To: Herb Duncan who wrote (8993 ) 2/14/1998 12:17:00 AM From: Kerm Yerman Respond to of 15196
SERVICE SECTOR / American Eco Blocked by Deception and False Statements of Dominion Bridge Management AMERICAN ECO CORPORATION CBOE SYMBOL: EOQ TSE SYMBOL: ECX NASDAQ SYMBOL: ECGOF BERLIN SYMBOL: AEOGR FEBRUARY 13, 1998 TORONTO, ONTARIO--Michael E. McGinnis, Chairman, President and CEO of American Eco Corporation announced that its purchase of USD$5.0 million of Dominion Bridge securities was breached by deceptive practices and bad faith of Dominion Bridge management. American Eco deposited USD$5.0 million and met on a timely basis all other conditions, as the first step in a proposed acquisition of 100 percent of Dominion Bridge of Montreal, Quebec. Dominion Bridge management aborted the closing by falsely stating that the authorization for the issuance of the shares of Dominion Bridge was not approved by the Vancouver Stock Exchange. American Eco confirmed with officials of the VSE that the management of Dominion Bridge withdrew its application to list the shares, which is a breach of the agreement with American Eco. Unanimous approval of an American Eco Letter of Intent to acquire Dominion Bridge was given at the February 3rd meeting of Dominion Bridge Board upon the recommendation of Legg Mason Wood Walker, Incorporated. As part of the placement, Michael E. McGinnis, the Chairman, President and CEO of American Eco was to have been immediately appointed to the Board of Directors and Executive Committee of Dominion Bridge. The arrangement had included for American Eco to provide a USD$25.0 million working capital facility and to provide management services to Dominion Bridge pending consummation of a merger which was to be pursuant to a definitive merger agreement to have been entered into by March 6th. American Eco management of Dominion Bridge business activities is expected to benefit the welfare of Dominion Bridge's employees, suppliers and shareholders. Michael McGinnis, Chairman, President and CEO of American Eco, stated, "As a Canadian Company, American Eco will continue to work towards a transaction. However, continued resistance by Dominion Bridge management will most likely result in damage to the value of Dominion Bridge and could substantially reduce the ultimate purchase price". American Eco is a leading Canadian 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 including facilities in Halifax, Edmonton and Vancouver.