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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A/A-2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Dominion Bridge Corporation
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(Exact name of registrant as specified in its charter)
Delaware 23-2577796
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(State of incorporation or organization) (IRS Employer Identification No.)
500 Notre Dame Street
Lachine, Quebec
CANADA H8S 2B2
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(Address of principal executive offices)
(Zip Code)
If this Form relates to the registration If this Form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to General securities and is to become
Instruction A(c)(1) please check the effective simultaneously with the
following box. [ ] effectiveness of a concurrent
registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
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Item 1. Description of Registrant's Securities To Be Registered.
Item 1 remains unchanged, except that the following information is
hereby added thereto:
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.
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Item 2. Exhibits
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4.1 Rights Agreement, dated as of November 26, 1996 and
effective as of November 26, 1996, between Dominion
Bridge Corporation and Continental Stock Transfer &
Trust Company which includes (i) the Form of Amendment
to the Certificate of Incorporation of the Company
setting forth the terms of the Series One Preferred
Stock as Exhibit A, (ii) the Form of Rights Certificate
as Exhibit B and (iii) the Summary of Rights to Purchase
Preferred Stock as Exhibit C.
4.2 Amendment No. 1 to Rights Agreement dated November 26,
1997 between Dominion Bridge Corporation and Continental
Stock Transfer & Trust Company.
4.3 Amendment No. 2 to Rights Agreement dated June 8, 1998
between Dominion Bridge Corporation and Continental
Stock Transfer & Trust Company.
99 Form of Stockholder Letter.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned thereunto 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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4.1 Rights Agreement, dated as of November 26, 1996 and effective as of November 26, 1996, Incorporated by reference
between Dominion Bridge Corporation and Continental Stock Transfer & Trust Company which to Exhibit 4 to the
includes (i) the Form of Amendment to the Certificate of Incorporation of the Company Registrant's Form 8-A Filed
setting forth the terms of the Series One Preferred Stock as Exhibit A, (ii) the Form of December 11, 1996.
Rights Certificate as Exhibit B and (iii) the Summary of Rights to Purchase Preferred
Stock as Exhibit C.
4.2 Amendment No. 1 to Rights Agreement dated November 26, 1997 between Dominion Bridge Incorporated by reference
Corporation and Continental Stock Transfer & Trust Company. to Exhibit 4.2 to the
Registrant's Form 8-A/A
filed December 4, 1997.
4.3 Amendment No. 2 to Rights Agreement dated June 8, 1998 between Dominion Bridge Filed herewith.
Corporation and Continental Stock Transfer & Trust Company.
99 Form of Stockholder Letter. Incorporated by reference
to Exhibit 99 to the
Registrant's Form 8-A Filed
December 11, 1996.
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Exhibit 4.3
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This AMENDMENT NO. 2 TO RIGHTS AGREEMENT (the "Amendment") is
entered into as of this 8th day of June, 1998, by and between Dominion Bridge
Corporation, a Delaware corporation (the "Company"), and Continental Stock
Transfer & Trust Company (the "Rights Agent"). Capitalized terms used herein and
not otherwise defined herein shall have the meaning ascribed thereto in the
Agreement.
W I T N E S S E T H
WHEREAS, on November 26, 1996 the Board of Directors of the Company
approved a Rights Agreement (the "Agreement") between the Company and the Rights
Agent providing for the issuance of Rights (as defined therein); and
WHEREAS, on November 26, 1997 the Company and the Rights Agent
entered into Amendment No. 1 to the Rights Agreement ("Amendment No. 1"); and
WHEREAS, on April 28, 1998 the Board of Directors of the Company
approved the issuance and sale of certain convertible securities to Lamar
Investments, Inc. ("Lamar"), an affiliate of Deere Park Equities, LLC ("Deere
Park"), extended the Distribution Date to delay the exercise of the Rights
resulting from the issuances to Lamar and amended Section 23(a)(i) of the
Agreement to permit the Company to redeem the Rights up to the close of business
on the forty-fifth day following a Stock Acquisition Date; and
WHEREAS, the Board of Directors of the Company believes that it is
in the best interest of the Company to amend the Agreement to exempt Deere Park
and its affiliates from the operation of the Agreement, to subject Michel L.
Marengere and his affiliates to the operation of the Agreement and to provide
the Board of Directors with greater flexibility in managing the redemption
provisions of the Agreement; and
WHEREAS, the Company and the Rights Agent desire to amend the
Agreement in the manner hereinafter provided, which Amendment has been approved
in accordance with Section 26 of the Agreement;
NOW, THEREFORE, intending to be legally bound hereby, the parties
hereto agree to amend the Agreement as follows:
1. Certain Definitions.
For purposes of the Agreement, the term "Acquiring Person"
shall mean any Person who or which, together with all Affiliates and Associates
of such Person, shall be the Beneficial Owner of outstanding shares of capital
stock representing 15% or more of the Voting Power, but shall not include the
Company, any Subsidiary of the Company, any employee
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benefit plan of the Company or of any Subsidiary of the Company, or any Person
or entity organized, appointed or established by the Company for or pursuant to
the terms of any such plan, Deere Park Equities, LLC, Deere Park Capital
Management, Inc., Lamar Investments, Inc., Riverwood Investments, LLC, Douglas
A. Gerrard, Leonard B. Feldman or any Affiliate or Associate of Deere Park
Equities, LLC, Deere Park Capital Management, Inc., Lamar Investments, Inc.,
Riverwood Investments, LLC, Douglas A. Gerrard or Leonard B. Feldman.
2. Issuance of Rights Certificates.
Section 3(a)(ii) of the Agreement is hereby amended to read in its
entirety as follows:
(ii) the close of business on the tenth day,
or such later date as specified by the
majority of the Disinterested Directors,
after the date that a tender or exchange
offer by any Person (other than the Company,
any Subsidiary of the Company, any employee
benefit plan of the Company or of any
Subsidiary of the Company, or any Person or
entity organized, appointed or established
by the Company for or pursuant to the terms
of any such plan, Deere Park Equities, LLC,
Deere Park Capital Management, Inc., Lamar
Investments, Inc., Riverwood Investments,
LLC, Douglas A. Gerrard, Leonard B. Feldman
or Affiliate or any Associate of Deere Park
Equities, LLC, Deere Park Capital
Management, Inc., Lamar Investments, Inc.,
Riverwood Investments, LLC, Douglas A.
Gerrard or Leonard B. Feldman) is first
published or sent or given within the
meaning of Rule 14e-2(a) of the General
Rules and Regulations under the Exchange
Act, if upon consummation thereof, such
Person would be the Beneficial Owner of
shares of Voting Stock representing 15% or
more of the Voting Power
3. Redemption and Termination.
Section 23(a)(i) of the Agreement is hereby amended to read in its
entirety as follows:
(i) the close of business on the tenth day
following the Stock Acquisition Date or such
later date as specified by the majority of
the Disinterested Directors shall determine
or
4. Continuing Effect.
Except as provided in this Amendment and Amendment No. 1, the
Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
Attest: DOMINION BRIDGE CORPORATION
By /s/ Gary I. Levenstein By /s/ Allen S. Gerrard
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Name: Gary I. Levenstein Name: Allen S. Gerrard
Title: Secretary Title: Chairman of the Board
Directors
and Interim Chief
Executive Officer
Attest: CONTINENTAL STOCK TRANSFER & TRUST
COMPANY
By /s/ Steven Nelson By /s/ Roger Bernhammer
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Name: Steven Nelson Name: Roger Bernhammer
Title: Secretary Title: Vice President
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