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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 8, 1998
Dominion Bridge Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-10372 23-2577796
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
500 Notre Dame Street, Lachine, Quebec, CANADA H8S 2B2
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (514) 634-3550
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Item 5. Other Events
On April 28, 1998, Dominion Bridge Corporation (the "Company") issued a
secured convertible promissory note (the "Note") in the principal amount of up
to $10 million to Lamar Investments, Inc. ("Lamar"), an affiliate of Deere Park
Equities, LLC ("Deere Park"), a principal stockholder of the Company, which is
convertible into shares of Common Stock of the Company at $2.60 per share. The
Company also issued a warrant (the "Warrant") to Lamar to purchase 1,668,536
shares of Common Stock of the Company at $3.00 per share for a three (3) year
period. Pursuant to the terms of the Note and Warrant, Lamar has the right to
purchase up to 5,514,690 additional shares of Common Stock of the Company. These
transactions are described in detail in the Company's Current Report on Form 8-K
dated April 28, 1998.
Prior to the issuance of the Note and Warrant, Deere Park and its
affiliates beneficially owned 6,619,999 shares of Common Stock of the Company
representing approximately 19.8% of the Company's outstanding shares. As a
result of these transactions, Deere Park and its affiliates are now deemed to
beneficially own in excess of 30% of the Company's outstanding shares.
Pursuant to that certain Rights Agreement dated as of November 26, 1996
by and between the Company and Continental Stock Transfer and Trust Co., as
amended to date (the "Rights Agreement"), Deere Park and its affiliates were
exempted from the operation of the Rights Agreement so long as they did not
acquire in excess of 23% of the Company's outstanding voting shares. On April
28, 1998, the Board of Directors of the Company (the "Board") delayed the
exercise of the rights under the Rights Agreement for a period of 45 days. This
permitted the Company to issue the Note and Warrant to Lamar without triggering
the immediate exercise of the rights. The purpose of this extension was to allow
the Company additional time in which to evaluate Deere Park's strategic plan
with respect to the management and operation of the Company. In this connection,
the Board also exempted Deere Park and its affiliates, including Lamar, from the
provisions of the Delaware antitakeover law contained in Section 203 of the
Delaware General Corporation.
On June 8, 1998, the Company entered into Amendment No. 2 to the Rights
Agreement in order to (i) exempt Deere Park and its affiliates and associates,
including Lamar, from the definition of "Acquiring Person" under the Rights
Agreement, thereby making the Rights Agreement inapplicable to acquisitions of
Company Common Stock by Deere Park or its affiliates or associates; (ii) make
the Rights Agreement applicable to Michel L. Marengere and his affiliates and
associates on the same terms as all other stockholders; and (iii) grant the
Board of Directors greater flexibility in managing the operation of the Rights
Agreement in the future by permitting the Board to extend the time in which it
may redeem the rights issued under the Rights Agreement.
Item 7. Exhibits
Exhibit 4.1 Amendment No. 2 to Rights Agreement
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereto duly authorized.
DOMINION BRIDGE CORPORATION
By: /s/ Allen S. Gerrard
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Name: Allen S. Gerrard
Title: Chairman of the Board of Directors and
Interim Chief Executive Officer
June 9, 1998
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EXHIBIT INDEX
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4.3 Amendment No. 2 to Rights Agreement dated June 8, 1998 Incorporated by reference to Exhibit 4.3 to
between Dominion Bridge Corporation and the Registrant's Form 8-A/A2 filed June 11, 1998.
Continental Stock Transfer & Trust Company.
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