United Dominion Industries Limited

United Dominion Industries Limited

Registered Office:
2829 Sherwood Heights Drive
Oakville, Ontario L6J 7R7
Canada
Corporate Headquarters:
2300 One First Union Center
301 South College Street
Charlotte, North Carolina 28202-6039
U.S.A.
(704) 347-6800
Fax: (704) 347-6900

Public Company
Incorporated: 1882 as Dominion Bridge Limited
Employees: 10,700
Sales: $1.7 billion
Stock Exchanges: Toronto New York Montreal
SICs: 3448 Prefabricated Metal Buildings; 3728 Aircraft Equipment, Nec

United Dominion Industries Limited provides manufacturing, engineering, and construction services throughout the world. With 53 primary locations in seven countries, the bulk of United Dominion’s business is concentrated in three engineering-related markets: industrial equipment, energy, and construction. The company’s businesses are organized into three segments: Industrial Products; Engineering Services; and Construction Products and Services. Industrial products manufactured by United Dominion include compaction equipment, machinery for food processing and fluid handling, and aerospace components. The company’s BOMAG subsidiary is the world leader in the production and design of landfill compaction equipment. The Engineering Services segment of United Dominion’s operations serves the energy market with products related to petroleum and petrochemicals. The company’s Litwin group of subsidiaries is prominent in this area, particularly in the design and construction of oil refineries and petrochemical plants. The company’s Construction Products and Services segment includes the Varco-Pruden business unit. Varco-Pruden specializes in the design and manufacture of pre-engineered metal buildings systems. Other United Dominion units include Cherry-Burrell Process Equipment, which controls about half the North American scraped-surface heat exchanger market; Menck, a leading manufacturer of pile-driving hammers for oil drilling; and Ceco Doors, a group of three businesses that produce a broad range of doors for residential, commercial, and industrial use. About three-fourths of United Dominion’s sales are generated in the United States and 11 percent in Canada, and the rest come primarily from Europe. The company is controlled by Canadian Pacific Limited, which owns 45.4 percent of United Dominion’s common stock.

United Dominion was originally incorporated in 1882 as Dominion Bridge Company, Limited. The company was reincorporated in 1912 under the Companies Act of Canada. As the name suggests, Dominion Bridge was primarily engaged in the building of bridges, specifically the bridges that were required for the completion of the 2,600-mile Canadian transcontinental railroad. From those beginnings, the company diversified in the early part of the 20th century into more of a general engineering firm, capable of handling most types of structural steel work. By the beginning of the 1930s, Dominion Bridge had either formed or acquired several companies. Among these were the National Bridge Company of Canada, Ltd., founded in 1910; Riverside Iron Works, Ltd., of which Dominion Bridge acquired controlling interest in 1928; and Dominion Hoist & Shovel Co., a joint venture with American Hoist & Derrick Co. launched in 1931.

By 1934 all of Dominion Bridge’s plants taken together had an annual capacity of 200,000 tons of bridge and structural work. In addition to steel and iron bridges, the company was producing boilers and electric and hand powered traveling cranes, among other things. The company’s headquarters and main works were located at Lachine, Province of Quebec, where it had connections with important railways, including the Canadian Pacific. Branches were also operating in Ottawa, Winnipeg, and Toronto, as were fabricating plants in Vancouver, Amherst (Nova Scotia), and Calgary by this time. The company remained primarily a structural steel maker and construction outfit, with nearly all of its properties located in Canada, through the first half of the 20th century. In fact, Dominion Bridge quickly became Canada’s largest steel distributor, as well as its leading structural steel company. In 1961 Dominion Bridge acquired the Runnymede Construction Co. and all of its assets. That year, the company also absorbed its former subsidiaries Manitoba Bridge and Engineering Works Ltd., which had been acquired in 1930, and Manitoba Rolling Mill Ltd. Another of the company’s subsidiaries, the majority-owned Dominion Engineering Works Ltd., was sold to Canadian General Electric Co. the following year. In 1964 Dominion Bridge merged its Robb Engineering Works subsidiary into the company. Another acquisition made during the 1960s was the Crane division of Provincial Engineering Ltd, purchased in 1967.

As the 1960s drew to a close, a long-term decision was made at Dominion Bridge’s executive offices to move the company, by this time based in Montreal and controlled by Algoma Steel (with 43 percent ownership), into the United States. Management determined that the company must diversify beyond the structural steel market, and at the same time escape the uncertainties associated with both the capital goods market and labor situation in Canada. Over the next several years, many of the company’s Canadian holdings were sold off to raise money for the purchase of U.S. firms. This move across the border was spearheaded by Kenneth Barclay, then vice-president of finance. Barclay would become chief executive a few years later. A ten-year plan was put into effect, the goal of which was to reach $1 billion in sales by the end of the 1970s. Dominion Bridge’s first significant incursion into the United States was the 1971 acquisition of Varco-Pruden, Inc., of Pine Bluff, Arkansas, by Dominion Bridge’s U.S. subsidiary, Dombrico, Inc. Varco-Pruden, which made pre-engineered metal buildings, was purchased from Fuqua Industries, Inc., and had annual sales of about $25 million.

Barclay set up shop in Hanover, New Hampshire, which served as a base of operations for Dominion Bridge’s U.S. expansion program. Meanwhile, the acquisitions continued in rapid succession. In 1973 the Dombrico subsidiary purchased Priggen Steel Building Co. of Holbrook, Massachusetts. Two companies were also purchased from Microdot Inc. that year: Wiley Manufacturing Co., a maker of vehicular tunnel tubes, and Clyde Iron Works, which manufactured Whirley cranes. When he became chief executive the following year, Barclay moved to gradually relocate the company’s headquarters to Hanover rather than return to the Montreal homestead. Another shopping spree took place in 1975. That year’s acquisitions included Morgan Engineering Co., an industrial crane manufacturer based in Alliance, Ohio, from United Industrial Syndicate; Cherry-Burrell, a maker of processing and packaging equipment, purchased from Paxall, Inc.; the Indianapolis-based Insley Manufacturing Co.; and Chicago’s DESA Industries, a maker of construction equipment, such as chain saws, power tools, and excavating machines. The purchases were once again made by the company’s U.S. subsidiary, which by this time was named AMCA International Corporation. Between 1970 and 1978, Dominion Bridge purchased and absorbed a total of twelve businesses. During roughly the same period, ten major plants and properties that were no longer in the company’s long-term plan were sold off, as was its $12 million interest in Canadian General Electric, to raise money for Barclay’s acquisition program.

As a result of the acquisition program, Dominion Bridge’s sales grew from $168 million in 1970 to $521 million by 1977. That year, Barclay added chairman of the board to his list of titles. Barclay’s mentor during this period of diversification and expansion was Royal Little, who had orchestrated a similar process at Textron Inc. over a decade earlier. Little, along with his partner Lon Casler, would seek out and prime companies that Dominion Bridge considered potential acquisition targets. Another company whose agenda for growth had been guided by Little was Amtel, Inc., founded by Little after he left Textron. In 1978, Dominion Bridge acquired Amtel, a diversified steel products and energy services company, for $80 million. The purchase of Amtel, which had sales of over $250 million, was the company’s most important of the decade. One-third of Dominion Bridge’s $886 million in sales for 1978 was contributed by Amtel.

The company did not stop in its quest for growth after the acquisition of Amtel. In 1979, Dominion Bridge formed a subsidiary to explore business possibilities in the Far East. As the decade drew to a close, the company geared up for another major acquisition. $200 million in cash was raised through the sale of a fabricating facility in Quebec and various debt issues and offerings. Late in 1979, Dominion Bridge was narrowly beaten by Bendix in a bidding war for control of Warner and Swasey Co., a Cleveland-based manufacturing company. By this time, Dominion Bridge was about 52 percent-owned by Canadian Pacific, mostly through that company’s controlling interest in Algoma Steel.

In 1980 Dominion Bridge embarked on another ten-year plan. The sales target of the new plan was $5 billion by 1989. The first move toward the new goal was the 1980 acquisition of Koehr-ing Company for $140 million. The purchase of Koehring, a Wisconsin-based manufacturer of construction equipment, increased Dominion Bridge’s sales by about 50 percent. In the long run, however, the acquisition program of the 1980s was not the unqualified success that the 1970s version was. In 1981, Dominion Bridge changed its name to AMCA International Ltd., matching the name of its U.S. subsidiary, AMCA International Corporation, which had for several years already been the true meat of the company. AMCA’s first acquisition to go bad was the 1982 purchase of Giddings & Lewis Inc., a Wisconsin machine tool company with sales of nearly $400 million. AMCA paid $310 million for Giddings, which at the time was the fifth-largest company in its industry. Although Giddings & Lewis had always been a strong performer compared to other machine tool operations, it could not escape the beating that the entire American tooling industry took in the 1980s, mainly at the hands of competitors from Germany and Asia. By 1987 AMCA was ready to write off much of its investment in Giddings, and the company was spun off to the public two years after that.

AMCA purchased Chemetron Process Equipment, Inc., a subsidiary of Allegheny International, Inc., in 1983. Chemetron, a manufacturer of food and chemical processing equipment was integrated into AMCA’s Cherry-Burrell division. The followingyear, the company’s Dominion Bridge operating unit shared a contract with a British firm for the construction of a special coal harbor in Indonesia, at the island of Sumatra’s southernmost point. By 1985 AMCA had sales of $1.6 billion. But the company was losing money. Between 1983 and 1987 AMCA lost $285 million, including the write-off for Giddings & Lewis. William Holland took over as president and chief executive in 1985, with Barclay continuing as chairman. Beginning in 1986, Holland embarked on a mission to pare the company back down to its core engineering-related businesses, eliminating some of the dead weight that was holding down the company’s earnings. In 1986 AMCA announced that this restructuring would result in the sale of units that accounted for about $500 million in sales, or about one-third of the company’s total. Unable to find a buyer for the company’s construction products business, Holland ended up closing that segment down. This resulted in a write-off that erased 20 percent of AMCA’s revenue for that year. During 1986 Canadian Pacific bought out Algoma’s 34.5 percent holding in AMCA, bringing its own interest in the company to just over 50 percent.

In 1987 Holland replaced Barclay as chairman. He retained his position as chief executive, and Barclay remained on as a director. For that year, AMCA reported a net loss of $188 million on sales of $974 million. The company finally returned to profitability in 1988. During that year, AMCA earned $25 million on sales of nearly $1.3 billion. The company also raised $261 million in 1988 through two offerings of common stock rights. Another important development was the reconsolidation of BOMAG, the company’s West German subsidiary and world leader in landfill compaction equipment. AMCA had been trying to unload BOMAG to no avail since 1986. The failure to find a buyer for BOMAG proved fortunate, for in 1989 BOMAG’s business improved significantly, bringing in $240 million in sales and a record $25 million in pre-tax profit.

Eager to shake things up after a decade of disappointments, AMCA moved its headquarters from Hanover to Charlotte, North Carolina in 1989. During that year, the company succeeded in selling to the public all of its shares in Giddings & Lewis, which had accounted for $168 million of the company’s sales the year before. In 1990 the company’s name was changed to United Dominion Industries. A new five-year plan was developed, whose goals included doubling the company’s 1989 net income, producing at least 15 percent after-tax return on common equity, and keeping net debt at or below 30 percent of total capital. The strategy by which this was to be accomplished was to concentrate on fewer and larger businesses that were leaders in their markets, or which served a very specific market niche. For 1990 United Dominion earned $26 million on sales of $1.4 billion. That year, the company returned to acquisition mode. Among its purchases was AEP-Span, a maker and distributor of architectural metal roofing and a composite wall product for non-residential construction uses.

In 1991 United Dominion combined the operations of two of its units, Varco-Pruden and Stran (purchased in 1983), both producers of pre-engineered building systems. The Blaine Construction Company was also acquired that year. Although sales dropped off a bit to $1.35 billion for 1991, net income actually increased to $37 million. More acquisitions following at the beginning of 1992, most importantly the Robertson-Ceco Corporation, which included Ceco Door and Robertson Building Products. Bredel Exploitatie B.V., a pump manufacturer in the Netherlands, was also acquired at that time. For 1992 sales jumped to $1.7 billion, largely as a result of these acquisitions. Also contributing to the increase was Litwin Engineers & Constructors, whose sales grew by $200 million from the previous year. BOMAG also had a strong year, quadrupling its 1991 earnings figure.

In May 1992, United Dominion made an offering of 6.5 million shares of common stock. Canadian Pacific’s decision not to purchase any of these shares reduced its ownership of United Dominion to 45.4 percent. Later in the year, a public offering was made of debentures exchangeable for United Dominion common stock in 1995. The exchange of all of these debentures would dilute Canadian Pacific’s ownership of United Dominion to 17.5 percent, a figure that would no longer indicate “control” of the company. In 1993 the company announced a realignment of its corporate management structure. The new organization aimed to decentralize decision making and increase the autonomy of each business unit within the corporation. Several senior officers were named as presidents of the company’s operating units, reporting directly to Holland. Among these appointments were the following: Frank Stevenson became president of compaction equipment operations; I. B. Prude was named to head United Dominion Construction Products and Services; and John MacKay was tapped as president of United Dominion Industrial Products.

As the 1990s continued, United Dominion seemed to have regained the footing that it lost during the previous decade. By narrowing the focus of its program for growth to include the acquisition of only companies that were among the top handful in their specific markets, the chances of another Giddings & Lewis fiasco have been sharply reduced. United Dominion has managed to pull itself together during a period in which the construction industry has not been particularly strong. It would seem that a healthier situation in that industry would create an environment in which United Dominion is virtually guaranteed to thrive.

Principal Subsidiaries

Varco-Pruden; Ceco Doors; Robertson Building Products; United Dominion Construction; Dominion Bridge; Cherry-Burrell Process Equipment; Waukesha Fluid Handling; BOMAG (Germany); Fenn Manufacturing; Litwin Engineers & Constructors; Litwin S.A. (France); MENCK (Germany).

Further Reading

Cook, James, “Crossing the Border,” Forbes, November 15, 1977, pp. 85–88.

“Dominion Bridge Co.’s Amca Unit Increases Stake in Amtel to 96%,” Wall Street Journal, January 6, 1978, p. 18.

“Dominion Bridge Plans Growth,” New York Times, August 12, 1980, p. Dl.

“Dominion Bridge: Poised For a Big Buy,” Business Week, September 24, 1979, pp. 73–77.

Freeman, Alan, “AMCA Posts Loss of $178.5 Million for Fourth Quarter,” Wall Street Journal, February 8, 1988, p. 41.

Litvak, I. A. and Maule, C. J., The Canadian Multinationals, Toronto: Butterworth & Co. Ltd., 1981, pp. 22, 34.

“Picking Up the Pieces at United Dominion,” Business North Carolina, January 1991, pp. 57–59.

United Dominion 1992 Annual Report, Form 10-K, and Corporate Profile, Charlotte, North Carolina: United Dominion Industries Limited, 1993.

“Warner-Swasey Takeover Fight’s Stakes Increased,” Wall Street Journal, December 17, 1979, p. 4.

Wessel, David, “AMCA Will Shed Units Representing a Third of Sales,” Wall Street Journal, July 22, 1986, p. 38.

Williams, Winston, “A Giddings Takeover Likely,” New York Times, July 12, 1982, p. Dl.

—Robert R. Jacobson