Mail Stop 7010
November 15, 2005
Via U.S. mail and facsimile
Mr. Kent P. Ainsworth
Chief Financial Officer
URS Corporation
600 Montgomery Street, 26th Floor
San Francisco, CA 94111
Re: URS Corporation
Registration Statement on Form S-3
Filed October 27, 2005
File No. 333-129266
Form 10-Q for the quarter ended April 1, 2005
Filed May 10, 2005
File No. 001-07567
Form 10-Q for the quarter ended July 1, 2005
Filed August 10, 2005
File No. 001-07567
Form 10-Q for the quarter ended September 30, 2005
Filed November 8, 2005
File No. 001-07567
Dear Mr. Ainsworth:
We have limited our review of your filings to those issues
we
have addressed in our comments. Where indicated, we think you
should
revise your filings in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Registration Statement on Form S-3
Risk Factors, page 1
1. We note the disclosure in the third sentence of the first
paragraph of this section indicating that there may be additional
risk factors. You must disclose all of the risks you believe are
material at this time and may not qualify this disclosure by
referring to unknown risks. Please revise accordingly. Please
also
comply with this comment in the third sentence of the paragraph
located just below the bullet points on page 2.
Selling Stockholders, page 3
2. If a selling stockholder is not a natural person, please
disclose
the natural person or persons with dispositive voting or
investment
control. Please refer to Item 4S of the Regulation S-K section of
the March 1999 Supplement to the Manual of Publicly Available
Telephone Interpretations, which is available on our website at
www.sec.gov.
3. If a selling stockholder is not a natural person, please advise
us
as to whether it is a broker-dealer or an affiliate of a broker-
dealer. In addition:
* if a selling stockholder is a broker-dealer, please disclose
that
it is an underwriter; or
* if a selling stockholder is an affiliate of a broker-dealer,
please
disclose that it purchased the registered shares in the ordinary
course of business and had no agreements or understandings,
directly
or indirectly, with any person to distribute the shares at the
time
of purchase. If you cannot make these disclosures, please
disclose
that the selling stockholder is an underwriter.
4. Please disclose any position, office or other material
relationship that the selling stockholders have had with your
company
within the past three years. See Item 507 of Regulation S-K.
5. Please disclose how each selling stockholder received the
shares
it is offering in the registration statement.
Plan of Distribution, page 4
6. Please disclose whether your company or any selling stockholder
intends to use any means of distributing or delivering the
prospectus
other than by hand or the mails, such as electronic delivery.
Please
also disclose whether your company or any selling stockholder
intends
to use any forms of prospectus other than the printed
prospectuses,
such as CD-ROMs, videos, etc. and provide us copies of all such
prospectuses. See SEC Releases No. 33-7233 and No. 33-7289.
7. Please advise us as whether your company or any selling
stockholder has any arrangements with a third party to host or
access
the preliminary prospectus on the Internet. If so, please tell us
who the party is and the address of the website. In addition,
please
describe the material terms of the agreement and provide us with a
copy of any written agreement. Finally, please provide us with
copies of all information concerning your company or this offering
that appears on the third-party website.
8. We note the disclosure in the first sentence of the second
paragraph and in the fourth paragraph. Assuming your registration
statement goes effective before December 1, 2005, if a selling
stockholder enters into an agreement, after the effectiveness of
the
registration statement, but prior to December 1, 2005, to sell its
shares to a broker-dealer as principal and the broker-dealer is
acting as an underwriter, then you need to file a post-effective
amendment to the registration statement identifying the broker-
dealer, providing the required information on the plan of
distribution, revising the appropriate disclosures in the
registration statement, and filing the agreement as an exhibit to
the
registration statement.
Please revise the disclosure in this section to indicate that you
will file a post-effective amendment addressing the above
information.
On and after December 1, 2005, you may address the above
information
as currently disclosed in your registration statement, as the
Securities Offering Reform proposal becomes effective on December
1,
2005. See SEC Release No. 33-8591.
Additionally, prior to any involvement of any broker-dealer in the
offering, such broker-dealer must seek and obtain clearance of the
underwriting compensation and arrangements from the NASD Corporate
Finance Department.
9. We note the disclosure in the second paragraph regarding short
sales. Please advise us as to whether any selling stockholder has
taken or plans to take any short position prior to the
effectiveness
of the registration statement. Refer to interpretation A.65 of
the
July 1997 Manual of Publicly Available Telephone Interpretations,
which is available on our website at www.sec.gov.
10. We note the disclosure in the third and fourth paragraphs.
Prior
to December 1, 2005, at which time the Securities Offering Reform
proposal becomes effective, pursuant to Item 512 of Regulation S-K
and as stated in Part II of the registration statement, you must
file
a post-effective amendment to the registration statement once
informed of a material change from the information set forth with
respect to the plan of distribution. Please revise accordingly.
Incorporation of Certain Documents by Reference, page 6
11. We note the documents referenced in the first bullet point.
It
appears that your Form 10-K was filed on January 13, 2005 and that
your Form 10-K/A was filed on February 10, 2005. Please revise
accordingly.
Part II - Information Not Required in Prospectus, page II-1
Item 17. Undertakings
12. If you file a pre-effective amendment to your registration
statement after December 1, 2005, please ensure that you include
the
new form of undertaking required by Item 512(a) of Regulation S-K.
Exhibit 5.1
13. We note the disclaimer set forth in the third sentence of the
fifth paragraph of the opinion. Counsel may not limit the opinion
in
this manner with respect to Delaware law. Please have counsel
revise
the opinion accordingly.
14. Please have counsel confirm to us that it concurs with our
understanding that its reference to the "Delaware General
Corporation
Law" includes the statutory provisions and all applicable
provisions
of the Delaware Constitution and any reported judicial decisions
interpreting these laws. Please have counsel file this
confirmation
as correspondence on EDGAR.
15. We note the disclaimer set forth in the first sentence of the
last paragraph of the opinion. We also note that the opinion is
dated October 27, 2005. The opinion must speak through the
effective
date of the registration statement. Please have counsel revise
the
opinion accordingly.
Form 10-Q for the quarter ended September 30, 2005
Risk Factors That Could Affect Our Financial Condition..., page 48
Demand for our services is cyclical and vulnerable to economic
downturns..., page 48
16. Please provide specific examples of how the risks have
affected
your company, so that it does not state a generic risk. Please
also
comply with this comment in risk factor 19 on page 54 and risk
factor
25 on page 55.
Because we are a holding company, we may not be able to service
our
debt..., page 52
17. Please disclose your debt service obligations and the impact
of
an increase in interest rates of 1%.
Restrictive covenants in our New Credit Facility..., page 52
18. We note the disclosure in the last sentence of this risk
factor.
Please disclose whether you are in compliance with these financial
covenants.
We may incur substantial costs of compliance with, or liabilities
under..., page 53
19. Please quantify the risks described in this risk factor.
Please
also comply with this comment in risk factor 17 on page 53 and
risk
factor 21 on page 54.
Delaware law and our charter documents may impede..., page 56
20. Please revise this risk factor to disclose the actual risk to
an
investor, namely the risk that the anti-takeover provisions could
prevent or frustrate attempts to effect a transaction that is in
the
best interests of your stockholders.
Item 4. Controls and Procedures, page 56
21. We note that your CEO and CFO concluded that your disclosure
controls and procedures were "sufficiently effective to ensure
that
information required to be disclosed by us in this Quarterly
Report
on Form 10-Q was recorded, processed, summarized and reported
within
the time periods specified in the Securities and Exchange
Commission`s rules." We have the following comments:
* Please delete the reference to "sufficiently" as your certifying
officers must reach a conclusion as to whether or not your
disclosures and procedures are effective.
* The description appears to be based on the definition of
disclosure
controls and procedures as set forth in Rule 13a-15(e) under the
Exchange Act. As described, however, the description does not
fully
conform to the definition set forth in the rule because it does
not
indicate that your disclosure controls and procedures are designed
to
ensure that information is accumulated and communicated to your
management, including your principal executive and financial
officers, to allow timely decisions regarding required
disclosures.
Please confirm this to us and revise accordingly. Alternatively,
you
may simply state that your certifying officers concluded on the
applicable date that your disclosure controls and procedures were
effective.
Please also provide us with representations regarding these
comments
with respect to your Forms 10-Q for the quarters ended July 1,
2005
and April 1, 2005. Finally, please confirm that you will comply
with
these comments in your future Exchange Act reports.
* * * *
As appropriate, please amend your filings in response to
these
comments. You may wish to provide us with marked copies of the
amendments to expedite our review. Please furnish a cover letter
that is filed on EDGAR with your amendments that keys your
responses
to our comments and provides any requested information. Detailed
cover letters greatly facilitate our review. Please understand
that
we may have additional comments after reviewing your amendments
and
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities Act
and
the Exchange Act and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of its registration statement,
it
should furnish a letter, at the time of such request,
acknowledging
that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filings or in response to our comments on your filings.
We will consider a written request for acceleration of the
effective date of your registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act and the Exchange Act as
they relate to the proposed public offering of the securities
specified in your registration statement. We will act on the
request
and, pursuant to delegated authority, grant acceleration of the
effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendments for further
review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please contact Andrew Schoeffler, Staff Attorney, at (202)
551-
3748 or, in his absence, the undersigned at (202) 551-3760 with
any
other questions.
Sincerely,
Pamela A. Long
Assistant Director
cc: Mr. Samuel M. Livermore
Ms. Virginia C. Edwards
Cooley Godward LLP
101 California Street, 5th Floor
San Francisco, CA 94111
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Mr. Kent P. Ainsworth
URS Corporation
November 15, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE