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
Date of Report (Date of earliest event reported):
December 3, 1995
URS CORPORATION
(Exact name of registrant as specified in its charter)
1-7567 94-1381538
(Commission File Number) (I.R.S. Employer
Identification Number)
Delaware
(State or other jurisdiction of incorporation)
100 California Street, Suite 500
San Francisco, California 94111-4529
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(415) 774-2700
Exhibit Index on Page 4
Page 1 of 19
Item 5. Other Events.
On December 3, 1995, URS Corporation ("URS") and
Greiner Engineering, Inc. ("Greiner") executed a letter of
intent for URS to acquire all the outstanding stock of Greiner
pursuant to a merger of Greiner with a wholly-owned subsidiary
of URS (the "Acquisition"). The Acquisition price will consist
of $13.50 in cash plus 0.298 shares of URS common stock for
each of the 4,698,442 outstanding shares of Greiner common
stock, for an aggregate Acquisition price of $63,428,467 and
1.4 million shares of URS common stock.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) The following exhibits are furnished in
accordance with the provisions of Item 601 of Regulation S-K:
Exhibit Number Exhibit
-------------- -------
2(a) Letter of Intent and Transaction
Term Sheet dated December 3, 1995
20(a) Press Release issued December 4,
1995
Page 2 of 19
SIGNATURE
---------
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.
Dated: December 4, 1995
URS CORPORATION
By: /s/ Kent P. Ainsworth
------------------------------
Kent P. Ainsworth
Vice President and
Chief Financial Officer
(Principal Accounting Officer)
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INDEX TO EXHIBITS
-----------------
Exhibit Sequentially
Number Exhibit Numbered Page
------- ------- -------------
2(a) Letter of Intent and 5
Transaction Term Sheet dated
December 3, 1995
20(a) Press Release issued 17
December 4, 1995
Page 4 of 19
Exhibit 2(a)
------------
URS Corporation
100 California Street, Suite 500
San Francisco, CA 94111-4529
Tel: (415) 774-2700
Fax: (415) 398-1505
Martin M. Koffel
Chairman and
Chief Executive Officer
December 2, 1995
HMF-56393
Mr. Robert L. Costello
President and Chief Executive Officer
Greiner Engineering, Inc.
Suite 1900, LB 44
909 E. Las Colinas Blvd.
Irving Texas 75039-3907
Re: Acquisition of Greiner Engineering, Inc.
by URS Corporation
-----------------------------------------------
Dear Rob:
I am very pleased that the Board of Directors of
Greiner Engineering, Inc. has agreed with us that the
combination of Greiner with URS Corporation on the terms
proposed is an excellent strategic and financial opportunity
for the shareholders, employees and clients of both our
companies.
The attached Transaction Term Sheet is intended to
summarize the nonbinding understandings of the parties with
respect to the terms and conditions of the combination, as well
as certain binding agreements between the parties regarding
their relationships while the transaction is being finalized.
If you agree that the Transaction Term Sheet accurately
summarizes our mutual intent and sets forth our agreements as
of the date of this letter, please so indicate by
countersigning this letter.
Page 5 of 19
Mr. Robert L. Costello
December 2, 1995
Page 2
Once this letter has been countersigned, the next
phase will be to finalize an appropriate definitive agreement,
to prepare the required regulatory filings, and to commence the
other steps that will be necessary or appropriate to complete
the transaction.
I also am enclosing a copy of the joint press release
in the form we previously agreed upon. As discussed, we are
planning to issue this release prior to the opening of the
stock market in New York on Monday, December 4, assuming that
you have countersigned this letter by that time.
We look forward to working with you toward a prompt
and successful conclusion to this transaction, and to a bright
future for our combined companies.
Sincerely,
/s/ Martin M. Koffel
Agreed and Confirmed
Greiner Engineering, Inc.
By /s/ Robert L. Costello
------------------------------
Robert L. Costello
President and Chief Executive Officer
Date: December 3, 1995
Page 6 of 19
TRANSACTION TERM SHEET
Part I. Nonbinding Understandings:
-------------------------
Structure * URS Corporation ("URS") will acquire
all the outstanding stock of Greiner
Engineering, Inc. ("Greiner") pursuant
to a merger of Greiner with a wholly-
owned subsidiary of URS (the
"Acquisition").
* The Acquisition price will consist of
$13.50 in cash plus 0.298 shares of
URS common stock for each of the
4,698,442 outstanding shares of
Greiner common stock, for an aggregate
Acquisition price of $63,428,467 and
1.4 million shares of URS common
stock.
* Fractional shares otherwise issuable
will be settled for cash based on the
market price of URS common stock as of
the closing of the Acquisition (the
"Closing").
* All outstanding options and other
rights to acquire Greiner common stock
will be cancelled at the Closing. Any
such vested options or other rights
which are in-the-money at the Closing
will be settled for cash in an amount
per share equal to the difference
between the exercise price and the sum
of $13.50 plus the market price of
0.298 shares of URS common stock as of
the Closing.
Due Diligence * URS will immediately proceed with its
operational, financial and legal due
diligence investigation of Greiner.
Such investigation will be completed
prior to the execution of the
Definitive Agreement so that the
Agreement (see below) will contain no
due diligence condition. Execution of
the Definitive Agreement will be
subject to completion of the due
diligence investigation to the
satisfaction of URS and its lenders.
URS will deliver to Greiner for its
review such public information
(financial and other) not currently in
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Greiner's possession as Greiner may
request to facilitate Greiner's review
of the business and financial
condition of URS.
Definitive
Agreement * URS and Greiner will promptly begin
negotiations toward a definitive
agreement containing the terms and
conditions summarized elsewhere in
this Term Sheet and other agreements,
representations, warranties and
conditions appropriate for
transactions of this nature (the
"Definitive Agreement"). URS and its
counsel will be responsible for
preparing the initial draft of the
Definitive Agreement, and the parties
intend to finalize and execute the
Definitive Agreement as quickly as
possible. However, the Definitive
Agreement will not be executed until
the due diligence investigation has
been completed to the satisfaction of
URS and its lenders, and URS and
Greiner are satisfied with the
commitments of URS's lenders to fund
the cash portion of the Acquisition
price.
Principal
Conditions * Principal conditions to Closing to be
specified in the Definitive Agreement
will include, among other things:
- Greiner shareholder approval;
- Receipt upon signing the
Definitive Agreement by Greiner
of an opinion of a reputable
investment banking or valuation
firm, selected by Greiner and
reasonably acceptable to URS,
that the Acquisition price is
fair to Greiner and its
shareholders from a financial
point of view.
- Completion of all required
filings and receipt of all
required regulatory and other
approvals (including without
limitation filings under the
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Hart-Scott-Rodino Antitrust
Improvements Act (the H-S-R
Act"), registration of the URS
shares to be issued in the
Acquisition with the Securities
and Exchange Commission, and
listing of such shares on the New
York and Pacific Stock
Exchanges);
- The absence of any material
adverse change in the business,
financial condition or prospects
of Greiner between September 30,
1995 and the Closing, except as
otherwise publicly disclosed by
Greiner as of December 1, 1995;
- The absence of any pending or
threatened litigation regarding
the Definitive Agreement or the
Acquisition; and
- Such other conditions as may be
imposed by URS's lenders as
conditions to their financing
commitments.
Part II. Binding Agreements:
------------------
Binding
Provisions * Upon mutual acceptance of this
Transaction Term Sheet by URS and
Greiner, the paragraphs contained in
this Part II - Binding Provisions
(collectively, the "Binding
Provisions") will constitute the
legally binding and enforceable
agreements of URS and Greiner (in
recognition of the significant costs
to be borne by each of the parties in
pursuing this proposed Acquisition and
further in consideration of their
mutual undertakings as to the matters
described herein).
Nonbinding
Provisions * The paragraphs contained in Part I -
Nonbinding Provision above
(collectively, the "NonBinding
Provisions") do not create or
constitute any legally binding
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obligations between Greiner, URS or
any of their respective directors,
officers or affiliates, and no such
party shall have any liability to any
of the other parties with respect to
the Nonbinding Provisions until the
Definitive Agreement, if one is
successfully negotiated, is executed
and delivered by URS and Greiner. No
prior or subsequent course of conduct
or dealing among the parties, oral
communications or other actions not
reduced to or reflected in a writing
executed by all of the parties shall
serve to modify this paragraph in any
way or cause the Nonbinding Provisions
or any provisions covering the same
subject matter to become in any sense
legally binding and enforceable. If
the Definitive Agreement is not
prepared, authorized, executed or
delivered for any reason, no party
shall have any liability to any other
party based upon, arising from, or
relating to the Nonbinding Provisions.
No-Shop * For the next 120 days, or if longer so
long as negotiations toward the
Definitive Agreement are proceeding,
Greiner and its directors, officers,
affiliates and other representatives
agree not to, directly or indirectly,
solicit, initiate, respond to,
entertain, encourage submission of
proposals or offers, provide
information, or enter into
negotiations or discussing with or in
any manner encourage, discuss, accept
or consider any proposal or offer of
any person other than URS, relating to
the acquisition of all or any
substantial part of the assets,
business or capital stock of Greiner;
PROVIDED THAT, nothing herein shall
prevent Greiner or its directors and
officers from responding to and
considering unsolicited firm offers
for any such transaction from persons
other than URS if and to the extent
that, in the written opinion of
Greiner's outside counsel, failure to
do so would be reasonably likely to
constitute a violation of applicable
Page 10 of 19
law or a breach of the fiduciary
duties of Greiner's directors to
Greiner's stockholders.
* Greiner confirms that it is not
currently conducting any active
discussions or negotiations regarding
any such transaction involving Greiner
with any party except URS.
* Greiner will immediately inform URS in
writing if Greiner receives an
unsolicited inquiry or proposal
regarding any such transaction, and
will immediately advise URS in writing
of the terms and other details of any
such inquiry or proposal.
* If Greiner or any of its directors,
officers or affiliates enter into any
such negotiations or discussions in
breach of the above no-shop
provisions, URS shall be entitled to
immediate reimbursement from Greiner
for all expenses incurred in
connection with the Acquisition.
* If Greiner or any of its directors,
officers or affiliates enters into any
letter of intent, understanding or
other agreement with a party other
than URS relating to the acquisition
of all or any substantial part of the
assets, business or capital stock of
Greiner (whether through purchase,
merger, consolidation, exchange or any
other business combination), either in
breach of the above no-shop provisions
or within 9 months after termination
of negotiations between Greiner and
URS, then immediately upon entering
into such letter of intent,
understanding or other agreement
Greiner shall pay URS a termination
fee of $5.0 million; PROVIDED THAT, no
such fee shall be payable if, prior to
the entry by Greiner into such letter
of intent, understanding or other
agreement, URS has unilaterally
terminated its discussions with
Greiner contemplated by this
Transaction Term Sheet or unilaterally
declined to close the acquisition as
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contemplated by the Definitive
Agreement.
* The expense reimbursement obligation
and termination fee described above
shall not be the exclusive remedies to
URS in the event of a breach by
Greiner of the Binding Provisions of
this Transaction Term Sheet, and in
any such event, URS shall be entitled,
in addition to receiving such
payments, to equitable remedies,
including but not limited to specific
performance and enjoining any actions
determined to be in breach of the
Binding Provisions.
Definitive
Agreement * URS and its counsel will be
responsible for preparing the initial
draft of the Definitive Agreement.
Subject to the final sentence of the
following paragraph, URS and Greiner
shall negotiate in good faith to
arrive at a mutually acceptable
Definitive Agreement for approval,
execution and delivery on the earliest
possible date.
Access * Greiner will provide URS and its
advisors with complete access in a
timely fashion to the facilities,
contracts, books and records of
Greiner, and will cause the officers,
employees, accountants and other
representatives of Greiner to
cooperate fully with URS and its
advisors in connection with the due
diligence investigation of Greiner.
URS will be under no obligation to
continue with its due diligence
investigation or negotiations
regarding the Definitive Agreement if,
at any time, the results of its due
diligence investigation are not
satisfactory to URS for any reason in
its sole discretion.
Conduct of
Business * Until the Definitive Agreement has
been duly executed and delivered by
all of the parties or the Binding
Provisions have been terminated as
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provided below, Greiner shall conduct
its business only in the ordinary
course, and shall not engage in any
extraordinary transactions without the
prior written consent of URS,
including, without limitation, the
following:
- disposing of any assets of Target
Company, except in the ordinary
course of business;
- materially increasing the annual
level of compensation of any
employee, or increasing at all
the annual level of compensation
of any person whose compensation
from Greiner in the last fiscal
year exceeded $150,000, or
granting any unusual or
extraordinary bonuses, benefits
or other forms of direct or
indirect compensation to any
employee, officer, director or
consultant, except in amounts in
keeping with past practices;
- issuing any equity securities or
options, warrants, rights or
convertible securities;
- paying any dividends in excess of
the regular dividend payment of
$0.075 per quarter, redeeming any
securities, or otherwise causing
assets of Greiner to be
distributed to any of its
shareholders; or
- borrowing any funds under
existing credit lines or
otherwise, except as reasonably
necessary for the ordinary
operation of the business of
Greiner in a manner, and in
amounts, in keeping with
historical practices.
Disclosure * Except as and to the extent required
by law, without the prior written
consent of the other party, neither
URS nor Greiner shall, and each shall
direct its directors, officers,
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affiliates or other representatives
not to, directly or indirectly, make
any public comment, statement or
communication with respect to, or
otherwise disclose or permit the
disclosure of the existence of
discussions regarding, a possible
transaction among the parties or any
of the terms, conditions or other
aspects of the Acquisition. URS and
Greiner have agreed to issue a joint
press release at the time this
Transaction Term Sheet has been
mutually accepted, and shall cooperate
to develop and mutually agree upon an
appropriate communication program as
soon as possible.
Confidentiality * Except as and to the extent required
by law, neither URS nor Greiner shall
disclose or use, and they each shall
cause their respective officers,
directors, affiliates, professional
advisors and other representatives not
to disclose or use, any Confidential
Information (as defined below) with
respect to any other party furnished
or to be furnished by any other party
or their respective representatives in
connection with the transactions
contemplated by this Transaction Term
Sheet at any time or in any manner
other than in connection with the
evaluation of the Acquisition. For
purposes of this paragraph,
"Confidential Information" means any
information about any party stamped
"confidential" or identified as such
to any other party; provided that it
does not include information which any
party can demonstrate (i) is generally
available to or known by the public
other than as a result of improper
disclosure by a party to this
Transaction Term Sheet, or (ii) is
obtained by URS or Greiner from a
source other than by the other party
provided that such source was not
bound by a duty of confidentiality
with respect to such information. If
the Binding Provisions are terminated
as provided below, each party shall
return any Confidential Information in
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such party's possession pertaining to
the other party. The parties may
agree to evidence their confi-
dentiality obligations in a separate
expanded agreement.
Costs * Each party shall be responsible for
and bear all of its own costs and
expenses (including the fees and
expenses of its own professional
advisors and any broker's or finder's
fees) incurred in connection with the
transactions contemplated by this
Transaction Term Sheet.
Consents * URS and Greiner shall cooperate with
each other and proceed, as promptly as
is reasonably practical, to prepare
and file the notifications required by
the H-S-R Act and the proxy and
registration statements and other
filings required under applicable
securities laws, and to obtain all
necessary consents and approvals from
third parties, and to endeavor to
comply with all other legal or
contractual requirements for or
preconditions to the execution and
consummation of the Definitive
Agreement.
Termination * The Binding Provisions may be
terminated:
- by mutual written consent of the
parties; or
- upon written notice by any party
to all of the other parties if
the Definitive Agreement has not
been executed by April 1, 1996;
provided, however, that the
termination of the Binding Provisions
shall not affect the liability of a
party for breach of any of the Binding
Provisions prior to termination. Upon
termination of the Binding Provisions,
the parties shall have no further
obligations hereunder, except as
stated in the paragraphs captioned
"No-Shop," "Disclosure,"
Page 15 of 19
"Confidentiality," and "Costs." which
shall survive any such termination.
Page 16 of 19
Exhibit 20(a)
-------------
URS CORPORATION NEWS RELEASE
For further information contact:
Morgen-Walke Associates, Inc. December 4, 1995
Douglas Sherk/Chris Danne/Todd Friedman
(415) 296-7383
Jill Ruja/Elissa Grabowski
(212) 850-5600
URS Corporation Greiner Engineering, Inc.
Martin Koffel Robert Costello
Chairman, President & CEO President & CEO
Kent P. Ainsworth (214) 869-1001
Chief Financial Officer
(415) 774-2700
URS CORPORATION TO ACQUIRE GREINER ENGINEERING, INC.
SAN FRANCISCO, CA & IRVING, TX/DECEMBER 4, 1995 -- URS
Corporation (NYSE: URS) and Greiner Engineering, Inc. (NYSE:
GII) today jointly announced that they have signed a letter of
intent for URS to acquire all of the outstanding shares of
Greiner's common stock. The proposed combination will result
in the 20th largest design engineering company and the fifth
largest transportation engineering firm in the nation. The
acquisition is not expected to have a material impact on URS
FY1996 earnings per share.
As a result of the proposed acquisition, Greiner will
become a wholly-owned subsidiary of URS. Terms of the letter
of intent call for Greiner stockholders to receive $13.50 per
share in cash plus an aggregate of 1.4 million shares of URS
common stock. Based on Greiner's 4,698,442 outstanding shares
of common stock, each Greiner stockholder will receive .298
share of URS common stock for every common share of Greiner.
Based on the price of URS stock on Friday, December 1, the
proposed acquisition's total value per share to Greiner
stockholders is approximately $15.50. The transaction is
subject to various conditions including negotiation of a
definitive agreement, due diligence and standard regulatory,
stockholder and other approvals.
"The strategic benefits of this proposed acquisition are
compelling," stated Martin M. Koffel, URS chairman and chief
executive officer. "Greiner has a world class engineering
reputation and we are pleased this talented group of
professionals is joining URS. Our combined revenue will exceed
$330 million, increasing our opportunities to serve as a prime
contractor on larger and more diverse projects. There is
Page 17 of 19
little geographic overlap of the two organizations and our
respective services are highly complementary. Rob Costello,
Greiner's CEO, will lead the Greiner division and join the URS
Board of Directors. As a result, we anticipate excellent
opportunities for cross-marketing and significant expansion of
the revenue base of the combined enterprise. The combination
will also provide a platform for increased penetration into
international markets.
"While our proposed offer represents a premium of
approximately 70% over the current market price of Greiner
shares, we believe the value of Greiner's contribution to the
combined enterprise as well as the expected cost savings from
integrating the two companies' systems and administrative
overheads, provide the opportunity to significantly enhance
long term returns to URS shareholders," Mr. Koffel added.
Robert Costello, president and chief executive officer of
Greiner commented, "We believe the proposed transaction
provides an excellent opportunity to Greiner's stockholders,
employees and clients. The combination allows our two
companies to participate in the industry's current
consolidation trend to our mutual benefit. By joining URS we
create a stronger organization that has the potential to
generate growth rates that we could not have achieved as
separate operations."
For the most recent fiscal year ended October 31, 1994,
URS reported revenue of $164 million and earnings per share of
$.60. For the first nine months of fiscal 1995, URS reported
revenue of $129.6 million, a nine percent increase over the
first nine months of fiscal 1994. Earnings per share for the
first nine months of fiscal 1995 were $.44 compared to $.37 in
1994.
Greiner reported revenue of $151.9 million and earnings
per share of $.82 for the year ended December 31, 1994. For
the first nine months ended September 30, 1995, Greiner
reported revenue of $117 million and a loss of $3.4 million, or
$.72 per share. The 1995 third quarter results for Greiner
included certain restructuring charges amounting to $3.1
million associated with the Company's strategy to 1) de-
emphasize local residential land development services in
California and 2) to shift its primary focus for Asian
operations from Hong Kong to Kuala Lampur, Malaysia. In
addition, Greiner incurred a non-cash charge of $2.3 million
associated with the reduction in carrying value of its
investment in NTA (a partnership with the Perot Group
established to develop privatized transportation facilities
such as toll roads). In its recent quarterly earnings release,
Greiner stated that its overall financial condition remained
strong and that its current backlog position is at a record
high level.
Headquartered in San Francisco, URS offers a broad range
of services to public and private sector clients in two
principal markets: infrastructure projects involving
transportation systems, institutional and commercial
Page 18 of 19
facilities, and water resources; and environmental projects
involving hazardous waste management and pollution control.
Headquartered in Irving, Texas, Greiner is a professional
services firm operating in the engineering and architectural
design services industry. The company provides engineering,
planning, architectural, environmental, program management and
other services to public and private sector clients throughout
the U.S. and in foreign countries, including Malaysia and Hong
Kong.
# # #
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