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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a - 12
Dominion Bridge Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement, if other than Registrant)
Payment of filing fee (check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
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REVOCATION OF CONSENT
P SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
R DOMINION BRIDGE CORPORATION
O
X ---------------------------------------------------------------------------
Y The undersigned, a holder of shares of Common Stock, par value $.001 per
share (the "Common Stock"), of Dominion Bridge Corporation (the "Company"),
acting with respect to all shares of Common Stock held by the undersigned at
the close of business on June 23, 1997, hereby acts as follows concerning
the proposals of the Committee to Revitalize Dominion Bridge Corporation
(the "Committee") set forth below.
(change of address/comments)
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(If you have written in the above
space, please mark the corresponding
box on the reverse side of this card)
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY URGES YOU /SEE REVERSE/
TO EXECUTE THE "YES, REVOKE MY CONSENT" BOX FOR EACH PROPOSAL. / SIDE /
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/X/ Please mark your
votes as in this example
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY URGES YOU TO EXECUTE THE
"YES, REVOKE MY CONSENT" BOX FOR EACH PROPOSAL.
PROPOSALS OF THE COMMITTEE:
RESOLVED, that the Bylaws of the Company are hereby repealed in their entirety.
YES, REVOKE NO, DO NOT
MY CONSENT REVOKE MY
CONSENT
/ / / /
BYLAW RESOLUTIONS
RESOLVED, that the Bylaws included as Appendix A to the Consent Statement dated
June 23, 1997 of the Committee to Revitalize Dominion Bridge Corporation
contained in Article I (relating to Stockholders) are approved and adopted.
YES, REVOKE NO, DO NOT
MY CONSENT REVOKE MY
CONSENT
/ / / /
RESOLVED, that the Bylaws included as Appendix A to the Consent Statement dated
June 23, 1997 of the Committee to Revitalize Dominion Bridge Corporation
contained in Article II (relating to Directors) are approved and adopted.
YES, REVOKE NO, DO NOT
MY CONSENT REVOKE MY
CONSENT
/ / / /
RESOLVED, that the Bylaws included as Appendix A to the Consent Statement dated
June 23, 1997 of the Committee to Revitalize Dominion Bridge Corporation
contained in Article III (relating to Officers), Article IV (Certificates of
Stock) and Article V (General Provisions) are approved and adopted.
YES, REVOKE NO, DO NOT
MY CONSENT REVOKE MY
CONSENT
/ / / /
RESOLVED, that the Bylaws included as Appendix A to the Consent Statement dated
June 23, 1997 of the Committee to Revitalize Dominion Bridge Corporation
contained in Article VI (relating to the Power to Amend) and Article VII
(relating to the Sunset Provision) are approved and adopted.
YES, REVOKE NO, DO NOT
MY CONSENT REVOKE MY
CONSENT
/ / / /
RESOLVED, that in accordance with Article III, Section 3 of the Bylaws and in
the best interests of the Company, Michel L. Marengere, Nicolas Matossian and
Oliver Despres are hereby removed as Chairman and Chief Executive Officer,
President and Chief Operating Officer, and Vice President and Corporate
Secretary, respectively.
YES, REVOKE NO, DO NOT
MY CONSENT REVOKE MY
CONSENT
/ / / /
RESOLVED, that in accordance with Article III, Section 2 of the Bylaws, John D.
Kuhns, Kenneth W. Mariash and John M. Dutton are hereby elected Chairman,
President and Secretary, respectively.
YES, REVOKE NO, DO NOT
MY CONSENT REVOKE MY
CONSENT
/ / / /
UNLESS OTHERWISE INDICATED ABOVE, THIS REVOCATION CARD REVOKES ALL PRIOR
CONSENTS GIVEN WITH RESPECT TO THE PROPOSALS SET FORTH HEREIN.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE REVOCATION OF CONSENT
STATEMENT OF THE COMPANY, DATED JUNE 19, 1997, IN OPPOSITION TO THE
SOLICITATION OF THE COMMITTEE. UNLESS YOU SPECIFY OTHERWISE, BY SIGNING, DATING
AND DELIVERING THIS REVOCATION CARD TO THE COMPANY, YOU WILL BE DEEMED TO HAVE
REVOKED CONSENT TO ALL OF THE PROPOSALS SET FORTH HEREIN.
Please sign exactly as your name appears hereon. Persons signing as Executors,
Administrators, Trustees, etc. give full title as such. Joint owners should
both sign.
____________________________________________1997
SIGNATURE (Title, if any) Dated
____________________________________________1997
SIGNATURE, if held jointly Dated
