<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[  X  ]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                           THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997

[     ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                           THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE TRANSITION PERIOD FROM _________ TO ____________

                           DOMINION BRIDGE CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                             <C>                                    <C>
               DELAWARE                                1-10372                              23-2577796
       (State of Incorporation)                 (Commission File No.)                      (IRS Employer
                                                                                        Identification No.)
</TABLE>

                              500 NOTRE DAME STREET
                                    3RD FLOOR
                         LACHINE, QUEBEC, CANADA H8S 2B2
                     (Address of principal executive office)

Registrant's telephone number, including area code:  (514) 634-3550

                                 NOT APPLICABLE
                   (Former name, if changed since last report)

Check whether the Registrant: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

                (1)       Yes         X            No ______
                (2)       Yes         X            No ______
<PAGE>   2
        APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

Check whether the registrant has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.

                             Yes X No __

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of the Registrant's sole class of common stock,
as of August 5, 1997, is 29,052,648
<PAGE>   3
                           DOMINION BRIDGE CORPORATION

                                      INDEX

<TABLE>
<CAPTION>
PART I        FINANCIAL INFORMATION                                                           PAGE
<S>           <C>                                                                            <C>
             Item 1.           Consolidated Balance Sheets at June 30,
                               1997 (Unaudited) and September 30, 1996                        3

                               Consolidated Statements of Operations for
                               the Three and Nine Months ended June 30,
                               1997 and 1996 (Unaudited)                                      4

                               Consolidated Statements of Cash Flows for the
                               Nine Months ended June 30, 1997 and 1996
                               (Unaudited)                                                    5

                               Consolidated Statements of Stockholders' Equity
                               for the Nine Months ended June 30, 1997
                               and 1996 (Unaudited)                                           6

                               Notes to Consolidated Financial Statements                     7

             Item 2.           Management's Discussion and
                               Analysis of Financial Condition and Results
                               of Operation                                                   12
                                                                                             
             Item 3.           Quantitative and Qualitative Disclosures
                               about Market Risk                                              18

PART II      OTHER INFORMATION

             Item 1.           Legal Proceedings                                              19

             Item 2.           Changes in Securities                                          20

             Item 3.           Defaults Upon Senior Securities                                20

             Item 4.           Submission of Matters to a Vote
                               of Security Holders                                            20

             Item 5.           Other Information                                              21

             Item 6.           Exhibits and Reports on Form 8-K                               21
</TABLE>

                                                   2
<PAGE>   4
                         PART I - FINANCIAL INFORMATION

                           DOMINION BRIDGE CORPORATION

                           CONSOLIDATED BALANCE SHEETS
                   AS AT JUNE 30, 1997 AND SEPTEMBER 30, 1996
              (IN THOUSANDS OF U.S. DOLLARS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
                                                                          UNAUDITED          AUDITED
                                                                           JUNE 30        SEPTEMBER 30
                                                                            1997              1996
------------------------------------------------------------------------------------------------------
                                                                                $                  $
ASSETS                                                                  
<S>                                                                         <C>                <C>
CURRENT ASSETS
    Cash (Note 3)                                                            10,302             26,231
    Short term deposits                                                       3,019
    Accounts receivable                                                     100,311            126,911
    Inventories                                                              47,478             43,762
    Prepaid expenses and other current assets                                 6,955              5,417
------------------------------------------------------------------------------------------------------
    TOTAL CURRENT ASSETS                                                    168,065            202,321
------------------------------------------------------------------------------------------------------

    Property, plant and equipment, net                                       44,245             38,289
    Assets of business transferred under contractual
       arrangements (preferred shares)                                        3,847              3,847
    Goodwill                                                                 11,687             11,958
    Pension assets                                                            1,312              1,187
    Advances to and investments in unincorporated joint ventures              1,033              2,398
    Other assets                                                             11,497              5,247
------------------------------------------------------------------------------------------------------
    TOTAL ASSETS                                                            241,686            265,247
------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Bank indebtedness(Note 4)                                                 1,716              5,624
    Term loan (Note 4)                                                       15,000             30,000
    Accounts payable and accrued expenses                                   104,202            119,839
    Customer advances                                                        16,689             16,166
    Current portion of obligations under capital leases                       2,564              2,979
------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                                   140,171            174,608
------------------------------------------------------------------------------------------------------
    Deferred income taxes                                                     6,359              5,147
    Accrued post-retirement benefits other than pensions                      1,603                514
    Obligations under capital leases                                          4,345              2,274
    Minority interest                                                        18,235             18,783
    Negative goodwill                                                         9,115             12,945
    Other long-term liabilities                                               6,707              2,976
------------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY
    Preferred stock, $0.001 par value; 25,000,000 shares
       authorized, none issued
    Common stock, $0.001 par value; 50,000,000 shares authorized;
       issued and outstanding: 29,003,648 shares in 1997 and
       24,722,188 shares in 1996                                                 29                 25
    Additional paid-in capital                                               69,795             60,624
    Deficit                                                                 (11,172)           (10,191)
    Cumulative translation adjustment                                        (1,677)              (634)
------------------------------------------------------------------------------------------------------
                                                                             56,975             49,824
    Subscription receivable                                                  (1,824)            (1,824)
------------------------------------------------------------------------------------------------------
    TOTAL STOCKHOLDERS' EQUITY                                               55,151             48,000
------------------------------------------------------------------------------------------------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              241,686            265,247
======================================================================================================
</TABLE>

Commitments and contingencies (Note 7)
See accompanying notes

                                       3
<PAGE>   5
                           DOMINION BRIDGE CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS
               THREE AND NINE MONTHS ENDED JUNE 30, 1997 AND 1996
              (IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE DATA)
                                    UNAUDITED

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                            THREE MONTHS ENDED                           NINE MONTHS ENDED
                                                        JUNE 30,             JUNE 30               JUNE 30,              JUNE 30
                                                          1997                 1996                  1997                  1996
                                                            $                    $                     $                     $
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                   <C>                   <C>                   <C>
SALES                                                   136,018               132,100               393,554               237,058
---------------------------------------------------------------------------------------------------------------------------------

Cost of sales                                           121,873               118,562               353,953               208,087
Selling, general and administrative
     expenses                                            11,132                11,484                38,400                20,834
---------------------------------------------------------------------------------------------------------------------------------
                                                        133,005               130,046               392,353               228,921
Income from operations of joint
     ventures                                               373                   190                   856                   922
---------------------------------------------------------------------------------------------------------------------------------
Income (loss) from operations                             3,386                 2,244                 2,057                 9,059
Interest (expense)                                         (705)                 (949)               (3,624)                 (906)
Gain on disposal of subsidiary
     shares (Note 6)                                         --                    --                 3,000                    --
Other income                                                733                   461                 2,052                   695
---------------------------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes
     and minority interest                                3,414                 1,756                 3,485                 8,848
---------------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------------
Income taxes                                             (1,980)                 (446)               (3,129)               (3,163)
---------------------------------------------------------------------------------------------------------------------------------
Income (loss) before minority
     interest                                             1,434                 1,310                   356                 5,685
Minority interest - dividends on
     preferred shares                                        --                  (364)                   --                  (569)
Minority interest - common stock                           (964)                 (695)               (1,337)                 (706)
---------------------------------------------------------------------------------------------------------------------------------
NET (LOSS) INCOME                                           470                   251                  (981)                4,410
=================================================================================================================================

Net income (loss) per common
     share and common share
     equivalents
         Primary                                           0.02                  0.02                 (0.03)                 0.27
         Fully diluted                                     0.02                  0.01                 (0.03)                 0.22
---------------------------------------------------------------------------------------------------------------------------------

Weighted average number of
     common shares and common
     share equivalents outstanding
         Primary                                     29,003,648            16,331,161            28,450,36l            16,374,585
         Fully diluted                               29,003,648            24,632,450            28,893,818            19,772,748
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes

                                                                 4
<PAGE>   6
                           DOMINION BRIDGE CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            NINE MONTHS ENDED JUNE 30
                         (IN THOUSANDS OF U.S. DOLLARS)
                                    UNAUDITED

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                                                        1997             1996
-----------------------------------------------------------------------------------------------
                                                                           $                $
<S>                                                                      <C>              <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net (loss) income                                                        (981)            4,410
Adjustments to reconcile net income to the
    cash provided by (used for) operating activities/
        Minority interest in net income                                 1,337               770
        Gain on disposal of subsidiary common shares                   (3,000)                0
        Depreciation and amortization                                   7,384             3,439
        Common stock issued for services                                  553               603
        Amortization of negative goodwill                              (3,830)               --
        Deferred income taxes                                           1,212             1,668
        Deferred pension cost                                            (125)               --
        Income from operations of joint ventures                         (856)             (922)
        Cash distributions from joint ventures                          2,221               522
        Decrease (Increase) in accounts receivable                     26,600            (8,256)
        (Increase) Decrease in prepaid expenses
            and other assets                                           (1,538)             7007
        Decrease (increase) in inventories                             (3,716)          (11,468)
        (Decrease) increase in accounts payable                       (15,637)           (3,195)
        Increase in customer advances                                     523             3,729
        Other - net                                                      (428)               --
-----------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities                     9,719            (1,693)
-----------------------------------------------------------------------------------------------

CASH FLOW FROM INVESTING ACTIVITIES
Proceeds on disposal of subsidiary common shares                       10,436                --
Decrease (Increase) in short term deposits                             (3,019)            3,047
Cash consideration paid for acquired businesses                            --           (37,565)
Cash of acquired businesses                                                --            35,301
Cash redemption of minority interest                                       --            (8,259)
Repayment by (advance to) a shareholder                                    --               460
Decrease (increase) of pension asset                                       --               (89)
Proceeds from sale of equipment                                            --               301
Cash payment for purchase of equipment                                (13,340)           (8,155)
(Increase) in other assets                                             (6,250)           (2,049)
-----------------------------------------------------------------------------------------------
Net cash provided by (used for) investing activities                  (12,173)          (17,008)
-----------------------------------------------------------------------------------------------

CASH FLOW FROM FINANCING ACTIVITIES
Issuance (Repayment) of term loan                                     (15,000)           (1,083)
Proceeds from issuance of common stock                                     --             4,119
Issue of preferred shares of subsidiary to minority interest               --            22,869
Bank indebtedness                                                      (3,908)           13,964
Other long-term liabilities                                             4,820                (9)
(Payment) Issue of capital lease obligations                            1,656                --
-----------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities                   (12,432)           39,860
-----------------------------------------------------------------------------------------------
Effect of foreign exchange rate fluctuations on cash                   (1,043)             (608)
-----------------------------------------------------------------------------------------------
Net change in cash                                                    (15,929)           20,551
Cash, at beginning of period                                           26,231             4,765
-----------------------------------------------------------------------------------------------
CASH, AT END OF PERIOD (NOTE 3)                                        10,302            25,316
================================================================================================
</TABLE>
<PAGE>   7
DOMINION BRIDGE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
NINE MONTHS ENDED JUNE 30
(IN THOUSANDS OF U.S. DOLLARS)
UNAUDITED

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                                                                 1997                1996
---------------------------------------------------------------------------------------------
                                                                   $                   $
<S>                                                              <C>                  <C>
NON-CASH INVESTING AND FINANCING ACTIVITIES

Issuance of common stock on conversion of
    minority interest preferred shares                            8,533                    -

Purchase of minority interest preferred stock
    of subsidiaries                                              (8,533)                   -
---------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes


                                       5
<PAGE>   8
                           DOMINION BRIDGE CORPORATION

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                  [DOLLAR AMOUNTS IN THOUSANDS OF U.S. DOLLARS]

NINE MONTH PERIOD ENDED JUNE 30, 1997 (UNAUDITED)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                                        ADDITIONAL                  CUMULATIVE
                                                             COMMON       PAID-IN                   TRANSLATION   SUBSCRIPTION
                                                SHARES    STOCK AMOUNT    CAPITAL      DEFICIT      ADJUSTMENT     RECEIVABLE
                                                                $            $            $              $              $
------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>           <C>            <C>          <C>           <C>
Balance at September 30, 1996                 24,722,188       25        60,624        (10,191)         (634)       (1,824)

Issuance of common stock upon
    conversion of Dominion Bridge, Inc.
    Class A preferred shares                      50,334       --           104             --            --            --

Issuance of common stock upon
    conversion of Cedar Group (TCI)
    LLC preferred shares                       3,971,126        4         8,533             --            --            --

Share issue costs                                     --       --           (18)            --            --            --

Translation adjustments, net of income
    taxes of nil                                      --       --            --             --        (1,043)           --

Issuance of common stock for services            260,000       --           552             --            --            --


Net loss for the period                               --       --            --           (981)           --            --
------------------------------------------------------------------------------------------------------------------------------

Balance at June 30, 1997                      29,003,648       29        69,795        (11,172)       (1,677)       (1,824)
==============================================================================================================================
</TABLE>

                                       6
<PAGE>   9
                           DOMINION BRIDGE CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.    NATURE OF OPERATIONS

      Dominion Bridge Corporation, a Delaware corporation with executive offices
      in Montreal, Canada, specializes in international engineering,
      infrastructure development and project management and ship building and
      repair.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The accompanying consolidated financial statements have been prepared by
      the Company pursuant to the rules and regulations of the Securities and 
      Exchange Commission (SEC). This Report on Form 10-Q should be read in
      conjunction with the Company's Annual Report on Form 10-K for the year
      ended September 30, 1996. Certain information and footnote disclosures
      which are normally included in financial statements prepared in
      accordance with generally accepted accounting principles have been
      condensed or omitted pursuant to SEC rules and regulations. The 
      information reflects all normal and recurring adjustments which, in the
      opinion of management, are necessary for a fair presentation of the 
      financial position of the Company and its results of operations for the
      interim periods set forth herein. The results for the nine months ended
      June 30, 1997 are not necessarily indicative of the results to be
      expected for the full year.

      These consolidated financial statements have been prepared by management
      in accordance with accounting principles generally accepted in the United
      States, the most significant of which are outlined below. These principles
      require the use of estimates to measure the financial effects of past
      transactions or events and the present status of assets and liabilities.

      Principles of consolidation

      The financial statements include the accounts of the Company and its
      subsidiaries. All significant inter-company accounts and transactions have
      been eliminated upon consolidation.

      During the previous fiscal year, the Company (1) acquired the remaining
      minority interests in Dominion Bridge Inc. and Steen Contractors Limited,
      (2) acquired approximately 77.4% of the outstanding shares of McConnell
      Dowell Corporation Limited and (3) acquired 100% of the outstanding share
      capital of Davie Industries Inc. (formerly Groupe MIL Inc.- "Davie" ).
      Effective March 21, 1997 the Company sold 6,000,000 ordinary shares of
      MDC, reducing its ownership to approximately 65% of MDC's outstanding
      shares.

      Each of the above acquisitions were accounted for under the purchase
      method of accounting. Under the purchase method of accounting, the assets
      of the acquired entity are reflected on the balance sheet at their fair
      market value on the date of purchase, with the balance of the purchase
      price attributed to goodwill. In the case of Davie, since the purchase
      price was nominal, the difference between the fair market value of the
      assets and the purchase price is treated as negative goodwill. Goodwill is
      amortized on a straight-line basis over periods not exceeding forty years.
      Negative goodwill is amortized on a straight-line basis over a period of
      three years.

      Cash

      Cash includes short-term deposits with terms less than 90 days. Short-term
      deposits with terms longer than 90 days are stated at cost which
      approximates fair market value.

                                      7
<PAGE>   10
2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

      Construction contracts

      Income on construction contracts is recognized on the
      percentage-of-completion basis. Provisions for anticipated losses on
      uncompleted contracts are made in the period in which losses are first
      determinable.

      Inventories

      Work in process related to construction contracts is stated at accumulated
      costs less amounts charged to income based on the percentage of completion
      of individual contracts. Raw materials are stated at the lower of cost
      (first in, first out) or replacement cost. Finished goods comprise steel
      and steel hardware products held for sale and are stated at the lower of
      cost (first in, first out) or net realizable value.

      Investment in and advances to unincorporated joint ventures

      The Company's investment in and advances to unincorporated joint ventures
      is accounted for by the equity method whereby the investment is initially
      recorded at cost and the carrying value is adjusted thereafter to include
      the Company's pro rata share of earnings less drawings received.

      Property, plant and equipment

      Property, plant and equipment, including assets that were acquired under
      capital leases, are stated at cost. Maintenance and repairs are charged to
      expenses as incurred. When assets are sold or otherwise disposed of, the
      cost and related accumulated depreciation are removed from their
      respective accounts and the resulting gain or loss is reflected in current
      operations. Depreciation is computed on the straight-line method over the
      estimated useful lives of the assets, generally five to seven years for
      machinery and equipment and forty years for buildings.

      Pension costs

      The Company maintains defined benefit pension plans which cover certain of
      its Canadian employees. Pension plan obligations are valued using the
      projected benefit actuarial method and best estimate assumptions. Pension
      plan assets are valued at market-related values. The Company also
      participates in defined contribution plans for its Australian and certain
      of its Canadian employees.

      Post-retirement benefits other than pensions

      The Company accrues for benefits such as health care, life insurance
      coverage and long service leave to which retired employees are entitled.
      The obligation is adjusted on an annual basis to reflect the expected cost
      of providing post-retirement benefits during the years an employee renders
      service.

                                           8
<PAGE>   11
2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

      Translation of foreign currencies and foreign exchange contracts

      All assets and liabilities of the Company's subsidiaries operating outside
      the United States are translated into U.S. dollars using current exchange
      rates and income statement items are translated using weighted average
      exchange rates for the year. The resulting translation adjustment is
      included as a component of stockholders' equity. Other foreign currency
      transaction gains and losses are included in determining net income.

      Income taxes

      The Company accounts for income taxes under the liability method. Deferred
      taxes reflect the tax consequences in future years of differences between
      the tax bases of assets and liabilities and their financial reporting
      amounts.

      Net income per share

      Primary net income per common share is computed by dividing the income
      applicable to common shares by the weighted average number of shares of
      common stock outstanding and common stock equivalents including the
      dilutive effect of options and warrants from the date of grant.

      Net income per common share on a fully diluted basis assumes that all
      convertible instruments were converted to common stock at the earlier of
      the beginning of each year or the date of issuance.

3.    CASH

      The consolidated cash and short term deposits at June 30, 1997 amounted to
      $13,321.

4.    FINANCING ARRANGEMENTS

      On April 29, 1996, the Company entered into an agreement with BT
      Commercial Corporation, an affiliate of Bankers Trust ("BTCC") for a 
      term loan in the amount of $30,000. The term loan was reduced
      to $15,000 during the second and third quarter following
      the sale by the Company of shares of MDC. This loan bears interest at
      LIBOR and is collateralized by all the assets of the consolidated group.
      The weighted average interest rate on the term loan was 9.92% for the nine
      month period ended June 30, 1997. The original maturity date for the loan
      was April 30, 1997; however, on April 30, 1997 the Company and BTCC
      entered into an agreement to extend the maturity date to January 31, 1998.

      A subsidiary of the Company has a revolving credit facility of $28,000
      which, as of June 30, 1997, had no amount outstanding, and operating 
      credit facilities totaling $6,200 bearing interest at variable rates.
      At June 30, 1997, $938 was outstanding under these latter facilities.
      Certain facilities have restrictions on their usage and are limited for
      use on specific projects.

5.    STOCKHOLDERS' EQUITY

      During the three months ended December 31, 1996, the Company issued
      3,971,126 shares of its common stock at its fair vallue of $8,533 upon
      the conversion of the final 858,826 of Cedar Group (TCI) Inc. LLC. 
      preferred shares in accordance with the terms of the preferred share 
      agreement. The fair value of shares issued was determined as the actual
      trading price of the shares during the five days prior to the date
      of each conversion. The deemed dividend embedded in the Cedar Group
      (TCI) Inc. LLC. preferred shares was accrued for as a restatement 
      of September 30, 1996 deficit.  (See Note 9.)

      The Company also issued 50,334 shares of its common stock for cash
proceeds of $104.

                                        9
      
      
<PAGE>   12
      During the three months ended March 31, 1997, the Company issued 260,000
      shares for services valued at $552.

6.    GAIN ON SALE OF SUBSIDIARY SHARES

      Effective March 21, 1997 the Company received net proceeds of $10.6
      million from the sale of 6,000,000 ordinary shares of MDC, which
      amount represents 13% of the equity of MDC.

7.    COMMITMENTS AND CONTINGENCIES  
      
      In December 1996, the Company was notified that a purported class action
      shareholder complaint had been filed against it and certain executive
      officers of the Company. The complaint alleges that the defendants
      mislead the investing public as to the quality and status of a number
      of contracts obtained by the Company as well as failed to disclose
      various inaccurate and misleading accounting practices. Management 
      intends to vigorously defend this claim and  believes the claim is 
      without merit. As the outcome of this claim is indeterminable, no
      provision has been recorded in the consolidated financial statements.

      A number of claims and lawsuits seeking unspecified damages and other
      relief are pending against the Company. It is impossible at this time for
      the Company to predict with any certainty the outcome of such litigation.
      However, management is of the opinion, based upon information presently
      available, that it is unlikely that any liability, to the extent not
      provided for through insurance or otherwise, would be material in relation
      to the Company's consolidated financial position.

      Certain subsidiaries have given various warranties on asset sales and in
      respect of taxation to purchasers of certain of the Company's former
      subsidiaries and equity investments. A warranty claim from one purchaser
      of a former equity investment is being defended and remains unresolved.
      Management is of the opinion that it is unlikely that any liability would
      be material to the Company's consolidated financial position.

      Certain subsidiaries of the Company are contingently liable for letters of
      credit, commitments and performance guarantees arising in the ordinary
      course of business.

      The purchase offer agreement entered into by the Company and Societe
      Generale de Financement du Quebec (SGF) dated April 24, 1996 to acquire
      the shares of Davie requires, amongst other things, that the Company,
      together with strategic investors and SGF, will invest up to
      CDN$60,000 over the five years following the acquisition of Davie.
      This investment can be raised by Davie through public offerings,
      private placement or debt financings. Furthermore this investment is 
      subject to market conditions and capital improvement requirements
      included in the business plan to restructure the business of Davie.
  
      During the period ended December 31, 1996, the Company entered
      an aggregate into a joint venture agreement which was initially 
      committed to fund an aggregate of US $2.5 million into up to 17 projects
      related to energy and power. The Company had the discretion to select the
      projects with the highest rate of return and the highest probability of
      success. After the joint venture completed its preliminary due diligence, 
      it was decided to pursue only four of the original projects and,
      therefore, the required investment would be substantially reduced.
                                                                            


                                      10
<PAGE>   13
      The Company and its subsidiaries are engaged in manufacturing activities
      subject to numerous environmental laws, regulations and guidelines adopted
      by various governmental authorities in the jurisdictions in which the
      Company operates. The Company's policy is to accrue for environmental
      costs in the accounting period in which a loss is known or considered
      probable and the amount can be estimated.

8.    COMPARATIVE FIGURES

      Certain comparatives figures have been reclassified to conform with the
      presentation adopted in 1996.

9.    RESTATEMENT OF SEPTEMBER 30, 1996

      Net loss to common shareholders and deficit for the year ended September
      30, 1996 has been increased by $4,260 ($0.23 per share) from amounts
      previously reported to reflect a deemed dividend on the Company's TCI
      subsidiary convertible preferred shares in accordance with recently
      published views of the staff of the Securities and Exchange Commission.
      Regarding Accounting for preferred stock which is convertible at a 
      discount to the market. The Company has charged net income and deficit
      as at September 30, 1996 for the full $4,260 of the deemed dividend
      embedded in the convertible instruments and recorded offsetting increases
      of $3,023 in the Company's paid in capital and $1,233 to its minority
      interest obligations at that date. The deemed dividend is determined as
      the discount to which the Company's TCI subsidiary preferred shares were
      convertible into the Company's common stock. As at September 30,
      1996, 1,981,383 of the 2,840,209 originally issued TCI preferred shares
      had been converted into 7,994,605 common shares of the Company leaving
      858,826 still unconverted. The Company has reflected the realized
      increase to paid in capital for those shares converted by year end and
      the unrealized portion remains in minority interest representing the
      discount to be borne on the remaining conversion. The balance of the 
      TCI preferred shares are converted in the first quarter of fiscal 1997
      into common stock, retiring the fully accrued fair value of the minority
      interest with no further charges to net income for 1997.      


                                      11
<PAGE>   14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
           OF OPERATIONS

         Except for historical information, the material contained in
Management's Discussion and Analysis of Financial Condition and Results of
Operations is forward-looking. For the purposes of the safe harbor provisions
for forward-looking statements of the Private Securities Litigation Reform Act
of 1995, readers are urged to review the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1996 for a list of certain important
factors that may cause actual results to differ materially from those described
below.

RESULTS OF OPERATIONS

         GENERAL

         The following table provides selected financial information from the
Company's Consolidated Statements of Operations stated as a percentage of
revenues for the three months and nine months ended June 30, 1997 (the "Current
Quarter" and "Current Nine Months," respectively) and the three and nine months
ended June 30, 1996 (the "Comparable Quarter" and "Comparable Nine Months,"
respectively). It will be referred to in the discussions that follow the table.
All companies do not calculate EBITDA in the same fashion and the measure as
presented in this table may not be comparable to similarly titled measures
reported by other companies. Within Dominion Bridge Corporation however, all
subsidiaries calculate EBITDA on a consistent basis.

<TABLE>
<CAPTION>
                                                        FISCAL 1997                                   FISCAL 1996
                                                   Q3             9 MOS.                   Q3                 9 MOS.
                                                 ------          --------                 -----               ------
<S>                                               <C>              <C>                   <C>                <C>
Sales.........................................   100.0%            100.0%               100.0%              100.0%                  
Cost of Sales.................................    89.1%             89.0%                88.3%               86.3%
Gross Profit..................................    10.9%             10.9%                11.7%               13.6%
Selling, General and Administrative Expenses..     8.1%              9.7%                 8.7%                8.9%
Other Income..................................     0.5%              1.2%                 0.3%                0.3%
EBIT..........................................     2.3%              1.5%                 1.2%                3.6%
EBT & Minority Interest.......................     1.8%              0.9%                 1.3%                3.7%
Net Income for Common Stock...................     0.3%             -0.2%                 0.2%                1.8%
EBITDA........................................     3.5%              2.7%                 3.5%                5.5%
</TABLE>

                                                                     12
<PAGE>   15
         The Company may be limited in competing for new business by its limited
working capital and by its bonding capacity.

         MDC has a $28 million revolving credit facility which management
believes is adequate for its current level of business. The principal source of
working capital for the Company's North American operations is its cash. A high
priority of management, is to secure adequate working capital facilities for
each of the Company's operating units to facilitate growth. Although there is no
assurance that such a facility will be extended, the Company is currently well
advanced in its application with a major U.S. Bank for an  operating
line of credit. See "Liquidity and Capital Resources, below."

         The Company's sureties limit the annual amount of new bid and
performance bonds available to the Company. Each year this limit has increased
commensurate with the increase in the growth of the Company's revenues. While
the limitation did not restrict the Company's ability to secure new work in the
Current Quarter, and the Company had substantial unused capacity at the end of
the Current Quarter, there could be circumstances where the limitation might
influence the selection of prospective projects.

         THREE MONTHS ENDED JUNE 30, 1997

         Sales for the Current Quarter increased 3% to $136 million as compared
to $132 million in the Comparable Quarter. The $4 million total increase in
sales growth in the Current Quarter over the Comparable Quarter is attributable
to the increased sales level of McConnell Dowell Corporation and, among others,
from the initiation of its major pipeline contract in Queensland.
The new business booked in the Current Quarter includes, among
other, a $50 million pipeline contract in Western Canada and over $25 million of
related civil works. As of June 30, 1997, the Company's backlog, representing
the uncompleted portions of construction and engineering contracts, was
approximately $500 million. The dollar amount of backlog is not necessarily
indicative of the future earnings of the Company related to the performance of
such work.

         In addition to backlog, the Company has been successful in generating
recurring revenues from existing clients. The estimated current level of
recurring revenue contracts in its North American operations is in excess of $50
million.

         The Company's Current Quarter gross profit margin rose to 10.9% from
10.0% in the preceding quarter, in part reflecting the steps that management has
taken to eliminate redundant operations at DBI and Steen. In the Current
Quarter, Steen improved its gross profit margins over the prior year which is
largely attributed to its renewed pipeline activity.

        Selling, general and administrative costs dropped from $11.5 million in
the Comparable Quarter to $11.1 million in the Current Quarter, which
represents 8.1% of sales. More importantly, there was a significant reduction
in SG&A from the second quarter to the Current Quarter of 1997 where SG&A costs
dropped by more than $3.8 million while sales went up. Significantly, included
in the SG&A were substantial costs expended in the Current Quarter to pay for
the expenses of the consent solicitation initiated by the Kuhns Committee.
See Part II, Item 4. It is estimated that legal

                                      13
<PAGE>   16
and other expenses related to the consent solicitation during the
Current Quarter amounted to approximately $500,000, or $.02 per share for
the Current Quarter.

         Income from the operations of joint ventures represents the Company's
interest, through Steen, in the joint venture that is providing project
construction management service and procurement services to the offshore
drilling platform in the Hibernia oil field off the coast of Newfoundland. The
decrease in the Company's earnings from the joint venture for the Current
Quarter as compared to the Comparable Quarter reflects that the project should
be completed by the end of the Company's second quarter of fiscal 1998. The
termination of the joint venture at the conclusion of the contract is not
expected to result in any expenses to the Company. Although there can be no
assurance of success, management continues to address additional offshore
drilling projects being planned to replace this stream of income.

         Each of the Company's operating subsidiaries and divisions are
operating profitably except for the Western Fabrication Division of DBI. While
the economy in Quebec remains weak, the Company has reduced fixed expenses and
overhead in Quebec to achieve a lower breakeven. The Quebec Division of DBI
achieved a modest operating profit in the last two months of the Current 
Quarter.

         The Company's net interest expense of $705 million in the Current
Quarter is due to the interest cost and amortization of financing fees incurred
in connection with the $15 million credit facility from BTCC, which had been
used to partially finance the acquisition of 77.4% of MDC. This facility is down
from its previous credit level of $30 million.

         The Company did not recognize all of the income tax benefits from the
losses incurred in the Current Quarter. This was due to the incurrence of
taxable income and losses in different international tax jurisdictions. This
precluded obtaining the tax benefits of the Company's losses to offset the tax
burden of its profitable subsidiaries.

         During the first quarter of 1997, all the remaining preferred shares
were converted by the holders into Company common stock according to a specified
formula. As a result no preferred dividends were payable in the Current Quarter.
The minority interests attributable to common stock of $964, and the increase of
$269 in the Current Quarter is attributable to the 35% of MDC not owned by the
Company. The minority interest attributable to common stock in the Comparable
Quarter was attributable to the 25% of Steen owned by minority shareholders
before their interest was purchased effective March 31, 1996.

         NINE MONTHS ENDED JUNE 30, 1997

         Sales for the Current Nine Months increased 65% to $393 million as
compared to $237 million in the Comparable Nine Months. The $156 million total
increase in sales growth in the Current Nine Months over the Comparable Nine
Months is principally attributable to the acquisitions of MDC and Davie.

         During the Current Nine Months, the Company's sales from continuing
operations remained relatively constant with the exception of the growth in
Steen due to the addition in January 1997 of the Pipeline Division.

                                  14

<PAGE>   17
         The Company's Current Nine Months gross profit margin decline from
12.2% to 10.3% reflects a change in its mix of business particularly due to a
significant expansion in lower margin construction and engineering. Management
has taken steps, including a reduction in redundant operations at DBI and
Steen, that have lead to improvement in its gross profit margins beginning in
the second quarter of fiscal 1997. In the Current Nine Months, Steen improved
its gross profit margins over the prior year but due to the nature of its
engineering business, Steen's gross profit margin is typically lower than the
corporate average. The inclusion of MDC and Davie for the Current Nine Months
was positive as both had gross profit margins higher than the corporate average
in the Current Nine Months.

         Selling, General & Administrative costs increased from $20 million in
the Comparable Nine Months to $38.4 million in the Current Nine Months, which
represents 9.7% of sales for the current nine months as compared with 9.0% in
the Comparable Nine Months. Significantly included in Selling, General &
Administrative costs were substantial expenses incurred in the Current Nine
Months by DBI in relation to the consent solicitation.

         Income from the operations of joint ventures primarily represents the
Company's interest, through Steen, in the joint venture that is providing
project construction management service and procurement services to the offshore
drilling platform in the Hibernia oil field off the coast of Newfoundland. The
decrease in the Company's earnings from the joint venture for the Current Nine
Months as compared to the Comparable Nine Months reflects that the project
should be completed by the end of calendar 1997, the Company's first quarter of
fiscal 1998. The termination of the joint venture at the conclusion of the
contract is not expected to result in any expenses to the Company. Although
there can be no assurance of success, management continues to address additional
offshore drilling projects being planned to replace this stream of income.

         The Company's net interest expense of $3,624 million in the Current
Nine Months is due to the interest cost and amortization of financing fees
incurred in connection with the $30 million credit facility from BTCC, which
was used to partially finance the acquisition of MDC. This facility existed for
only three months  during the Comparable Nine Months.

         The Company did not recognize all of the income tax benefits from the
losses incurred in the Current Nine Months. This was due to the incurrence of
taxable income and losses in different international tax jurisdictions. This
precluded obtaining the tax benefits of the Company's losses to offset the tax
burden of its profitable subsidiaries.

         The minority interests attributable to common stock of $1,337 million,
and the increase of $631 in the Current Nine Months is attributable to the 35%
of MDC not owned by the Company, as opposed to the 77.8% owned in the Comparable
Nine Months.

RECENT DEVELOPMENTS

         On May 23, 1997 the so-called "Committee to Revitalize Dominion Bridge
Corporation" commenced a consent solicitation to amend the Company's by-laws
and to replace senior management. See Part II, Item 4. Since the commencement
of the consent solicitation the Company has suffered substantial disruptions in
its business, including strained relations with customers, suppliers, employees
and creditors who have been contacted by members of the Committee or may be
affected by uncertainty caused by the consent solicitation. Management believes
that such disruptions adversely affected the results of operation during the 
Current Quarter and will affect the fourth quarter of Fiscal 1997 since the
consent solicitation has continued and will continue to August 19, 1997.
to August 19, 1997.

        On July 22, 1997, the Board of Directors of the Company accepted the
recommendation of its investment bankers and will pursue a sale of the
Company, or, in the alternative, a strategic investment in the Company. The
investment bankers are in discussions with a number of parties with respect to
a possible transaction with the Company. Although no letters of intent have
been entered into, there is a substantial liklehood that a transaction will
occur which could have a significant impact on the Company's future results of
operations and liquidity and capital resources.
   
LIQUIDITY AND CAPITAL RESOURCES

         The Company's principal sources of liquidity since the Company's
reorganization have been proceeds from seller financing provided in connection
with the Company's acquisitions and the private placement of equity securities,
bank financing and cash from operations. In addition, in connection with the
Company's acquisition of Davie, the Company received $18.5 million in cash from
Societe Generale de Financement ("SGF"), the industrial finance arm of the
Government

                                   15
<PAGE>   18
of Quebec.

         During the fiscal year ended September 30, 1996 ("Fiscal 1996"), the
Company issued $24.2 million of preferred shares of its subsidiary, TCI, by way
of an offshore private placement, and obtained a $30 million credit facility
from BTCC. The proceeds, net of issuance costs of approximately $4.0 million,
were used to fund the $40.2 million acquisition of MDC, approximately $4.7
million to partially retire the outstanding minority interest preferred shares
in DBI, and $5.0 million to repay the BTCC Steen acquisition bridge loan. The
balance of approximately $0.3 million was added to working capital. The TCI
preferred shares paid cash dividends at the rate of 6% per annum. The TCI
Preferred Shares became convertible into the Company's common stock, beginning
May 31, 1996, at a conversion price equal to 12% less than the market price of
the common stock during the five trading days prior to conversion if converted
prior to June 30, 1996, or 15% less than the market price of the common stock
during the five trading days prior to conversion, if converted thereafter. There
was no minimum conversion price. All TCI preferred shares outstanding on the
maturity date of October 31, 1998 were to automatically convert into shares of
common stock of the Company at a price equal to the weighted average price of
the Company's shares traded on NASDAQ during the 20 previous trading days. As of
the end of Fiscal 1996, $7.3 million of the preferred shares remained
outstanding and $16.9 million had converted into 7,994,606 shares of the
Company's common stock. During the first three months of Fiscal 1997, the
remaining outstanding balance of the TCI preferred shares were converted into
3,971,126 shares of the Company's common stock.

        The Company has a $30 million Credit Facility (the "Facility"), later
reduced to $15 million, from BTCC, of which $15 million was outstanding as of
June 30, 1997. The Facility provided funding for the Company's acquisition of
MDC. Amounts outstanding under the Facility bear interest at (i) the greater of
1.5% per annum above the prime rate announced from time to time by Banker's
Trust Company or 0.5% above the federal funds rate established from time to
time by the Federal Reserve Bank of New York; or (ii) at a rate equal to 2.5%
above the London Interbank Offered Rate for a period of up to six months, at
the election of the Borrower. The original maturity date for the loan was April
30, 1997; however, on April 29, 1997 the Company and BTCC entered into an
agreement to extend the maturity date to January 31, 1998. The Facility is
secured by the pledge of the shares in the operating subsidiary companies and a
lien on certain of the North American capital and operating assets. The
Facility agreements provide for an acceleration of the maturity date in the
event of an "Event of Default" (as such term is defined in the Facility
agreements). An Event of Default includes failure to pay when due any
installment of interest on or principal of the Facility and any failure to
observe the covenants provided in the Facility agreements, including certain
financial covenants.

         During the second quarter of fiscal 1997, the Company sold 6 million
ordinary shares of MDC for net proceeds of $10.6 million, of which $10 million
was paid to BTCC to reduce the principal balance of the Facility.

         MDC has a revolving credit facility of $28 million which management
believes is adequate for its current level of operations. The Company's other
subsidiaries in North America rely upon cash on hand, trade payables and
customer advances for working capital. Due to restrictions under the BTCC
Facility, these subsidiaries are precluded from drawing on their

                                   16
<PAGE>   19
normal operating lines of credit. A key priority for the Company in
refinancing the BTCC Facility is obtaining an adequate working capital facility
for the Company's operating facilities. As of the date of this Report, the
Company has not secured a working capital credit facility for its North
American operations. As a result of such inability, the Company has
insufficient working capital for its ordinary business operations. However, the
Company is currently in discussions with a major institutional lender prepared
to provide a working capital facility of $25 million, of which $15 million will
be used to retire the BTCC Facility. Subsequent to securing this facility, the
Company will apply for an additional $15 to $20 million facility for working
capital purposes. Although the Company and the proposed lender have had lengthy
and numerous discussions regarding the facility, a number of condiditons must
be satisfied prior to the execution of any documentation, including the
Committee must not have received enough votes in its solicitation efforts to
control the Company and satisfactory completion of due diligence of the
Company. Although there can be no assurances that the credit facility with the
proposed lender will be secured, the Company's investment bankers have stated
that they believe working capital financing can be secured from other third
party institutional lenders.

         During the Current Nine Months, the Company's operations generated cash
in the amount of $9.7 million, while operations used cash of $15.9 million in
the Comparable Nine Months. The net generation of cash from operations was
attributable to the net operating loss but was offset by the net turning of
working capital accounts into cash. In its normal course of business, the
Company may be investing in inventories and have amounts due from its customers
that it cannot finance through customer advances and accounts payable. DBI,
Steen and MDC were each committed to various infrastructure and pipeline
projects which were net users of cash but are scheduled to produce net positive
cash flows from changes in working capital accounts over the remainder of fiscal
1997.

         In addition to the reversal of the working capital accounts, the
Company has instituted several significant business initiatives to improve the
operating cash flow. The Company had initiated plant and administrative staff
reductions in its DBI operations to achieve operating cost savings and benefit
from rationalization of operations with those of Steen and these savings are
currently being felt principally through increased margins and significant
reductions in SGA. The Company has initiated its business plan at Davie to focus
on running the operation profitability and excluding negative goodwill. Davie
earned a modest profit for the last two months of the Current Quarter.

         The Company is subject to a risk of claims for construction and product
liability. If a liability claim exceeding the Company's insurance coverage or
its own available resources was to be successfully asserted against the Company,
it could have a material adverse effect on the Company's financial condition.
The Company has general liability insurance of approximately $5 million per
occurrence, with a maximum of $5 million of claims payable during any policy
year. There is no assurance that such coverage will be sufficient to fully
insure against claims brought against the Company and its subsidiaries, or that
the Company will be able to maintain such insurance at affordable rates or
obtain additional insurance covering the products.

                                    17
<PAGE>   20
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

         Not applicable.

                                  18
<PAGE>   21
                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

         From time to time, disagreements with individual employees and
disagreements as to the interpretation, effect or nature of individual
agreements arise in the ordinary course of business and may result in legal
proceedings being commenced against the Company.

         Other than as set forth below, the Company is not currently involved in
any litigation or proceeding which is material, either individually or in the
aggregate, and, to the Company's knowledge, no other legal proceeding of a
material nature involving the Company is currently contemplated by any
individuals, entities or governmental authorities. Additionally, other then as
reported in Part I, Item 3 - "Legal Proceedings" of the Company's Annual report
on Form 10-K for the year ended September 30, 1996 and in Part II, Item 1 of the
Company's Quarterly Reports on Form 10-Q for the periods ended December 31, 1996
and March 31, 1997, there have been no material developments to any of the
matters that require reporting under this Item.

         On May 23, 1997, the so called "Committee to Revitalize Dominion Bridge
Corporation" (the "Kuhns Group" or the "Committee") commenced a lawsuit against
the Company in Federal District Court in Wilmington, Delaware seeking a
declaration that it should be permitted to solicit written consents from the
Company's stockholders without violating federal securities laws and that the
Company's Second Amended and Restated By-laws, particularly those provisions
relating to the stockholder's right to take action by written consent and
requiring advance notice of stockholders in order to submit a nominee to serve
on the Company's Board of Directors, are invalid. The Committee alleges that the
description of these provisions appearing in certain public filings, including
the Company's 1997 Proxy Statement, render the election of directors at the
Company's 1997 Annual Meeting void. With the exception of its claim that
stockholders have the right to act by written consent, the Company believes that
all claims asserted by the Kuhns Group are entirely without merit and is
vigorously defending this matter. In that regard, on June 4, 1997 the Company
filed its answer affirmatively denying the factual allegations and legal
theories of the Committee along with a nine (9) count counterclaim. The
counterclaim seeks declaratory and injunctive relief against the Committee for
its illegal and improper consent solicitation in contravention of Delaware law
and its violation of federal securities laws by disseminating materially false
and misleading information to stockholders. The Company is also seeking damages
for the Committee's unjustified and tortuous interference with the Company's
contractual and prospective relations and its conspiracy to harm the Company's
business and prospects. At this time, discovery is proceeding on both the
Committee's claim and the Company's counterclaim.

         On June 2, 1997, the Company filed a complaint against Kuhns Group
member John M. Dutton in the United States District Court for the District of
Delaware seeking a preliminary and permanent injunction against Mr. Dutton, and
all other persons acting in concert with him, to prevent Mr. Dutton from
continuing to disseminate material non-public information about the Company in
furtherance of his conspiracy to illegally obtain control of the Company. During
his eight month tenure with the Company, Mr. Dutton maintained a position of
trust and was privy to proprietary and confidential non-public information about
the Company, its financial prospects, prospective projects and strategic
business plans. Upon his resignation from the Company on May 12, 1997, Mr.
Dutton took his laptop computer, which contained numerous

                                   19
<PAGE>   22
confidential files, and illegally retained other confidential documents
including financial statements and stockholder lists. The Company believes that
he has been disseminating this confidential non-public information in his
efforts to illegally gain control of the Company and jeopardize the Company's
current and potential contractual relationships. The Company is seeking
injunctive and monetary relief based on Mr. Dutton's breaches of his fiduciary
and common law duties to the Company and his misappropriation and misuse of
confidential information. Although discovery has not been completed, Mr. Dutton
has filed a motion for summary judgment with respect to all of the Company's
claims. This motion has been opposed by the Company and is currently pending
before the Court.

         On June 3, 1997, John D. Kuhns ("Kuhns") filed a suit in equity against
the Company in the Court of Chancery of the State of Delaware to compel the
Company to provide Kuhns with a list of the Company's stockholders as of May 23,
1997. Since Kuhns was not a stockholder of record on May 23, under Delaware law,
he had no right to the Company's stockholder list. The Company further objected
to Kuhns' request on equitable grounds inasmuch as Kuhns or those persons acting
in concert with him have illegally obtained and retained various corporate
records of the Company, including portions of its stockholder list, and that he
is seeking the list for the improper purpose of furthering his illegal
solicitation of stockholder consents. Kuhns subsequently filed a request for the
stockholder list as of June 10, 1997, a date on which he was a record holder. On
the basis of is subsequent demand, on June 18, 1997, the Company entered into a
stipulation of settlement with Kuhns pursuant to which the Company agreed to
produce the stockholder list and related materials.

ITEM 2.           CHANGES IN SECURITIES

         None

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On May 23, 1997, the Committee commenced a consent solicitation of the
Company's stockholders to amend the Company's By-laws to provide for the direct
election of the Company's officers by the stockholders and seeking to remove
Messrs. Marengere, Matossian and Despres as executive officers of the Company
and replacing them with Messrs. Kuhns, Mariash and Dutton. An initial consent
was filed with the Company on June 23, 1997, thereby establishing the record
date for the solicitation. Under applicable Delaware law, the Committee has
until on or about August 19, 1997 to submit to the Company consents sufficient
to effectuate its proposals. To date, sufficient consents have not been
delivered to the Company and the Company has no definitive knowledge regarding
the exact number of valid consents which have been obtained. The Company has
aggressively solicited revocations of consent in opposition to the Committee's
solicitation and believes that the Committee's solicitation is illegal under
applicable Delaware law. See, "Item 1 - Legal Proceeding." The Company's
solicitation has consisted of, among other things, the following documents all
of which have been filed with the Securities and Exchange Commission and
distributed to the Company's stockholders:


                                  20

<PAGE>   23
         1.       Letter to stockholders dated June 4, 1997;

         2.       Definitive Proxy Statement dated June 19, 1997;

         3.       Letter to stockholders dated June 25, 1997;

         4.       Letter to stockholders dated July 8, 1997; and

         5.       Letter to stockholders dated July 14, 1997.

         The Record Date of the consent solicitation materials has been
established as June 23, 1997 with an expiration date of August 19, 1997.
Accordingly, the results of such consent solicitation materials are currently
unavailable.

ITEM 5.           OTHER INFORMATION

         None.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits

<TABLE>
<CAPTION>
                    Exhibit No.      Description
                    -----------      -----------
<S>                                  <C>
                    27               Financial Data Schedule.
</TABLE>


                  (b)      Reports on Form 8-K

                           A report on Form 8-K dated June 2, 1997 was filed
                           with the Securities and Exchange Commission on June
                           2, 1997 relating to a Certificate of Correction to
                           the Company's Certificate of Incorporation.

                           Amendment No. 1 to the report on Form 8-K dated June
                           2, 1997 was filed with the Securities and Exchange
                           Commission on June 13, 1997 relating to three
                           Certificates of Correction to the Company's Restated
                           Certificate of Incorporation filed July 25, 1989,
                           Certificate of Amendment filed January 31, 1992 and
                           Restated Certificate of Incorporation filed on
                           September 5, 1996.

                                   21
<PAGE>   24
                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Form 10-Q to be signed on its behalf by the
undersigned, thereunto duly authorized.

<TABLE>
<S>                                                                            <C>
DOMINION BRIDGE CORPORATION


By: /s/ Michel L. Marengere                                                    Dated:  August 14, 1997
   --------------------------------------------------
     Michel L. Marengere
     Chairman of the Board
     Chief Executive Officer
     (Principal Executive Officer)



By:  /s/  Robert Chartier                                                       Dated:  August 14, 1997
   --------------------------------------------------
     Robert Chartier
     Vice President and Interim Chief
     Financial Officer
     (Principal Financial
     and Accounting Officer)
</TABLE>

                                                          22
<PAGE>   25
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.             Description
-----------             -----------
<S>                     <C>
27                      Financial Data Schedule.
</TABLE>