EXHIBIT 1
DEERE PARK EQUITIES, L.L.C.
000 XXXXXX XXXX, XXXXX 000
XXXXXXXXXX, XXXXXXXX 00000
November 19, 1997
The Committee to Revitalize
Dominion Bridge Corporation
c/o Xxxx Xxxxx, Esq.
Xxxxxx Xxxxxxxx
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
The purpose of this letter is to set forth our agreement with respect to (i)
the suspension by the Committee to Revitalize Dominion Bridge Corporation
(the "Committee") of its solicitation of consents from the shareholders of
Dominion Bridge Corporation (the "Company") to remove and replace the
Company's management and to replace the Company's by-laws, and all activities
related thereto and in connection therewith (collectively, the "Solicitation
Activities") and (ii) the permanent cessation of the public dissemination by
the Committee and its members, representatives, agents and Affiliates (as
hereinafter defined) of information or allegations regarding Deere Park
Equities, L.L.C. ("Deere Park") or its officers, directors, employees,
representatives and Affiliates (collectively, the "Dissemination
Activities").
It is understood that neither Deere Park nor any of its officers, directors,
employees or agents have any current plans to acquire a controlling interest
in the Company or any arrangement or agreement with any other person or
entity with respect thereto. However, the parties hereto acknowledge that
the acquisition of a controlling interest in the Company may represent an
attractive investment opportunity for a prospective acquirer, that the
continuation of the Solicitation activities may deter a prospective acquirer,
and, accordingly, that suspension of the Solicitation Activities is in the
best interests of the Company and its shareholders.
For purposes of this Agreement, an "Affiliate" of any specified person or
entity shall mean any person or entity that, directly or indirectly, controls
or is controlled by, or is under common control with, the person or entity
specified. For purposes of this Agreement, the term "control" shall include
the ownership of 5% or more of the outstanding voting securities.
1. SUSPENSION OF SOLICITATION ACTIVITIES AND CESSATION OF DISSEMINATION
ACTIVITIES
a. AGREEMENT TO SUSPEND AND CEASE. In consideration for Deere Park's payment,
in cash, to the Committee, by check or wire transfer, immediately upon the
execution hereof, of the amount set forth on Exhibit A hereto, each of the
Committee and its members, representatives, agents and Affiliates hereby agree
to (i) discontinue, suspend, hold in abeyance and take no action(s) in
furtherance of, any Solicitation Activities until the earlier of (A) the close
of business on
December 1, 1997 or (B) the presentation of a written proposal to the
Company's Board of Directors by Deere Park or any other person or entity with
respect to a Change of Control (as hereinafter defined) of the Company; and
(ii) permanently cease all Dissemination Activities.
b. DEFINITION OF CHANGE OF CONTROL. For purposes of this Agreement, a "Change
of Control" shall mean the occurrence of any of the following events:
(i) The Company is merged or consolidated or reorganized into or with
another corporation or other person or entity and as a result of such
merger, consolidation or reorganization less than 50% of the outstanding
voting securities or other capital interests of the surviving, resulting or
acquiring corporation or other person or entity are owned in the aggregate
by the stockholders of the Company immediately prior to such merger,
consolidation or reorganization;
(ii) The Company sells a substantial portion of its business and/or assets
to any other corporation or other person or entity, less than 50% of the
outstanding voting securities or other capital interest of which are owned
in the aggregate by the stockholders of the Company, directly or
indirectly, immediately prior to or after such sale;
(iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any
successor schedule, form or report) each as promulgated pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
disclosing that any person (as the term "person" is used in Section
13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial
owner (as the term "beneficial owner" is defined under Rule 13d-3 or any
successor rule or regulation promulgated under the Exchange Act) of more
than 50% of the issued and outstanding shares of voting securities of the
Company; or
(iv) Individuals who at the date of this Agreement constitute directors of
the Company cease for any reason to constitute at least a majority thereof
unless the election, or the nomination for election by the Company's
stockholders, or each new director was approved by at least two-thirds of
such directors of the Company then still in office who were directors on
the date of this Agreement.
2. ACQUISITION OF CONTROLLING INTEREST. In the event that, at any time within
two (2) years from the date hereof, (a) Deere Park acquires more than 50% of the
outstanding voting securities of the Company at any price, (b) any other person
or entity acquires more than 50% of the outstanding voting securities of the
Company at a price higher than $2.50 per share or (c) Deere Park sells more than
(i) 75% of the outstanding voting securities of the Company beneficially owned
by it on the date hereof at a price equal to or higher than $3.00 per share or
(ii) 100% of the outstanding voting securities of the Company beneficially owned
by it on the date hereof at a price higher than $2.50 per share, Deere Park
hereby guarantees that the Committee shall be paid, as soon as practicable
thereafter, the amount set forth on Exhibit B hereto.
3. CONFIDENTIALITY; DISCLOSURE. Neither (a) the Committee or any member,
representative, agent or Affiliate thereof, on the one hand, nor (b) Deere Park
or any officer, director,
representative, agent or Affiliate thereof, on the other hand, shall, at any
time, directly or indirectly, use, communicate, disclose, exploit or
disseminate any information relating to the other, including, without
limitation, with respect to their investment in, or relationship with, the
Company and the terms of this Agreement, in any manner whatsoever, except as
may be required by applicable law or under legal process by subpoena or other
court order or pursuant to the prior written consent of the other. Each of
Deere Park and the Committee, at its sole discretion, shall keep the other
apprised of its discussions with the Company and third parties with respect
to a Change of Control of the Company.
4. REMEDIES UPON BREACH. The Committee acknowledges and agrees that (a)
Deere Park shall be irreparably injured in the event of a breach by the
Committee of any of its obligations under this Agreement; (b) monetary
damages shall not be an adequate remedy for any such breach; and (c) Deere
Park shall be entitled to injunctive relief, in addition to any other remedy
which it may have, in the event of any such breach.
5. CONTINUING EFFECT. Where the context of this Agreement shall require,
the respective rights and obligations of the parties shall survive the
execution, and any termination or expiration, of this Agreement.
6. SEVERABILITY. If in any jurisdiction any term or provision hereof shall
be determined to be invalid or unenforceable, (a) the remaining terms and
provisions hereof shall be unimpaired, (b) any such invalidity or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction, and (c) the invalid
or unenforceable term or provision shall, for purposes of such jurisdiction,
be deemed replaced by a term or provision that is valid and enforceable and
that comes closest to expressing the intention of the invalid or
unenforceable term or provision.
7. EXECUTION IN COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement (and all
signatures need not appear on any one counterpart), and this Agreement shall
become effective when one or more counterparts shall have been signed by each
of the parties hereto and delivered to each of the other parties hereto.
If the foregoing correctly states our agreement, please so acknowledge and
confirm by signing this letter in the space provided below and returning it
to the undersigned.
Very truly yours,
DEERE PARK EQUITIES, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Managing-Member
AGREED, ACKNOWLEDGED AND CONFIRMED
AS OF THE DATE WRITTEN ABOVE:
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
As Authorized Agent of The Committee to
Revitalize Dominion Bridge Corporation
