL OTHER
NOTICES TO WHICH PLEDGOR MIGHT OTHERWISE BE ENTITLED, EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN OR IN THE SETTLEMENT AGREEMENT.
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10. REMEDIES OF SECURED PARTY FOLLOWING DEFAULT.
(a) Upon the occurrence of an Event of Default, Secured Party shall
have all rights, powers, options and remedies of a secured party under the
UCC or any other applicable law, subject to the provisions of the Letter
Agreement pertaining to the order of application of the Collateral.
(b) Notwithstanding any provision to the contrary contained herein,
any requirements of reasonable notice shall be met if ten (10) days notice
of such sale or disposition is provided to Pledgor at its address specified
herein. Any other requirement of notice, demand or advertisement for sale
is, to the extent permitted by law, waived.
(c) Delay on the part of Secured Party in the exercise of any right
or remedy shall not operate as a waiver thereof, and no single or partial
exercise by Secured Party of any right or remedy shall preclude other or
further exercise thereof or the exercise of any other right or remedy, and
no action of Secured Party permitted hereunder shall impair or affect the
rights of Secured Party in and to the Collateral.
11. TERMINATION. This Agreement shall terminate on the earlier to occur
of (i) the termination of the Security Agreement or (ii) the date all the
Liabilities have been fully paid and performed, at which time, if Pledgor shall
so request, Secured Party shall reassign and redeliver (or cause to be
reassigned or redelivered) to Pledgor, or to such person or persons as Pledgor
shall designate, such of the Collateral (if any) as shall not have been sold or
otherwise applied by Secured Party pursuant to the terms hereof and shall still
be held by it thereunder, together with appropriate instruments of reassignment
and release. Any such reassignment shall be without recourse upon or warranty by
Secured Party.
12. NOTICES. Except as otherwise expressly provided herein, any notice
hereunder to Pledgor or Secured Party shall be in writing and signed and shall
be sent by personal messenger, facsimile, overnight mail or deposited, postage
prepaid, certified mail, return receipt requested, in the United States mail,
and addressed as follows or sent to such address, as Pledgor or Secured Party
may designate by written notice:
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IF TO PLEDGOR: Dominion Park, L.L.C.
c/o Deere Park Equities, L.L.C.
650 Dundee Road, Suite 460
Northbrook, Illinois 60062
Attn: Douglas A. Gerrard
Facsimile: (847) 509-8529
WITH A COPY TO: Wellgate International Ltd.
c/o Dominion Bridge Corporation
500 Notre Dame
Lachine (Quebec) CANADA H8S 2B2
Facsimile: (514) 634-2448
IF TO SECURED PARTY: Deere Park Equities, L.L.C.
650 Dundee Road, Suite 460
Northbrook, Illinois 60062
Attn: Douglas A. Gerrard
Facsimile: (847) 509-8529
Notice sent by personal messenger, facsimile or overnight mail shall be deemed
received upon delivery or transmission of same. Notice sent by United States
mail shall be deemed received three (3) days after deposit in the United States
mail, properly addressed as herein provided, with proper postage prepaid.
13. BINDING AGREEMENT; ASSIGNMENT. This Agreement, and the terms,
covenants and conditions hereof, shall be binding upon and inure to the benefit
of the parties hereto, and their respective successors and assigns, except that
Pledgor shall not be permitted to assign this Agreement or any interest herein
or in the Collateral or any part thereof, or otherwise pledge, encumber or grant
any option with respect to the Collateral or any part thereof, or any cash or
property held by Secured Party as Collateral under this Agreement, except with
the consent of and subordinate to the rights of the Secured Party.
14. MODIFICATION AND WAIVER. Neither this Agreement nor any provision
hereof may be amended, modified, waived, discharged or terminated orally nor may
any of the Collateral be released or the pledge of the security interest created
hereby extended, except by an instrument in writing duly signed by or on behalf
of Pledgor and Secured Party hereunder.
15. SECTION HEADINGS. The section headings used herein are for convenience
of reference only and shall not define or limit the provisions of this
Agreement.
16. GOVERNING LAW; INTERPRETATION. This Agreement shall be governed by
the laws of the State of Illinois without regard to the conflict of law
provisions thereto. Wherever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of the Agreement shall be prohibited by or invalid
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under such law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provisions
of this Agreement.
17. COUNTERPARTS. This Agreement may be executed on one or more
counterparts each of which shall be deemed an original and, taken together,
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
date first above written.
PLEDGOR
DOMINION PARK, L.L.C.
By: /s/ Douglas A. Gerrard
---------------------------
Name: Douglas A. Gerrard
Its: Member
SECURED PARTY
DEERE PARK EQUITIES, L.L.C.
By: /s/ Douglas A. Gerrard
---------------------------
Douglas A. Gerrard, Managing-Member
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EXHIBIT 4
LIMITED RECOURSE GUARANTY
THIS LIMITED RECOURSE GUARANTY ("Guaranty") is made and
entered into as of the 29th day of August, 1997 by WELLGATE INTERNATIONAL
LTD., a British Virgin Islands corporation ("Guarantor"), in favor of DEERE
PARK EQUITIES, L.L.C., an Illinois limited liability company ("Deere Park").
RECITALS
WHEREAS, Deere Park has agreed to lend to certain management
stockholders of Dominion Bridge Corporation, a Delaware corporation ("DBC"),
the sum of $4,760,000 (the "Loan"), to fund the exercise of stock options in
DBC pursuant to the terms and conditions of that certain letter agreement
dated August 19, 1997 (as amended, the "Letter Agreement") among Deere Park
and certain of such management stockholders; and
WHEREAS, the management stockholders have caused the shares
issuable upon exercise of such stock options (the "Option Shares") to be
contributed to the Guarantor, and the Guarantor in turn has contributed such
shares to Dominion Park, L.L.C., a newly-organized Delaware limited liability
company of which Guarantor and Deere Park are the members; and
WHEREAS, in consideration of the contribution of the Option
Shares to Dominion Park, Dominion Park has agreed to assume the obligation of
the management stockholders to repay the Loan and, to evidence such
obligation, has issued Deere Park a Secured Promissory Note of even date
herewith in the principal amount of $4,760,000 (the "Note") and, as primary
security for repayment of the Note, has entered into a Stock Pledge and
Security Agreement of even date herewith (the "Dominion Park Stock Pledge"),
pursuant to which Dominion Park has pledged the Option Shares, as well as
other shares of DBC contributed to Dominion Park by Deere Park (the "Deere
Park Shares"); and
WHEREAS, to provide for additional security for repayment of
the Loan, the Letter Agreement requires the Guarantor enter into this
Guaranty and a separate Stock Pledge and Security Agreement of even date
herewith (the "Guarantor Stock Pledge") pursuant to which Guarantor will
pledge to Dominion Park 500,000 additional shares of DBC Common Stock owned
by Guarantor and not contributed to Dominion Park (the "Pledged Shares"); and
WHEREAS, but for this Guaranty, Deere Park is unwilling to
consummate the transactions contemplated by the Letter Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of and as an inducement to
Deere Park to consummate the transactions contemplated by the Letter
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Guarantor hereby agrees as
follows:
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1. LIMITED RECOURSE GUARANTY. Guarantor unconditionally,
absolutely and irrevocably guarantees to Deere Park the repayment of the
Note; provided, however, that Deere Park's sole recourse shall be to exercise
its rights with respect to the Pledged Shares under the Guarantor Stock
Pledge, and Deere Park shall have no recourse to any other assets of
Guarantor or any of the stockholders, officers, directors or agents of
Guarantor.
2. EXERCISE OF RIGHTS UNDER STOCK PLEDGE AGREEMENT.
Anything in the Guarantor Stock Pledge to the contrary notwithstanding, Deere
Park may not exercise any of its rights under the Guarantor Stock Pledge
unless Deere Park has exercised its rights with respect to the Option Shares
(but not the Deere Park Shares) and the Option Shares and the proceeds
thereof are insufficient to provide for payment in full of the Note. It is
understood that Deere Park shall have no obligation under the Dominion Park
Stock Pledge to exercise any rights with respect to the Deere Park Shares
unless the Option Shares and the Pledged Shares, or the proceeds thereof, are
insufficient to provide for payment in full of the Note.
3. REINSTATEMENT OF GUARANTY. Guarantor agrees that if at
any time all or any part of any amount theretofore received from Dominion
Park or Guarantor and applied by Deere Park toward payment of the Note is or
must be rescinded or returned by Deere Park for any reason whatsoever
(including, without limitation, by reason of the insolvency, bankruptcy or
reorganization of Dominion Park or Guarantor), Guarantor's obligations under
this Guaranty, to the extent that such payment is or must be rescinded or
returned, shall be deemed to have continued in existence, notwithstanding
such previous application by Deere Park, and this Guaranty and the
obligations hereunder shall continue to be effective or be reinstated, as the
case may be, as to such payment, all as though such previous payment to and
application by Deere Park had not been made.
4. GUARANTY NOT IMPAIRED BY OTHER ACTIONS. Guarantor
further agrees that the Obligations shall in no way be impaired, affected,
diminished or released by any renewals or extensions which may be made from
time to time, with its knowledge and written consent, of the time of payment
of the Note, or by any forbearance or delay in enforcing the payment thereof,
or by the acceptance by Deere Park of additional security. Subject to the
provisions of Section 2, Deere Park, at its election, may exercise its rights
with respect to the Pledged Shares with or without (a) joining Dominion Park
in any such action; or (b) commencing any action against or obtaining any
judgment against Dominion Park; or (c) enforcing, at its option, any other
remedy under the Note; and Deere Park shall have the right and option to
obtain a judgment directly against Guarantor and enforce said judgment
against the Pledged Shares.
5. ASSIGNMENT AND TRANSFER. Deere Park may, at any time or
from time to time, with Guarantor's written consent, assign or transfer all
or any portion of the Note; and, notwithstanding any such assignment or
transfer or any subsequent assignment or transfer thereof, Guarantor's
obligations hereunder shall remain in full force and effect for the purposes
of this Guaranty, and each and every immediate and successive assignee or
transferee of any of the Note or any interest therein shall, to the extent of
the interest of such assignee or transferee in the Note, be entitled to the
benefits of this Guaranty to the same extent as if such assignee or
transferee were Deere Park.
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6. NO WAIVER OF RIGHTS. No delay on the part of Deere Park
in the exercise of any right or remedy shall operate as a waiver thereof, and
no single or partial exercise by Deere Park of any right or remedy shall
preclude other or further exercise thereof or the exercise of any other right
or remedy; nor shall any modification or waiver of any of the provisions of
this Guaranty be binding upon Deere Park, except as expressly set forth in a
writing duly signed and delivered on behalf of Deere Park. No action of
Deere Park permitted hereunder shall in any way affect or impair the rights
of Deere Park under this Guaranty.
7. REPRESENTATION AND WARRANTY. Guarantor further
represents and warrants that it has the corporate power and authority, and
has all corporate action necessary, to execute and deliver, and perform its
obligations under, this Guaranty and the Guarantor Stock Pledge. Guarantor
further represents and warrants that Guarantor has good and marketable title
to the Pledged Shares, subject to no liens, claims or encumbrances whatsoever
other than those created by the Guarantor Stock Pledge.
8. TERM. This Guaranty shall remain in full force and effect
until the Note has been paid in full or Deere Park has terminated this
Guaranty.
9. SUCCESSORS AND ASSIGNS. This Guaranty shall be binding
upon and enforceable against Guarantor and its successors and assigns.
10. GOVERNING LAW; CONSENT TO JURISDICTION. This Guaranty
shall be construed in accordance with and governed by the internal laws of
the State of Illinois, without regard to conflict of law principles. Any
litigation or arbitration between the parties which arises out of this Note
shall be instituted and prosecuted only in the appropriate state or federal
court or other tribunal situated in the State of Illinois. Guarantor hereby
submits to the exclusive jurisdiction of such courts and tribunals for
purposes of any such action and the enforcement of any judgment or order
arising therefrom. GUARANTOR HEREBY WAIVES ANY RIGHT TO A CHANGE OF VENUE AND
ANY AND ALL OBJECTIONS TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS
AND OTHER TRIBUNALS LOCATED IN THE STATE OF ILLINOIS.
11. CONSTRUCTION. When the context or construction of the
terms of this Guaranty so require, all words used in the singular herein
shall be deemed to have been used in the plural and the neuter shall include
the masculine and feminine. The captions and headings of this Guaranty are
not intended to define or limit in any way the scope or intent of the
provisions of this Guaranty.
12. TIME OF ESSENCE. Time is of the essence of this Guaranty
with respect to the performance by Dominion Park of its obligations under the
Note and Guarantor's performance of its obligations hereunder and under the
Guarantor Stock Pledge.
13. SEVERABILITY. Each provision of this Guaranty shall be
interpreted in such manner as to be effective, valid and enforceable under
applicable law, but if any provision of this Guaranty shall be prohibited by
or invalid under such law, such provision shall be deemed severable and
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ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Guaranty.
IN WITNESS WHEREOF, this Guaranty has been executed and
delivered as of the date first above written.
WELLGATE INTERNATIONAL LTD.
By: /s/ Michel Marengere
--------------------------
Its: Member
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EXHIBIT 5
STOCK PLEDGE AND SECURITY AGREEMENT
THIS STOCK PLEDGE AND SECURITY AGREEMENT (the "Agreement") is entered into
as of the 29th day of August, 1997 by and between WELLGATE INTERNATIONAL LTD., a
corporation organized under the laws of the British Virgin Islands ("Pledgor"),
and DEERE PARK EQUITIES, L.L.C., an Illinois limited liability company ("Secured
Party").
R E C I T A L S:
A. Pledgor is a member of Dominion Park, L.L.C., a Delaware limited
liability company (the "Company").
B. The Company is executing a secured promissory note of even date hereof
in favor of Secured Party in the principal amount of $4,760,000 (the "Note").
C. Pledgor is entering into a Limited Recourse Guaranty of even date
herewith pursuant to which Pledgor guarantees, on a limited basis, the payment
of indebtedness owed by the Company to Secured Party under the Note (the
"Guaranty").
D. Pledgor is the legal owner of five hundred thousand shares of common
stock, par value $0.001 per share, of Dominion Bridge Corporation, a Delaware
corporation.
E. As collateral security for the performance of Pledgor's obligations
under the Guaranty and to induce Secured Party to make financial accommodations
to the Company, Pledgor is willing to enter into this Agreement.
A G R E E M E N T:
In consideration of the foregoing recitals and other mutual promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS. In addition to the terms defined elsewhere in this
Agreement, the following terms shall have the meanings indicated for purposes of
this Agreement (such meanings to be equally applicable to both their singular
and plural forms of the terms defined):
"Collateral" has the meaning ascribed to such term in Section 2.
"Company" has the meaning ascribed to such term in the Recitals
hereto.
"Dominion Bridge" means Dominion Bridge Corporation, a Delaware
corporation.
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"Event of Default" has the meaning ascribed to such term in the
Guaranty.
"Guaranty" has the meaning ascribed to such term in the Recitals
hereto.
"Liabilities" means any and all liabilities and obligations of
Pledgor of every kind and description, direct or indirect, absolute or
contingent, whether due or to become due and whether now existing or
hereafter arising in connection with or under the Guaranty.
"Note" has the meaning ascribed to such term in the Recitals hereto.
"Shares" means the five hundred thousand (500,000) shares of
common stock, $0.001 par value per share, of Dominion Bridge owned by
Pledgor and all other shares delivered or required to be delivered
hereunder.
"UCC" means the Uniform Commercial Code of the State of Illinois.
2. GRANT OF SECURITY INTEREST. Pledgor hereby grants to Secured Party,
as collateral security for the prompt and complete performance and observance of
the Liabilities, a security interest in, and Pledgor hereby pledges,
hypothecates, assigns, transfers, sets over and delivers unto Secured Party, the
following (collectively, the "Collateral") subject to the terms and conditions
hereinafter set forth:
(a) the Shares and the certificates representing the Shares, and
all cash, securities, dividends, rights, and other property at any
time and from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Shares;
(b) all other property hereafter delivered to Pledgor in
substitution or replacement for or in addition to any of the
foregoing, all certificates and instruments representing or evidencing
such property, and all cash, securities, interest, dividends, rights,
and other property at any time and from time to time received,
receivable or otherwise distributed in respect of or in exchange for
any or all thereof; and
(c) all proceeds of any of the foregoing.
It is the intent, agreement and understanding of Pledgor and Secured Party
that the pledge hereinabove made to Secured Party shall constitute a first
priority pledge and security interest in the Collateral.
3. PERFECTION OF SECURITY INTEREST. Pledgor agrees to (a) immediately
deliver to Secured Party for deposit into a collateral account all certificates
evidencing any of the Collateral which may at any time come into the possession
of Pledgor together with stock powers endorsed
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in blank with respect to the Shares ("Stock Powers") and (b) at the expense of
Secured Party take such other actions as Secured Party may from time to time
reasonably request to perfect Secured Party's security interest in the
Collateral under applicable law.
4. CARE OF COLLATERAL. Secured Party shall cause reasonable care to be
exercised with respect to the custody and preservation of the Collateral.
Secured Party shall be deemed to have exercised reasonable care in the custody
and preservation of the Collateral in its possession if it takes such action for
that purpose as Pledgor requests in writing, but failure of Secured Party to
comply with any such request shall not in itself be deemed a failure to exercise
reasonable care.
5. DIVIDEND RIGHTS. Unless and until there occurs an Event of Default,
Pledgor shall have the right to receive any and all dividends and other
distributions with respect to the Collateral (other than distributions
constituting Collateral, which shall be delivered to Secured Party pursuant to
Section 3).
6. SHARE ADJUSTMENTS. In the event that during the term of this
Agreement, any stock dividend, reclassification, readjustment or other change is
declared or made in the capital structure of Dominion Bridge (including, without
limitation, the issuance of additional shares of capital stock of Dominion
Bridge and/or the issuance of new capital stock to Pledgor in connection with
the merger of Dominion Bridge with or into any other firm or entity), then
Secured Party shall have a security interest (with the same priority as herein
established) in all new substituted and additional shares or other securities
issued to or acquired by Pledgor by reason of any such change or exercise, and
such shares or other securities shall become part of the Collateral. In the
event that, during the term of this Agreement, subscription warrants or any
other rights or options shall be issued by Dominion Bridge in connection with
the Collateral, then Secured Party shall have a security interest (with the same
priority as herein established) in such warrants, rights and options, and such
warrants, rights and options shall become part of the Collateral.
7. REINSTATEMENT OF LIABILITIES. To the extent that the Company
discharges any or all of its financial obligations to Secured Party through
making a payment or payments to Secured Party, which payment or payments or any
part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to the Company or any other
party, including without limitation, Pledgor, under any bankruptcy law, state or
federal law, common law or equitable cause, then to the extent of such payment
or repayment, the obligations or any part thereof which has been paid, reduced
or satisfied by such amount shall be reinstated and continued in full force and
effect as of the date such initial payment, reduction or satisfaction occurred.
8. UNCONDITIONAL OBLIGATION. All rights of Secured Party and security
interests hereunder shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of any financial
obligations of the Company to Secured Party or any agreement or instrument
relating thereto;
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<PAGE>
(ii) any change in the time, manner or place of payment of, or in any
other term of, all or any of such financial obligations;
(iii) any exchange, surrender, release or nonperfection of any
other collateral, or any release or amendment or waiver of or consent to
departure from any guaranty, for all or any of such obligations; or
(iv) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, Pledgor in respect of the obligations of
the Pledgor under the Guaranty or this Agreement.
9. WAIVERS.
(a) PLEDGOR WAIVES ALL RIGHTS OF SUBROGATION (WHETHER EQUITABLE,
CONTRACTUAL, UNDER SECTION 509 OF THE BANKRUPTCY CODE OR OTHERWISE) TO THE
CLAIMS OF SECURED PARTY AGAINST THE COMPANY.
(b) PLEDGOR FURTHER WAIVES PRESENTMENT AND DEMAND FOR PAYMENT OF ANY
OF THE LIABILITIES, PROTEST AND NOTICE OF DISHONOR OR THE OCCURRENCE OF ANY
DEFAULT WITH RESPECT TO ANY OR ALL OF THE LIABILITIES, AND ALL OTHER
NOTICES TO WHICH PLEDGOR MIGHT OTHERWISE BE ENTITLED, EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN.
10. REMEDIES OF SECURED PARTY FOLLOWING DEFAULT.
(a) Upon the occurrence of an Event of Default, Secured Party shall
have all rights, powers, options and remedies of a secured party under the
UCC and under any other applicable law, subject to the provisions of the
Guaranty pertaining to the order of application of the Collateral.
(b) Notwithstanding any provision to the contrary contained herein,
any requirements of reasonable notice shall be met if ten (10) days notice
of such sale or disposition is provided to Pledgor at its address specified
herein. Any other requirement of notice, demand or advertisement for sale
is, to the extent permitted by law, waived.
(c) Delay on the part of Secured Party in the exercise of any right
or remedy shall not operate as a waiver thereof, and no single or partial
exercise by Secured Party of any right or remedy shall preclude other or
further exercise thereof or the exercise of any other right or remedy, and
no action of Secured Party permitted hereunder shall impair or affect the
rights of Secured Party in and to the Collateral.
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<PAGE>
11. TERMINATION. This Agreement shall terminate on the earlier to occur
of (i) the termination of the Guaranty or (ii) the date all the Liabilities have
been fully paid and performed, at which time, if Pledgor shall so request,
Secured Party shall reassign and redeliver (or cause to be reassigned or
redelivered) to Pledgor, or to such person or persons as Pledgor shall
designate, such of the Collateral (if any) as shall not have been sold or
otherwise applied by Secured Party pursuant to the terms hereof and shall still
be held by it thereunder, together with appropriate instruments of reassignment
and release. Any such reassignment shall be without recourse upon or warranty by
Secured Party.
12. NOTICES. Except as otherwise expressly provided herein, any notice
hereunder to Pledgor or Secured Party shall be in writing and signed and shall
be sent by personal messenger, facsimile, overnight mail or deposited, postage
prepaid, certified mail, return receipt requested, in the United States mail,
and addressed as follows or sent to such address, as Pledgor or Secured Party
may designate by written notice:
IF TO PLEDGOR: Wellgate International Ltd.
c/o Dominion Bridge Corporation
500 Notre Dame
Lachine (Quebec) CANADA H8S 2B2
Facsimile: (514) 942-2531
IF TO SECURED PARTY: Deere Park Equities, L.L.C.
650 Dundee Road, Suite 460
Northbrook, Illinois 60062
Attn: Douglas A. Gerrard
Facsimile: (847) 509-8529
Notice sent by personal messenger, facsimile or overnight mail shall be deemed
received upon delivery or transmission of same. Notice sent by United States
mail shall be deemed received three (3) days after deposit in the United States
mail, properly addressed as herein provided, with proper postage prepaid.
13. BINDING AGREEMENT; ASSIGNMENT. This Agreement, and the terms,
covenants and conditions hereof, shall be binding upon and inure to the benefit
of the parties hereto, and their respective successors and assigns, except that
Pledgor shall not be permitted to assign this Agreement or any interest herein
or in the Collateral or any part thereof, or otherwise pledge, encumber or grant
any option with respect to the Collateral or any part thereof, or any cash or
property held by Secured Party as Collateral under this Agreement, except with
the consent of and subordinate to the rights of Secured Party.
14. MODIFICATION AND WAIVER. Neither this Agreement nor any provision
hereof may be amended, modified, waived, discharged or terminated orally nor may
any of the Collateral be released or the pledge of the security interest created
hereby extended, except by an instrument in writing duly signed by or on behalf
of Pledgor and Secured Party hereunder.
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<PAGE>
15. SECTION HEADINGS. The section headings used herein are for convenience
of reference only and shall not define or limit the provisions of this
Agreement.
16. GOVERNING LAW; INTERPRETATION. This Agreement shall be governed by
the internal laws of the State of Illinois without regard to conflict of law
provisions thereof. Wherever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of the Agreement shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such provisions of this
Agreement.
17. COUNTERPARTS. This Agreement may be executed on one or more
counterparts each of which shall be deemed an original and, taken together,
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized as of the
date first above written.
PLEDGOR
WELLGATE INTERNATIONAL LTD.
By: /S/ MICHEL MARENGERE
------------------------------
Name: Michel Marengere
Title: Member
SECURED PARTY
DEERE PARK EQUITIES, L.L.C.
By: /S/ DOUGLAS A. GERRARD
------------------------------
Douglas A. Gerrard, Managing-Member
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<PAGE>
EXHIBIT 6
ARRANGEMENT AGREEMENT
REORGANIZATION & AMALGAMATION AGREEMENT
BETWEEN:
CEDAR GROUP INC., a body politic and corporate, duly incorporated under the
laws of Delaware with its shares listed and traded on NASDAQ having its
head office at Suite 400, 1000 Conshohoken Road, Conshohocken, PA 19428,
USA. Herein acting and represented by Stephen E. Simyak, its President,
duly authorized for the present.
Hereafter referred to as: "CEDAR"
AND:
EDINOV TECHNOLOGIES, INC., a body politic and corporate, duly incorporated
under the laws of Canada with its shares listed and traded on a Canadian
Stock Exchange, having its Head Office at 115 Labrosse Avenue,
Pointe-Claire, (Quebec) H9R 1A3, herein acting and represented by Michel L.
Marengere, its Chairman, duly authorized for the present.
Hereafter referred to as: "EDINOV"
AND:
FIDUTECH TECHNOLOGIES INC., a body politic and corporate, duly incorporated
under the laws of Canada, having its head office at 115 Labrosse Avenue,
Pointe-Claire, (Quebec) Canada H9R 1A3, herein acting and represented by
Michel L. Marengere, its Chairman, duly authorized for the present.
Hereafter referred to as "FIDUTECH"
PREAMBLE
WHEREAS: CEDAR is a holding company which is the sole shareholder of MSW
International Inc. (MSW), Banyan Fastener Corporation (BANYAN),
Evergreen Fastening Systems Inc. (EVERGREEN) and Cedar Warehousing,
Inc. (CEDAR-W).
<PAGE>
WHEREAS: MSW, BANYAN and CEDAR-W are operating subsidiaries of CEDAR involved
in the importing and distribution of industrial fasteners having
facilities in Philadelphia, Chicago and Houston.
WHEREAS: EVERGREEN is a non-operating subsidiary of CEDAR.
WHEREAS: On August 31, 1992 CEDAR, a publicly listed Company, MSW, BANYAN and
CEDAR-W filed for protection under Chapter 11 of the U.S. Bankruptcy
Code and filed a petition in the United States Bankruptcy Court for
the Eastern District of Pennsylvania seeking relief from creditors
under the code.
WHEREAS: FIDUTECH is a private holding company and the majority shareholder of
EDINOV.
WHEREAS: EDINOV is the sole shareholder of George Hegedus Enterprises Inc.
located in the Province of (Quebec) Canada (HEGEDUS), which is the
sole shareholder of Specialty Fasteners Inc. and of Les Enterprises
Atto-Renaud Inc.
WHEREAS: EDINOV's subsidiaries are manufacturers and distributors of industrial
specialty fasteners and related items (ISF).
WHEREAS: EDINOV is presenting CEDAR with this reorganization and amalgamation
agreement to bring CEDAR out of Chapter 11, leading to an amalgamation
with CEDAR to create a going concern listed and traded on NASDAQ.
WHEREAS: EDINOV's objectives are to create a North American-based group of
companies operating in the import-export and manufacturing and
distribution of industrial specialty fasteners.
WHEREAS The parties agree that it is in their best interest to combine their
efforts and resources to implement the present agreement.
In consideration thereof, the parties agree to the following terms and
conditions:
1. PREAMBLE
The preamble hereto forms an integral part of this Reorganization and
Amalgamation Agreement (RAA).
2
<PAGE>
2. OBJECT OF THE PRESENT RAA
The object of the present RAA is to create a North American Based
Group of Companies operating in the import-export and manufacturing
and distribution of industrial specialty fasteners.
3. Obligations and Responsibilities of CEDAR in the execution of this
present RAA.
3.1 PRIORITY CREDITORS:
CEDAR will undertake to pay in totality all priority creditors,
which amount is represented to be less than $16,000, upon
confirmation and effectiveness of CEDAR's Amended Plan of
Reorganization attached hereto as Exhibit 1 (the "PLAN'), which
forms an integral part of this agreement).
3.2 SECURED CREDITORS:
CEDAR will obtain for its bank (the "BANK") the following terms
and conditions:
3.2.1 The BANK, CEDAR and EDINOV have signed an agreement
dated June 1st 1993 (the "June 1st Letter").
3.2.2 The terms and conditions relating to the BANK shall be
as set forth in the PLAN.
3.3 UNSECURED CREDITORS
CEDAR will obtain from its unsecured creditors the following
terms and conditions:
3.3.1 The unsecured creditors will accept terms and
conditions as specified in the PLAN.
3.3.2 CEDAR has filed a notice of hearing to consider
objection to proof of claim No. 12 (dated June 15, 1993
ref. Michael Savini).
3.4 CONSENT OF THE COURT
CEDAR will apply to and obtain approval from the Court for the
PLAN.
3
<PAGE>
3.5 SHAREHOLDERS
3.5.1 CEDAR agrees to include all options and/or warrants
under the terms set forth in the PLAN.
3.5.2 This RAA is conditioned upon CEDAR's four founding
shareholders signing an irrevocable Voting Trust
Agreement with FIDUTECH which will be upon signing an
integral part of this agreement to subject the
following shares to the terms and conditions of the
Voting Trust Agreement:
- Mark Kennedy 368,333 common shares
- Steve Simyak 368,333 common shares
- Lawrence Rutstein 368,333 common shares
- Theodore Schwartz 368,333 common shares
---------
for a total of 1,473,332 common shares
---------
---------
4. OBLIGATIONS AND RESPONSIBILITIES OF FIDUTECH AND/OR EDINOV IN THE EXECUTION
OF THIS PRESENT RAA
4.1 FIDUTECH will exercise its rights under the Voting Trust
Agreement for the shares of CEDAR according to the terms and
conditions of the present RAA up to the date of confirmation of
the PLAN.
4.2 FIDUTECH will cause EDINOV to amalgamate with CEDAR upon the
terms specified in the PLAN, including EDINOV shareholders will
hold 95% of the stock and the CEDAR shareholders will hold 5% of
the stock of the amalgamated Company which shares must be listed
and traded on NASDAQ, immediately prior to the Amalgamation,
provided that all the terms of the PLAN shall not be inconsistent
with the requirements of NASDAQ relating to the maintenance of
such listing.
4.3 FIDUTECH and EDINOV shall use their best efforts to obtain all
approvals and consents required for the transaction described
herein and in the PLAN, including without limitation any
shareholder, court and regulatory approvals.
5. SPECIFIC CONDITIONS:
5.1 Completion of the transaction contemplated hereunder by EDINOV is
subject to EDINOV being satisfied that the representations and
warranties by the other parties hereto and set forth herein are
correct in all material respects of the date of entering of an
order confirming the PLAN.
4
<PAGE>
5.2 CEDAR and its Auditors together with EDINOV will proceed with its
due diligence at the same time as CEDAR proceeds with its audit.
5.3 CEDAR's attorney will provide EDINOV with a list of any and all
litigation present or pending directly or indirectly related to
CEDAR.
5.4 CEDAR will provide EDINOV with the information and documentation
as set out in Schedule "A" attached, which schedule forms an
integral part of the present RAA.
5.5 The present RAA, including the exhibits and schedules thereto,
and the June 1st Letter constitute the only valid agreements
between the parties and take priority over any other agreement,
whether verbal or written.
5.6 The present agreement shall be governed by and interpreted
according to the laws of Delaware.
IN WITNESS THEREOF the parties have signed in Philadelphia (Pennsylvania) on
this 25th day of June, 1993.
CEDAR GROUP INC. (CEDAR)
PER: /S/ STEPHEN S. SIMYAK
------------------------------
STEPHEN S. SIMYAK
EDINOV TECHNOLOGIES INC. (EDINOV)
PER: /S/ MICHEL L. MARENGERE
------------------------------
MICHEL L. MARENGERE
FIDUTECH TECHNOLOGIES, INC. (FIDUTECH)
PER: /S/ MICHEL L. MARENGERE
------------------------------
MICHEL L. MARENGERE
5
<PAGE>
EXHIBIT 1
Amended Joint Plan of Reorganization of Cedar Group, Inc., M.S.W. International,
Inc., Banyan Fastener Corporation and Cedar Warehousing, Inc.
(Plan not attached. The Plan will be available for
inspection at the principal offices of the Company at 115
Labrosse Avenue, Pointe Claire, Quebec during normal
business hours up to the time of the Meeting, and will be
available for inspection at the Meeting).
6
<PAGE>
SCHEDULE "A"
Not Applicable
7
<PAGE>
EXHIBIT 7
AGREEMENT
AGREEMENT, dated as of September 12, 1997, by and between each of the
persons named on the signature pages hereto.
WHEREAS, on August 19, 1997, a Schedule 13D (the "Schedule 13D"), executed
by Douglas A. Gerrard ("Gerrard"), was filed with the Securities and Exchange
Commission (the "Commission") on behalf of a "group" (the "Group") with respect
to the beneficial ownership of shares of common stock (the "Common Stock") of
Dominion Bridge Corporation (the "Company") for purposes of Rule 13d-1 and
Schedule 13D promulgated by the Commission; and
WHEREAS, each of the undersigned constitutes an additional member of the
Group.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. An amended statement containing the information required by Schedule
13D shall be prepared with respect to the respective interests in shares of
Common Stock held by the undersigned (the "Amendment"). Each of the undersigned
shall be responsible for the completeness and accuracy concerning it or him
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 it or he 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 Amendment and any additional
amendments to the Schedule 13D.
3. Each of the undersigned hereby constitutes and appoints Douglas A.
Gerrard its true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for it and in its name, place and stead, in any
and all capacities, to sign the Amendment and any additional amendments to the
Schedule 13D, 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.
DOMINION PARK EQUITIES, .L.L.C.
By: /S/ Douglas A. Gerrard
----------------------------
Name: Douglas A. Gerrard
Title: Managing Member
WELLGATE INTERNATIONAL LTD.
By: /S/ Michel Marengere
----------------------------
Name: Michel Marengere
Title:
/S/ Allen Gerrard
----------------------------
Allen Gerrard
/S/ Douglas A. Gerrard
----------------------------
Douglas A. Gerrard
