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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))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
DOMINION BRIDGE CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the 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)(4) and
0-11.
(1) Title of each class 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 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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DOMINION BRIDGE CORPORATION
May 11, 1998
Dear Stockholder:
You are cordially invited to attend the continuation of the Annual
Meeting of Stockholders of Dominion Bridge Corporation (the "Company") which
will be held at the offices of the Company on Thursday, May 21, 1998 at 10:00
a.m. Your Board of Directors and management look forward to greeting personally
those stockholders able to attend.
Dominion Bridge has had a reputation for excellence for over 100 years.
However, over the past year, the Company has been affected by a number of issues
which have distracted it from addressing important operational challenges. Your
Board of Directors is pleased to announce that important first steps have been
taken to put these issues behind us and to move forward to restore your Company
to profitability.
Over the past several months, Dominion Bridge has operated with a
severe working capital deficit. We have addressed this immediate working capital
deficiency by obtaining a $10 million senior subordinated loan from an affiliate
of Deere Park Equities, LLC, a principal stockholder of the Company. The
Company remains in need of additional working capital and we are busy seeking
such financing.
Obtaining immediate working capital was only part of this comprehensive
transaction. To move forward and address the many operating challenges faced by
the Company, Michel L. Marengere and Nicolas Matossian have relinquished their
positions as directors and executive officers of the Company and its
subsidiaries. To assist the Company, your Board of Directors has brought in an
experienced turnaround management team from EIF Holdings, Inc., led by its
president, Frank J. Fradella. Mr. Fradella has complete authority to review and
address all financial and operational matters. His team will work closely with
the existing operating management of Dominion Bridge to develop a comprehensive
plan to return your Company to profitability. We have also commenced a search to
add members to the executive team with engineering and construction experience.
In closing, we appreciate the support you have given the Company over
the past years and ask for your continued support as we strive to return
Dominion Bridge to a position of prominence for the benefit of its stockholders,
clients and employees.
Sincerely,
Allen S. Gerrard
Allen S. Gerrard
Chairman of the Board of Directors
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DOMINION BRIDGE CORPORATION
NOTICE OF CONTINUATION ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 21, 1998
May 11, 1998
To the Stockholders of DOMINION BRIDGE CORPORATION:
The Annual Meeting of Stockholders (the "Meeting") of Dominion Bridge
Corporation (the "Company") has been adjourned and will be continued at the
principal executive offices of the Company located at 500 Rue Notre Dame,
Lachine, Quebec, Canada H8S 2B2 on Thursday May 21, 1998, at 10:00 a.m. for the
following purposes:
(1) to elect two directors in accordance with the Bylaws;
(2) to ratify the appointment of Deloitte & Touche, independent
auditors, as auditors for the Company; and
(3) to transact such other business as may properly come before
the Meeting and at any postponement(s) or adjournment(s)
thereof.
Only stockholders of record as of the close of business on February 3,
1998 will be entitled to vote at the Meeting. Stockholders are entitled to vote
at the Meeting either in person or by proxy. THOSE WHO ARE UNABLE TO ATTEND THE
MEETING ARE REQUESTED TO READ, COMPLETE, SIGN AND MAIL THE ENCLOSED FORM OF
PROXY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors,
Gary I. Levenstein
Gary I. Levenstein
Secretary
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO SIGN, DATE AND PROMPTLY
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE
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DOMINION BRIDGE CORPORATION
May 11, 1998
SUPPLEMENT TO PROXY STATEMENT FOR 1998 ANNUAL MEETING OF STOCKHOLDERS
Dear Stockholder:
As you will recall, on or about March 5, 1998, Dominion Bridge
Corporation (the "Company") distributed a Proxy Statement relating to the
Company's Annual Meeting of Stockholders (the "Meeting") which was scheduled and
convened at 10:00 a.m. on Monday, March 30, 1998 at the offices of the Company's
shipbuilding subsidiary located at 22 Georges D. Davie, Levis, Quebec, Canada.
At the Meeting, a motion was raised, seconded and approved by the
stockholders to adjourn the Meeting until Wednesday, April 29, 1998 at 10:00
A.M. EDT at the Company's principal executive offices at 500 Rue Notre Dame,
Lachine, Quebec, Canada H8S 2B2. The basis for the motion to adjourn the Meeting
was to allow the Company to supplement its Proxy Statement to describe the
status of its negotiations with American Eco Corporation ("American Eco") and
the contemplated resignation of the Company's senior executive management. Upon
reconvening the Meeting, a similar motion was made, seconded and approved by the
stockholders to adjourn the Meeting until May 21, 1998 at 10:00 A.M. EDT at the
Company's principal executive offices at 500 Rue Notre Dame, Lachine, Quebec,
Canada H8S 2B2. The basis for this motion was to enable the Company to comply
with applicable Securities and Exchange Commission ("SEC") disclosure
requirements following a change in control of the Company which occurred on
April 28, 1998. This letter is intended to provide you with this required
disclosure and should be considered together with the Proxy Statement previously
delivered to you.
The section of the Proxy Statement captioned "Certain Relationships and
Related Transactions," appearing at pages 13-14, contains a detailed description
of the letter of intent with American Eco. As reported via press release and
discussed at the Meeting on March 30, 1998, the letter of intent with American
Eco expired by its own terms on March 23, 1998. The letter of intent also
contemplated the resignations of Michel L. Marengere, Nicolas V. Matossian and
Rene Amyot from any and all executive officer and director positions with the
Company or any of its subsidiaries.
Over the past few weeks, the Company's Board of Directors, together with
the principals of Deere Park Equities, LLC and their affiliates ("Deere Park"),
a principal stockholder of the Company, negotiated a series of agreements (the
"Transactions") with Messrs. Marengere, Matossian, Amyot, and their respective
affiliates (collectively the "Executives") and
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Deere Park, Dominion Park Equities, LLC ("Dominion Park"), and their respective
affiliates. The Transactions were closed on April 28, 1998 and provided for the
following:
(i) The Executives' resignation from any and all executive officer
and director positions with the Company and its subsidiaries;
(ii) The infusion of up to $10 million of additional working
capital; and
(iii) The buyout of substantially all of the Executives' then
existing ownership interest in the Company.
DESCRIPTION OF THE TRANSACTIONS
The following is a description of the material components of the
Transactions.
Separation with Executives. The separation with the Executives
consisted of (i) the termination of the Service Agreements with Messrs.
Marengere and Matossian and the resignation of Mr. Amyot pursuant to separate
Settlement, Release and Discharge Agreements (collectively the "Settlement
Agreements") providing for the mutual release of any and all claims in
consideration of an aggregate payment to the Executives, in the form of the
Company's notes, in the amount of $4.8 million; and (ii) a three (3) year
Consulting Agreement (the "Consulting Agreement") between an affiliate of Deere
Park and the Executives providing for the payment of an aggregate amount of
$483,333 per year, which is guaranteed by the Company. The Settlement Agreements
include releases by the Company of (i) the $1.824 million subscription
receivable in the name of Fidutech Technologies, Inc. ("Fidutech"), a company
controlled by Messrs. Marengere and Amyot; and (ii) the $1.155 million guarantee
of Fidutech regarding the value of the preferred stock issued to the Company in
connection of the sale of Edinov.
Financing Transaction. Deere Park has caused its affiliate, Lamar
Investments, Inc., an Illinois corporation ("Lamar"), to provide the Company
with a credit facility in the principal amount of up to $10 million. Based on
the Company's need for additional working capital, the Executives also agreed to
reinvest the $4.8 million due them under the Settlement Agreements into the
Company. These obligations were invested by Lamar and the Executives pursuant to
the terms of a Credit Agreement ("Credit Agreement") by and among the Company,
Lamar and the Executives. The Company is obligated to make monthly interest
payments to Lamar and the Executives based on the outstanding principal amount
due under the Credit Agreement.
Pursuant to the Credit Agreement, the Company issued a Convertible
Revolving Note to Lamar in the principal amount of up to $10 million (the "Lamar
Note") and a Convertible Term Note to the Executives in the principal amount of
$4.8 million (the "Executive Note" and together with the Lamar Note, the
"Notes"). The Notes bear interest at the rate of 11.5%, are secured by a second
priority perfected security interest in substantially all of the assets of the
Company and are convertible into shares of Common Stock of the Company at $2.60
per share. The Company also issued warrants (the "Warrants") to purchase shares
of Common Stock of the Company at $3.00 per share for a three (3) year period;
333,708 Warrants were issued to the
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Executives and up to 1,668,536 Warrants will be issued to Lamar based on the
amount of advances made under the Loan. As of the date of this Proxy Supplement,
Lamar has advanced approximately $7.55 million to the Company. It is anticipated
that the remaining amount available will be advanced within the next 30 days.
In the event of any material breach by the Company under the Executive
Note or Settlement Agreements, all moneys due and owing the Executives shall be
immediately due and payable and the release included in the Settlement
Agreements will be null and void.
Buyout of Executives. The Transactions also involved the Executives
selling substantially all of their then-existing ownership interest in the
Company to Dominion Park. The section captioned "Security Ownership of Certain
Beneficial Owners and Management" appearing at pages 10-13 of the Proxy
Statement contains a detailed description of Dominion Park's and the Executives'
beneficial ownership of the Company's outstanding shares of Common Stock.
Pursuant to the Transactions, Dominion Park purchased (i) all of the Executives'
interest in Dominion Park; and (ii) 2,023,399 shares of Common Stock of the
Company owned by the Executives for payment consisting of 775,000 shares of
American Eco common stock (the "Buyout Agreement").
As a result of the Buyout Agreement, the Executives transferred
virtually their entire ownership interest in the Company to Dominion Park.
However, as a result of the Executives reinvesting the amounts due under the
Settlement Agreements into the Company, they have the right to acquire up to
2,179,862 shares of Common Stock upon the conversion or exercise, as
applicable, of the Executive Note and certain Warrants. Under applicable SEC
rules, the Executives are deemed to beneficially own these shares or
approximately 6.1% of the Company's outstanding shares.
In addition, Dominion Park, which is controlled by Deere Park, now has
sole voting and dispositive power with respect to 6,513,499 shares of Common
Stock. Deere Park or its affiliates have sole voting and dispositive power with
respect to an additional 106,500 shares and have the right to acquire up to
5,514,690 additional shares upon the exercise or conversion, as applicable, of
the Lamar Note and certain Warrants. Pursuant to the Schedule 13D filed by Deere
Park and others with the SEC, Deere Park and its affiliates are acting as a
group with respect to all of these shares. Accordingly, under applicable SEC
rules, Deere Park and its affiliates are deemed to beneficially own 12,134,689
shares of Common Stock or approximately 31.2% of the Company's outstanding
shares.
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CHANGES IN EXECUTIVE MANAGEMENT
In connection with the resignation of the Executives as directors, the
size of the Company's Board of Directors was reduced from ten (10) to five (5),
thereby eliminating all vacancies. As a result, the composition of the Board now
consists of the following Directors:
<TABLE>
<CAPTION>
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DIRECTORS WHOSE TERM EXPIRES AT THE DIRECTORS WHOSE TERM EXPIRES AT THE DIRECTOR WHOSE TERM EXPIRES AT THE
1998 ANNUAL MEETING 1999 ANNUAL MEETING 2000 ANNUAL MEETING
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Derek S. Tennant Reynald Lemieux Louis Berlinguet
Allen S. Gerrard Michael E. McGinnis
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</TABLE>
In connection with the resignations of Messrs. Marengere and Matossian
as officers, the Board has appointed Directors Allen S. Gerrard and Derek S.
Tennant to serve as the Interim Chief Executive Officer and Interim Chief
Operating Officer, respectively, of the Company. Gary I. Levenstein, Co-Chairman
of the corporate law department of the Chicago, Illinois law firm of Ungaretti &
Harris, was appointed to serve as the Secretary of the Company. Mr. Levenstein
has practiced corporate law for over 20 years, specializes in mergers,
acquisitions and corporate finance transactions and is also a certified public
accountant. The Company is currently in negotiations with these persons
regarding the specific terms on which they will serve as officers of the
Company. It is contemplated that these persons will receive compensation
consisting of cash, options or a combination thereof.
Agreement with EIF Holdings, Inc. Subject to approval by the Board of
Directors, the Company and EIF Holdings, Inc. ("EIF") have agreed to enter into
a management services agreement pursuant to which EIF will provide the Company
with management services in connection with its ongoing, day-to-day operations
for a period of six (6) months on substantially the terms described below.
Subject to the general supervision and control of the Executive
Committee of the Board of Directors of the Company, EIF has agreed to furnish
the Company with management services consisting of: (i) financing and
administrative support services, including oversight of collection of accounts
receivable and payment of accounts payable; (ii) marketing administration and
support services; (iii) human resources management; and (iv) oversight and
administration of the Company's operating units. As compensation for these
services, the Company has agreed to pay EIF a management fee of $100,000 per
month and to reimburse EIF for all reasonable out-of-pocket expenses and
disbursements incurred in rendering such services. In order to facilitate the
provision of these services, Frank J. Fradella and J. Drennan Lowell, the Chief
Executive and Chief Financial Officers, respectively, of EIF will be given
responsibilities within the Company's organization which are customarily
performed by a corporation's Chief Executive and Chief Financial Officers. Below
is a brief summary of their business experience during the past five (5) years.
Frank J. Fradella has been President, CEO and a director of EIF since
May 1997 and has been Chairman since November 1997. From October 1996 to May
1997, he was Executive Vice President and Chief Operating Officer of American
Eco. From February 1993 to October 1996, he was employed by NSC Corporation, a
specialty contractor, having been serving as its President and CEO since
September 1994. From February 1991 to January 1993, Mr. Fradella was Vice
President of Kaselaan & D'Angelo Associates.
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J. Drennan Lowell has been Vice President, Chief Financial Officer,
Treasurer and Secretary of EIF since October 1997. Previously, Mr. Lowell was
employed by NSC Corporation where he held the positions of Vice President, Chief
Financial Officer and Secretary from November 1993 through August 1997 and
Treasurer from May 1994 through 1997. Prior to joining NSC, Mr. Lowell served as
Vice President of Finance for Wheelabrator Clean Air Systems Inc. from December
1992 to November 1993 and for Wheelabrator Clean Water Systems Inc. from August
1991 to November 1993.
VOTING AT THE CONTINUATION OF THE ANNUAL MEETING
Stockholders who have already voted their shares and do not wish to
change their vote need do nothing. Stockholders who have not voted their shares
or who wish to change a vote previously submitted may do so by completing,
dating, signing and returning the enclosed form of proxy in the enclosed
envelope or otherwise to the Company at 500 Notre Dame Street, Third Floor,
Lachine, Quebec, Canada, H8S 2B2. Stockholders have the right to appoint a
person other than the persons specified in such form of proxy, who need not be a
stockholder of the Company, to attend and act for him and on his behalf at the
Meeting in the manner described in the Proxy Statement previously delivered.
Finally, stockholders who wish to revoke a proxy previously delivered may do so
in the manner described in Proxy Statement previously delivered.
The Board of Directors of
Dominion Bridge Corporation
Allen S. Gerrard
Allen S. Gerrard
Chairman of the Board of Directors
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DOMINION BRIDGE CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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The undersigned hereby appoints Allen S. Gerrard and Derek Tennant and
each of them, or -----------------------, Proxies with power to appoint
a substitute and hereby authorizes them to represent and to vote all
shares of Common Stock of Dominion Bridge Corporation held of record by
the undersigned on February 3, 1998 at the Annual Meeting of
Stockholders of Dominion Bridge Corporation scheduled for March 30, 1998
which will be continued on May 21, 1998 and at any postponement(s) or
adjournment(s) thereof, and to vote as directed on the reverse side of
this form and, in their discretion, upon such other matters not
specified as may come before said meeting. Change of Address and
Comments
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(If you have written in the
above space, please mark the
corresponding box on the
reverse side of this form.)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE BOX
(SEE REVERSE SIDE), BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS.
THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF DIRECTORS AND FOR APPROVAL OF THE RATIFICATION OF DELOITTE &
TOUCHE AS INDEPENDENT AUDITORS FOR DOMINION BRIDGE CORPORATION.
P
R
O
X
Y
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SEE REVERSE
SIDE
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Change of Address [ ]
Comments on
Reverse Side
<TABLE>
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1 FOR PROPOSAL 2
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FOR WITHHELD FOR AGAINST ABSTAIN
2. Proposal 2 -
1. Proposal 1 - Election of Directors Ratification of
Deloitte & Touche
as independent
auditors for
Dominion Bridge
Corporation for fiscal
year ending September 30, 1998.
Nominees: Derek Tennant and Allen S. Gerrard
For, except vote withheld from the following nominee(s):
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</TABLE>
The undersigned hereby
acknowledges receipt of the
notice of Annual Meeting and
Proxy Statement
PLEASE SIGN, DATE AND RETURN
YOUR PROXY PROMPTLY IN THE
ENCLOSED ENVELOPE. NO POSTAGE
REQUIRED IF MAILED IN THE
UNITED STATES.
SIGNATURE(S)
DATE , 1998
NOTE: PLEASE SIGN NAME(S)
EXACTLY AS PRINTED HEREON.
JOINT OWNERS SHOULD EACH SIGN.
WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE
GIVE FULL TITLE AS SUCH.
