SCHEDULE 14A
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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/X/ Definitive Additional Materials
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(Name of Registrant as Specified in Charter)
THE COMMITTEE TO REVITALIZE DOMINION BRIDGE CORPORATION
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(Name of Person(s) filing Proxy Statement, if other than Registrant)
Payment of filing fee (check the appropriate box):
/X/ No fee required.
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and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was
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paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement no.:
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(4) Date Filed:
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From: The Committee to Revitalize For Release: IMMEDIATELY
Dominion Bridge Corporation
Contact: John D. Kuhns
(212) 953-1010 or
(860) 435-7000
John M. Dutton
(213) 630-4401
Henry Hermann
Kuhns Brothers & Co.
(214) 871-0404
COMMITTEE TO REVITALIZE DOMINION BRIDGE
FILES NEW CONSENT MATERIALS WITH SEC;
OFFERS VIEWPOINT ON DEERE PARK TRANSACTION
New York -- September 8, 1997 -- (NASDAQ - DBCO) The Committee
to Revitalize Dominion Bridge Corporation announced that last week it filed new
preliminary consent solicitation materials with the Securities and Exchange
Commission. Once the SEC review is completed, the Committee plans to start a new
consent effort aimed at ousting the senior management of Dominion Bridge
Corporation. As previously announced, the Committee has set August 20, 1997 as
the record date for the new consent solicitation.
Mr. John D. Kuhns, the Chairman of the Committee, stated:
"Last month we came very close to achieving our goal of ousting management. We
cannot give up the fight, particularly in light of the latest self-dealing
transaction engineered by Messrs. Marengere and Matossian."
In a complex transaction announced on August 19, 1997, after
two months of effort, the Board of Directors finally endorsed a transaction
which ostensibly enhances shareholder value. The Committee contends that
management is deriving all of the value, and that stockholders are once again
the victims. What the Board did is to agree to let Michel Marengere and Nicholas
Matossian STRENGTHEN their control of the Dominion Bridge, so that they now have
power over nearly 21% of the Company's stock.
Here is the Committee's analysis of what has been done to
stockholders:
1. THE SETUP. In February 1997 the Board agreed to lower the
"strike price" on management's stock options to $2.00 per share. This maneuver
was certainly not justifiable based on any objective measure of performance, and
helped spark the stockholder discontent which ultimately led to the formation of
the Committee. It also laid the foundation for Mr. Marengere's latest financial
coup at shareholders' expense.
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2. OTHER PEOPLE'S MONEY. In last month's deal with Deere Park,
senior management borrowed nearly $5 million from a private investment fund,
Deere Park Equities LLC. They used this money to exercise those infamous stock
options at $2.00 per share. Incidentally, Deere Park recently bought two million
shares -- approximately 7% of Dominion Bridge -- for its own account.
3. SHOPLIFTING AT THE MONEY STORE. The Deere Park loan to Mr.
Marengere and his cohorts is nothing which any of us could obtain from our local
banker or broker. The loan is for five years, it is NON-RECOURSE and it bears NO
INTEREST. Even more incredible, if management and Deere Park sell their stock,
management gets 40% OF THE PROFITS on Deere Park's 2 million shares. In other
words, Messrs. Marengere and Matossian have pulled off an amazing feat: no money
down to exercise cheap stock options, and they get a percentage of the LENDER'S
upside to boot!
4. THE BOARD OPENS THE FLOODGATE. In order to permit this
bizarre arrangement to go forward, your Board of Directors actually WAIVED the
anti-takeover protections of the Company's shareholder rights plan and under
ss.203 of Delaware corporate law. In other words, until now no one could own
more than 15% of the Company's stock without the Board's approval; these
protections were originally put into place to protect shareholders. Now the
Board has opened the gate for management and Deere Park to control more than 20%
of Dominion Bridge as a group, without paying a premium to shareholders. In
fact, the only shareholders who've recently received a premium for their stock
are the major European holders who accepted Marengere's illegal tender offer
which the Committee uncovered early last month, and then sold that stock at
Marengere's behest to Deere Park for $2.015 per share.
The Board also agreed to add two of Deere Park's nominees to
the Board of Directors. Now five of the ten directors will have direct financial
ties with Michel Marengere. Rather than enhancing its independence from the
self-dealing and questionable ethics of Mr. Marengere, the Board is now even
more under his control.
5. WHAT'S REALLY GOING ON HERE? It is obvious that, as usual,
Messrs. Marengere and Matossian cut a very good deal for themselves personally,
from both a financial and control standpoint. But why would Deere Park agree to
such a lopsided deal? We believe that Messrs. Marengere and Matossian have
ulterior motives and plans which they have not shared with shareholders or the
Board. We believe these plans involve Deere Park or its friends. We are
concerned that once again the management and insiders of Dominion Bridge will
benefit, and that stockholders will be left out in the cold.
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The choice for stockholders could not be clearer. Messrs.
Marengere and Matossian must be removed from management now, and the Committee's
business plan must be implemented. The good news is that the Committee's consent
solicitation is alive and ongoing, despite management's self-serving
proclamations to the contrary.
If you voted the WHITE consent card before, you will soon be
asked by the Committee to do so again. If you haven't voted before, but are now
finally fed up with Marengere's antics, you still have an opportunity to support
the Committee and oust senior management. If you require any assistance, please
ask your broker to help, or contact Georgeson at 800-223-2064.
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