UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
November 15, 2007
November 15, 2007
URS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) | 1-7567 (Commission File No.) | 94-1381538 (I.R.S. Employer Identification No.) |
600 Montgomery Street, 26th Floor
San Francisco, California 94111-2728
(Address of principal executive offices and zip code)
San Francisco, California 94111-2728
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:
(415) 774-2700
(415) 774-2700
Not Applicable
(Former name or former address, if changed since last report.)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| þ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01 Completion of Acquisition or Disposition of Assets
On November 15, 2007, URS Corporation (“URS”) completed the acquisition of Washington Group International, Inc. (“WGI”) following approvals by URS and WGI stockholders at each company’s special meeting of stockholders. A copy of the press release dated November 15, 2007 is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| 99.1 | Press Release, dated November 15, 2007, announcing the consummation of the merger with Washington Group International, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| URS CORPORATION | ||||
| By: | /s/ Reed N. Brimhall | |||
| Reed N. Brimhall | ||||
| Vice President, Controller and Chief Accounting Officer | ||||
Dated: November 15, 2007
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release, dated November 15, 2007, announcing the consummation of the merger with Washington Group International, Inc. |