UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 9, 1999
URS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-7567 94-1381538
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Ide
ntification No.)
100 California Street, Suite 500, San Francisco, California 94111-4529
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 774-2700
None
(Former name or former address, if changed since last report.)
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Dames & Moore Group are included as
Exhibit 99.2 to this Form 8-K/A.
(b) Unaudited Pro Forma Combined Financial Information of URS and
Dames & Moore (filed as Exhibit 99.1 to URS Corporation's Current
Report on Form 8-K, dated May 7, 1999, and incorporated herein by
reference).
(c) Exhibits:
Exhibit
-------
Number Exhibit
----- -------
2.1 Agreement and Plan of Merger, dated May 5, 1999, by and
among Dames & Moore Group, URS Corporation and Demeter
Acquisition Corporation (filed as Exhibit 2.1 to URS
Corporation's Current Report on Form 8-K, dated May 7,
1999 and incorporated herein by reference).
* 2.2 Credit Agreement, dated June 9, 1999, by and between
Wells Fargo Bank, N.A. and URS Corporation.
* 2.3 Note Purchase Agreement, dated June 9, 1999, by and between
Morgan Stanley Senior Funding, Inc. and URS Corporation.
* 2.4 Securities Purchase Agreement, dated May 5, 1999, by and
between RCBA Strategic Partners, L.P. and URS Corporation.
23.1 Consent of KPMG LLP, dated August 4, 1999.
99.1 Press Release, dated June 9, 1999 (filed as Exhibit
(a)(12) to URS Corporation's Schedule 14D-1 dated May
11, 1999, as amended, and incorporated herein by
reference).
99.2 Financial Statements of Dames & Moore Group.
Independent Auditors' Report.
Consolidated Statements of Financial Position as of March
26, 1999 and March 27, 1998.
Consolidated Statements of Operations for the years ended
March 26, 1999, March 27, 1998 and March 28, 1997.
Consolidated Statements of Changes in Shareholders' Equity
for the years ended March 26, 1999, March 27, 1998 and
March 28, 1997.
Consolidated Statements of Cash Flows for the years ended
March 26, 1999, March 27, 1998 and March 28, 1997.
Notes to Consolidated Financial Statements.
Supplementary Financial Information--Selected Quarterly
Financial Data.
Schedule II--Valuation and Qualifying Accounts.
99.3 Computation of Ratio of Earnings to Fixed Charges and
Combined Fixed Charges for Dames & Moore Group.
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* Previously filed.
2
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, thereunto duly authorized.
URS CORPORATION
By: /s/ Kent P. Ainsworth
------------------------------
Kent P. Ainsworth
Executive Vice President
Chief Financial Officer and Secretary
Dated: August 4, 1999
3
EXHIBIT INDEX
Exhibit
- -------
Number Exhibit
- ------ -------
2.1 Agreement and Plan of Merger, dated May 5, 1999, by and among Dames &
Moore Group, URS Corporation and Demeter Acquisition Corporation
(filed as Exhibit 2.1 to URS Corporation's Current Report on Form
8-K, dated May 7, 1999, and incorporated herein by reference).
*2.2 Credit Agreement, dated June 9, 1999, by and between Wells Fargo Bank,
N.A. and URS Corporation.
*2.3 Note Purchase Agreement, dated June 9, 1999, by and between Morgan
Stanley Senior Funding, Inc. and URS Corporation.
*2.4 Securities Purchase Agreement, dated May 5, 1999, by and between RCBA
Strategic Partners, L.P. and URS Corporation.
23.1 Consent of KPMG LLP, dated August 4, 1999.
99.1 Press Release, dated June 9, 1999 (filed as Exhibit (a)(12) to URS
Corporation's Schedule 14D-1 dated May 11, 1999, as amended, and
incorporated herein by reference).
99.2 Financial Statements of Dames & Moore Group.
Independent Auditors' Report.
Consolidated Statements of Financial Position as of March 26, 1999 and
March 27, 1998.
Consolidated Statements of Operations for the years ended March 26,
1999, March 27, 1998 and March 28, 1997.
Consolidated Statements of Changes in Shareholders' Equity for the
years ended March 26, 1999, March 27, 1998 and March 28, 1997.
Consolidated Statements of Cash Flows for the years ended March 26,
1999, March 27, 1998 and March 28, 1997.
Notes to Consolidated Financial Statements.
Supplementary Financial Information--Selected Quarterly Financial Data.
Schedule II--Valuation and Qualifying Accounts.
99.3 Computation of Ratio of Earnings to Fixed Charges and Combined Fixed
Charges for Dames & Moore Group.
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* Previously filed.