UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
DOMINION BRIDGE CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001
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(Title of Class of Securities)
257192-10-5
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(CUSIP Number)
Michael E. McGinnis
Chairman and President
American Eco Corporation
154 University Avenue
Suite 200
Toronto, Ontario
Canada M5H 3Y9
(416) 340-2727
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
MARCH 23, 1998
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(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 [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent of less of such
class.) (See Rule 13d-7.)
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, as amended (the "Act")
or otherwise subject to the liabilities of that section of the
Act but shall be subject to all provisions of the Act (however,
see the Notes).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 2571921-10-5 PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Eco Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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7 SOLE VOTING POWER
NUMBER OF
2,116,385 (includes warrants for
SHARES 192,308 shares)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,116,385 (includes warrants for
192,308 shares)
PERSON -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,116,385 (includes warrants for 192,308 shares)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The securities covered by this Schedule 13D are shares
of common stock, par value $.001 (the "Common Stock"), of
Dominion Bridge Corporation, a Delaware corporation (the
"Company"). The Company's principal executive offices are
located at 500 Notre Dame Street, Lachine, Quebec, H8S 2B2
Canada.
Pursuant to Rule 13d-2 under the Securities Exchange
Act of 1934, this Amendment No. 1 amends the Schedule 13D for an
event of February 20, 1998, filed by American Eco Corporation
("American Eco") with respect to its ownership of shares of the
Company's Common Stock. Terms used and not otherwise defined
herein shall have the respective meanings set forth in the
initial Schedule. Except as otherwise indicated below, the
information in the initial Schedule remains in effect.
ITEM 4. PURPOSE OF TRANSACTION.
On March 23, 1998, American Eco and the Company each
announced the withdrawal by American Eco of the Letter of Intent,
dated February 20, 1998, between American Eco and the Company,
and the termination of negotiations for any of the further
transactions as contemplated under the Letter of Intent. The
Letter of Intent had established stages for an acquisition
transaction with each stage subject to stated time periods and
conditions. The complexity of each stage and the associated time
constraints, including obtaining the necessary respective
consents and approvals, and analysis of the Company's current
financial and business condition, resulted in the withdrawal.
American Eco remains the beneficial owner of the
Company's securities as described in Item 5 in the initial
Schedule.
American Eco will monitor the activities of the Company
with a view to maintaining or disposing of its interest in the
Company's securities or possibly proposing some other form of
acquisition transaction of all or parts of the Company. Among
the factors which would be considered by American Eco with
respect to its future interest in the Company are the financial
performance of the Company, the trading market for the Company's
Common Stock, general economic conditions in the industries in
which the Company and American Eco operate and the entry by
American Eco into other acquisition opportunities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
5. Press Release, dated March 23, 1998.
-3-
<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
the statement is true, complete and correct.
AMERICAN ECO CORPORATION
Date: March 30, 1998 By: /s/ Davis L. Norris
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David L. Norris,
Senior Vice President and
Chief Financial Officer
-4-
<PAGE>
EXHIBIT INDEX
Exhibit Description
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5 Press Release, dated March 23, 1998
AMERICAN
ECO CORPORATION
NEWS RELEASE
AMERICAN ECO CORPORATION 11011 Jones Road, Houston, Texas 77070
[NASDAQ SYMBOL: ECGOF/TSE SYMBOL: ECX/CBOE SYMBOL: EOQ/BERLIN
SYMBOL: AEOGR]
FOR IMMEDIATE RELEASE MONDAY, MARCH 23, 1998
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AMERICAN ECO WITHDRAWS LETTER OF INTENT FOR
DOMINION BRIDGE ACQUISITION
HOUSTON, Texas - AMERICAN ECO CORPORATION announced that it has
withdrawn the Letter of Intent of February 20th, 1998, for the
acquisition of Dominion Bridge and has presently terminated
negotiations for any further transactions. American Eco stated
that due to complexities of the transaction and the time
constraints for its completion, the remaining proposed
transactions cannot be consummated.
MICHAEL E. MCGINNIS, CHAIRMAN, PRESIDENT & CEO of American Eco,
stated, "American Eco will not resume discussions with other
acquisition candidates that had been put on hold during the
negotiations with Dominion Bridge."
American Eco currently owns 4.6% of Dominion Bridge, and is
represented on the Dominion Bridge Board by Michael E. McGinnis.
AMERICAN ECO is a leading North American provider of SINGLE-
SOURCE construction, management, maintenance, specialty
fabrication, engineering and environmental remediation services
in the refining, petrochemical, utility, forest products and
offshore manufacturing industries.
-30-
For additional information call:
David Norris Cindy Jackson
Senior Vice-President & COO Director of Investor Relations
Houston, Texas Houston, Texas
(888) 774-3246 (888) 774-3246
WWW.AMERICANECO.COM
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AMERICAN ECO CORPORATION o 154 University Avenue, Suite 200,
Toronto, Ontario, Canada M5H 3Y9 (416) 340-2727 (FAX) 340-2457
