Exhibit 99.1
LETTER OF TRANSMITTAL
URS Corporation
Offer to Exchange
12 1/4% Senior Subordinated Exchange Notes due 2009,
which have been registered under the Securities Act of 1933, as amended,
pursuant to the Prospectus, dated , 1999,
for All Issued and Outstanding
12 1/4% Senior Subordinated Notes due 2009
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1999, UNLESS THE EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
FIRSTAR BANK OF MINNESOTA, N.A.
By Regular or Certified By Facsimile: By Overnight Courier or Hand:
Mail:
(Eligible Guarantor Institutions Only)
Firstar Bank of Minnesota, Firstar Bank of Minnesota, N.A. Firstar Bank of Minnesota, N.A.
N.A.
101 E. Fifth Street 101 E. Fifth Street 101 E. Fifth Street
St. Paul, Minnesota 55101 St. Paul, Minnesota 55101 St. Paul, Minnesota 55101
Attention: Frank Leslie Attention: Frank Leslie Attention: Frank Leslie
Fax: (651) 229-6415
To Confirm by Telephone
or for Information Call:
Firstar Bank of Minnesota, N.A.
101 E. Fifth Street
St. Paul, Minnesota 55101
Attention: Frank Leslie
Phone: (651) 229-2600
Delivery of this Letter of Transmittal to an address other than those listed
above, or transmission of instructions by facsimile other than as set forth
above, will not constitute a valid delivery of your Old Notes.
By signing this Letter of Transmittal, you hereby acknowledge that you have
received and reviewed the Prospectus, dated , 1999, of URS
Corporation and this Letter of Transmittal. The Prospectus, together with this
Letter of Transmittal, constitutes URS Corporation's offer to exchange an
aggregate principal amount of up to $200,000,000 of its 12 1/4% Senior
Subordinated Exchange Notes due 2009 (the "New Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities
Act"), for a like principal amount of our issued and outstanding 12 1/4%
Senior Subordinated Notes due 2009 (the "Old Notes"). The Old Notes were
issued in an offering under Rule 144A of the Securities Act that was not
registered under the Securities Act. This Exchange Offer is being extended to
all holders of the Old Notes.
If you decide to tender your Old Notes, and we accept the Old Notes, this
will constitute a binding agreement between you and URS Corporation, subject
to the terms and conditions set forth in the Prospectus and this Letter of
Transmittal. Unless you comply with the procedures described in the Prospectus
under the caption "The Exchange Offer -- Guaranteed Delivery Procedures," you
must do one of the following on or prior to the expiration of the Exchange
Offer to participate in the Exchange Offer:
. tender your Old Notes by sending the certificates for your Old Notes, in
proper form for transfer, a properly completed and duly executed Letter
of Transmittal, with any required signature guarantees,
and all other documents required by this Letter of Transmittal to the
Exchange Agent at one of the addresses listed above; or
. tender your Old Notes by using the book-entry transfer procedures
described in the Prospectus under the caption "The Exchange Offer --
Book-Entry Transfer," and transmitting this Letter of Transmittal, with
any required signature guarantees, or an Agent's Message (as defined
below) instead of this Letter of Transmittal to the Exchange Agent.
In order for a book-entry transfer to constitute a valid tender of your Old
Notes in the Exchange Offer, the Exchange Agent must receive a confirmation of
book-entry transfer (a "Book-Entry Confirmation") of your Old Notes into the
Exchange Agent's account at The Depository Trust Company prior to the
expiration of the Exchange Offer. The term "Agent's Message" means a message,
transmitted by The Depository Trust Company and received by the Exchange Agent
and forming a part of the Book-Entry Confirmation, which states that The
Depository Trust Company has received an express acknowledgment from you that
you have received and have agreed to be bound by the terms of this Letter of
Transmittal. If you use this procedure, we may enforce the Letter of
Transmittal against you.
Delivery of documents to The Depository Trust Company's book-entry transfer
facility will not constitute delivery to the Exchange Agent.
If you are a holder of Old Notes and wish to tender your Old Notes in the
Exchange Offer, but (1) the Old Notes are not immediately available, (2) time
will not permit your Old Notes or other required documents to reach the
Exchange Agent before the expiration of the Exchange Offer, or (3) the
procedure for book-entry transfer cannot be completed prior to the expiration
of the Exchange Offer, you may tender Old Notes by following the procedures
described in the Prospectus under the caption "The Exchange Offer --
Guaranteed Delivery Procedures."
Only registered holders of Old Notes -- which term, for purposes of this
Letter of Transmittal, includes any participant in The Depository Trust
Company's system whose name appears on a security position listing as the
owner of the Old Notes -- are entitled to tender their Old Notes for exchange
in the Exchange Offer. If you are a beneficial owner whose Old Notes are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee and you wish to tender your Old Notes in the Exchange Offer, you
should promptly contact the person in whose name the Old Notes are registered
and instruct that person to tender on your behalf. If you wish to tender in
the Exchange Offer on your own behalf, prior to completing and executing this
Letter of Transmittal and delivering the certificates for your Old Notes, you
must either make appropriate arrangements to register ownership of the Old
Notes in your name or obtain a properly completed bond power from the person
in whose name the Old Notes are registered.
You must complete this Letter of Transmittal if you are a registered holder
of Old Notes which term, for purposes of this Letter of Transmittal, includes
any participant in The Depository Trust Company's system whose name appears on
a security position listing as the owner of the Old Notes -- and either (1)
you wish to tender the certificates representing your Old Notes to the
Exchange Agent together with this Letter of Transmittal or (2) you wish to
tender your Old Notes by book-entry transfer to the Exchange Agent's account
at The Depository Trust Company and you elect to submit this Letter of
Transmittal to the Exchange Agent instead of an Agent's Message.
In order to properly complete this Letter of Transmittal, you must: (1)
complete the box entitled "Description of Old Notes Tendered," (2) if
appropriate, check and complete the boxes relating to book-entry transfer and
guaranteed delivery and the boxes entitled "Special Issuance Instructions" and
"Special Delivery Instructions," (3) sign this Letter of Transmittal by
completing the box entitled "Sign Here" and (4) complete the box entitled
"Substitute Form W-9." By completing the box entitled "Description of Old
Notes Tendered" and signing below, you will have tendered your Old Notes for
exchange on the terms and conditions described in the Prospectus and this
Letter of Transmittal. You should read the detailed instructions below before
completing this Letter of Transmittal.
2
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
BOX BELOW TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD NOTES
- ---------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- ---------------------------------------------------------------------------------------------------
Name and Address of Registered Holder 1 2 3
- ---------------------------------------------------------------------------------------------------
Aggregate Principal
Certificate Principal Amount Amount
Number(s)* of Old Note(s) Tendered**
----------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
Total:
- ---------------------------------------------------------------------------------------------------
* Need not be completed by holders who tender by book-entry transfer.
** Old Notes tendered by this Letter of Transmittal must be in
denominations of $1,000 principal amount and any integral multiple
thereof. Unless otherwise indicated in column 3, a holder will be deemed
to have tendered ALL of the Old Notes represented by the certificate(s)
listed in column 1. See Instruction 4.
---------------------------------------------------------------------------------------------------
BOXES BELOW TO BE CHECKED AS APPLICABLE
- --------------------------------------------------------------------------------
[_] Check here if the certificate(s) representing your Old Notes is being
tendered with this Letter of Transmittal.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[_] Check here if the certificate(s) representing your Old Notes has been
lost, destroyed or stolen and you require assistance in obtaining a new
certificate(s).
Certificate Number(s) _____________________________________________________
Principal Amount(s) Represented ___________________________________________
You must contact the Exchange Agent to obtain instructions for replacing
lost, destroyed or stolen certificate(s) representing Old Notes. (See
Instruction 12)
- --------------------------------------------------------------------------------
3
- ------------------------------------ -------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5 and 6) (See Instructions 1, 5 and 6)
To be completed ONLY if New Notes To be completed ONLY if New Notes
or Old Notes not tendered or or Old Notes not tendered or
exchanged are to be issued in the exchanged are to be delivered to
name of someone other than the someone other than the registered
registered holder of the Old Notes holder of the Old Notes whose
whose name(s) appear below. name(s) appear(s) below or to the
registered holder at an address
other than that shown below.
[_] Old Note(s) to: [_] Old Note(s) to:
[_] New Note(s) to: [_] New Note(s) to:
Name ______________________________ Name ______________________________
(Please Print) (Please Print)
Address ___________________________ Address ___________________________
___________________________________ ___________________________________
(Zip Code) (Zip Code)
Telephone Number ( ) - Telephone Number ( ) -
----------------- -----------------
___________________________________ ___________________________________
(Tax Identification or Social (Tax Identification or Social
Security No.) (See Instruction 9) Security No.) (See Instruction 9)
- ------------------------------------ -------------------------------------
- --------------------------------------------------------------------------------
[_] Check here and enclose a photocopy of the Notice of Guaranteed Delivery
if tendered Old Notes are being delivered under a Notice of Guaranteed
Delivery previously sent to the Exchange Agent and complete the
following:
Name(s) of Registered Holder(s) ________________________________________
Window Ticket Number (if any) __________________________________________
Date of Execution of Notice of Guaranteed Delivery _____________________
Name of Institution Which Guaranteed Delivery __________________________
If delivered by Book-Entry Transfer, complete the following:
Name of Tendering Institution __________________________________________
Account Number _________________________________________________________
Transaction Code Number ________________________________________________
- --------------------------------------------------------------------------------
BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY
- --------------------------------------------------------------------------------
[_] Check here if tendered Old Notes are being delivered by book-entry
transfer to the Exchange Agent's account at The Depository Trust Company
and complete the following:
Name of Tendering Institution __________________________________________
Account Number _________________________________________________________
Transaction Code Number ________________________________________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[_] Check here if Old Notes that are not tendered or not exchanged are to be
returned by crediting. The Depository Trust Company account number
indicated above.
- --------------------------------------------------------------------------------
4
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, as
described in the Prospectus and this Letter of Transmittal, I hereby tender to
URS Corporation the aggregate principal amount of Old Notes described above in
the box entitled "Description of Old Notes Tendered" in exchange for a like
principal amount of New Notes which have been registered under the Securities
Act.
Subject to and effective upon the acceptance for exchange of all or any
portion of the Old Notes tendered by this Letter of Transmittal in accordance
with the terms and conditions of the Exchange Offer--including, if the
Exchange Offer is extended or amended, the terms and conditions of any
extension or amendment--I hereby sell, assign and transfer to, or upon the
order of, URS Corporation all right, title and interest in and to the Old
Notes tendered by this Letter of Transmittal. I hereby irrevocably constitute
and appoint the Exchange Agent as my agent and attorney-in-fact--with full
knowledge that the Exchange Agent is also acting as the agent of URS
Corporation in connection with the Exchange Offer--with respect to the
tendered Old Notes, with full power of substitution, such power of attorney
being deemed to be an irrevocable power coupled with an interest, subject only
to the right of withdrawal described in the Prospectus, to (1) deliver
certificates for the tendered Old Notes to URS Corporation together with all
accompanying evidences of transfer and authenticity to, or upon the order of,
URS Corporation, upon receipt by the Exchange Agent, as my agent, of the New
Notes to be issued in exchange for the tendered Old Notes, (2) present
certificates for the tendered Old Notes for transfer, and to transfer the
tendered Old Notes on the books of URS Corporation, and (3) receive for the
account of URS Corporation all benefits and otherwise exercise all rights of
ownership of the tendered Old Notes, all in accordance with the terms and
conditions of the Exchange Offer.
I hereby represent and warrant that I have full power and authority to
tender, sell, assign and transfer the Old Notes tendered by this Letter of
Transmittal and that, when the tendered Old Notes are accepted for exchange,
URS Corporation will acquire good, marketable and unencumbered title to the
tendered Old Notes, free and clear of all liens, restrictions, charges and
encumbrances, and that the tendered Old Notes are not subject to any adverse
claims or proxies. I will, upon request, execute and deliver any additional
documents deemed by URS Corporation or the Exchange Agent to be necessary or
desirable to complete the exchange, sale, assignment and transfer of the Old
Notes tendered by this Letter of Transmittal, and I will comply with my
obligations under the Registration Rights Agreement, dated as of June 23, 1999
(the "Registration Rights Agreement"), among URS Corporation, certain of its
subsidiaries and Morgan Stanley & Co. Incorporated. I have read and I agree to
all of the terms of the Exchange Offer.
The name(s) and address(es) of the registered holder(s)--which term, for
purposes of this Letter of Transmittal, includes any participant in The
Depository Trust Company's system whose name appears on a security position
listing as the holder of the Old Notes--of the Old Notes tendered by this
Letter of Transmittal are printed above as they appear on the certificate(s)
representing the Old Notes. The certificate number(s) and the Old Notes that I
wish to tender are indicated in the appropriate boxes above.
Unless I have otherwise indicated by completing the box entitled "Special
Issuance Instructions" above, I hereby direct that the New Notes be issued in
the name(s) of the undersigned or, in the case of a book-entry transfer of Old
Notes, that the New Notes be credited to the account indicated above
maintained with The Depository Trust Company. Similarly, unless I have
otherwise indicated by completing the box entitled "Special Delivery
Instructions," I hereby direct that the New Notes be delivered to the address
shown below my signature.
If I have (1) tendered any Old Notes that are not exchanged in the Exchange
Offer for any reason or (2) submitted certificates for more Old Notes than I
wish to tender, unless I have otherwise indicated by completing the boxes
entitled "Special Issuance Instructions" or "Special Delivery Instructions," I
hereby direct that certificates for any Old Notes that are not tendered or not
exchanged should be issued in the name of the undersigned, if applicable, and
delivered to the address shown below my signature or, in the case of a book-
entry transfer of Old Notes, that Old Notes that are not tendered or not
exchanged be credited to the account indicated above maintained with The
Depository Trust Company, in each case, at URS Corporation's expense, promptly
following the expiration or termination of the Exchange Offer.
5
I understand that if I decide to tender Old Notes, and URS Corporation
accepts the Old Notes for exchange, this will constitute a binding agreement
between me and URS Corporation, subject to the terms and conditions set forth
in the Prospectus and this Letter of Transmittal.
I also recognize that, under certain circumstances described in the
Prospectus under the caption "The Exchange Offer--Conditions to the Exchange
Offer," URS Corporation may not be required to accept for exchange any of the
Old Notes tendered by this Letter of Transmittal.
By tendering Old Notes and executing this Letter of Transmittal, or
delivering an Agent's Message instead of this Letter of Transmittal, I hereby
represent and agree that: (1) I am not an "affiliate" (as defined in Rule 405
under the Securities Act) of URS Corporation; (2) any New Notes I receive in
the Exchange Offer are being acquired by me in the ordinary course of my
business; (3) at the time of the commencement of the Exchange Offer, neither I
nor, to my knowledge, anyone receiving New Notes from me, has any arrangement
or understanding with any person to participate in the distribution (as
defined in the Securities Act) of the New Notes in violation of the Securities
Act; (4) if I am not a Participating Broker-Dealer (as defined below), that I
am not engaged in, and do not intend to engage in, the distribution of the New
Notes; and (5) if I am a Participating Broker-Dealer, that I will receive the
New Notes for my own account in exchange for Old Notes that I acquired as a
result of my market-making or other trading activities and that I will deliver
a prospectus meeting the requirements of the Securities Act in connection with
any resale of the New Notes I receive. As used in this Letter of Transmittal,
a "Participating Broker-Dealer" is a broker-dealer that receives New Notes for
its own account in exchange for Old Notes that it acquired as a result of
market-making or other trading activities. If I am a Participating Broker-
Dealer, by making the representation set forth above and delivering a
prospectus in connection with any resale transaction involving the New Notes,
I understand that I will not be deemed to have admitted that I am an
"underwriter" within the meaning of the Securities Act.
URS Corporation has agreed, subject to the terms of the Registration Rights
Agreement, that for a period of not more than 180 days after the date of
acceptance of Old Notes for exchange, it will make the Prospectus, as amended
or supplemented from time to time, available to any Participating Broker-
Dealer for use in connection with resales of the New Notes. Each Participating
Broker-Dealer, by tendering Old Notes and executing this Letter of
Transmittal, or delivering an Agent's Message instead of this Letter of
Transmittal, agrees that, upon receipt of notice from URS Corporation of the
occurrence of any event or the discovery of any fact which makes any statement
contained or incorporated by reference in the Prospectus untrue in any
material respect or which causes the Prospectus to omit to state a material
fact necessary in order to make the statements contained or incorporated by
reference in the Prospectus, in light of the circumstances under which they
were made, not misleading, the Participating Broker-Dealer will suspend the
sale of New Notes under the Prospectus. Each Participating Broker-Dealer
further agrees that, upon receipt of a notice from URS Corporation to suspend
the sale of New Notes as provided above, the Participating Broker-Dealer will
suspend resales of the New Notes until (1) URS Corporation has amended or
supplemented the Prospectus to correct the misstatement or omission and has
furnished copies of the amended or supplemented Prospectus to the
Participating Broker-Dealer or (2) URS Corporation has given notice that the
sale of the New Notes may be resumed, as the case may be. If URS Corporation
gives notice to suspend the sale of the New Notes as provided above, it will
extend the period referred to above during which Participating Broker-Dealers
are entitled to use the Prospectus in connection with the resale of New Notes
by the number of days during the period from and including the date of the
giving of such notice to and including the date when Participating Broker-
Dealers receive copies of the supplemented or amended Prospectus necessary to
permit resales of the New Notes or to and including the date on which URS
Corporation has given notice that the sale of New Notes may be resumed, as the
case may be.
As a result, a Participating Broker-Dealer who intends to use the Prospectus
in connection with resales of New Notes received in exchange for Old Notes in
the Exchange Offer must notify URS Corporation, on or prior to the expiration
of the Exchange Offer, that it is a Participating Broker-Dealer. Participating
Broker-Dealers must send the required written notice to URS Corporation's
executive offices located at 100 California Street, Suite 500, San Francisco,
CA 94111, Attention: Joseph Masters, General Counsel, and this notice must be
received by URS Corporation at or prior to the expiration of the Exchange
Offer.
6
Interest on the New Notes will accrue (1) from the later of (a) the last
date to which interest was paid on the Old Notes surrendered in exchange for
the New Notes or (b) if the Old Notes are surrendered for exchange on a date
in a period which includes the record date for an interest payment date to
occur on or after the date of the exchange and as to which interest will be
paid, the date to which interest will be paid on such interest payment date or
(2) if no interest has been paid on the Old Notes, from June 23, 1999.
All authority conferred in or agreed to be conferred in this Letter of
Transmittal will survive my death or incapacity, and any obligation of mine
under this Letter of Transmittal will be binding upon my heirs, executors,
administrators, personal representatives, trustees in bankruptcy, legal
representatives, successors and assigns. Except as stated in the Prospectus,
this tender is irrevocable.
7
SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
This Letter of Transmittal must be signed by (1) the registered holder(s)--
which term, for purposes of this Letter of Transmittal, includes any
participant in The Depository Trust Company's system whose name appears on a
security position listing as the holder of the Old Notes--exactly as the
name(s) of the registered holder(s) appear(s) on the certificate(s) for the
Old Notes tendered or on the register of holders maintained by URS
Corporation, or (2) by any person(s) authorized to become the registered
holder(s) by endorsements and documents transmitted with this Letter of
Transmittal--including any opinions of counsel, certifications and other
information as may be required by URS Corporation for the Old Notes to
comply with the restrictions on transfer applicable to the Old Notes. If the
signature below is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or another acting in a similar
fiduciary or representative capacity, please set forth the signer's full
title. See Instruction 5.
X ___________________________________________________________________________
X ___________________________________________________________________________
Signature(s) of Stockholder(s)
Dated: _______________________________________________________________ , 1999
Name(s) _____________________________________________________________________
(Please Print)
_____________________________________________________________________________
Capacity ____________________________________________________________________
Address _____________________________________________________________________
_____________________________________________________________________________
(Zip Code)
Tax Identification or Social Security No. ___________________________________
(See Instruction 9)
Area Code and Telephone No. _________________________________________________
SIGNATURE(S) GUARANTEED
(See Instruction 2, if required)
Eligible Guarantor Institution ______________________________________________
Official Signature __________________________________________________________
Dated: _______________________________________________________________ , 1999
8
TO BE COMPLETED BY ALL TENDERING HOLDERS OF SECURITIES
- --------------------------------------------------------------------------------
PAYOR'S NAME: FIRSTAR BANK OF MINNESOTA, N.A.
- --------------------------------------------------------------------------------
PART 1-- PLEASE PROVIDE
SUBSTITUTE YOUR TIN IN THE BOX AT TIN _________________
Form W-9 RIGHT AND CERTIFY BY (Social Security
SIGNING AND DATING BELOW Number or Employer
Identification
Number)
Department of ----------------------------------------------------
the Treasury PART 2--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING
Internal (SEE INSTRUCTIONS)
Revenue Service ----------------------------------------------------
Payor's Request for PART 3--CERTIFICATION--UNDER PENALTIES OF
Taxpayer PERJURY, I CERTIFY THAT (1) The number shown on
Identification Number this form is my correct TIN (or I am waiting
("TIN") and for a number to be issued to me), and (2) I am
Certification not subject to backup withholding because: (a)
I am exempt from backup withholding, or (b) I
have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report
all interest or dividends or (c) the IRS has
notified me that I am no longer subject to
backup withholding.
SIGNATURE _________________________ DATE ________
- --------------------------------------------------------------------------------
You must cross out item (2) in Part 3 above if you have been notified by the
IRS that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax return.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN PART
1 OF THE SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and that I mailed or delivered an application to
receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail
or deliver an application in the near future). I understand that if I do not
provide a taxpayer identification number to the payor within 60 days, the
Payor is required to withhold 31 percent of all cash payments made to me
thereafter until I provide a number.
_____________________________________ _________________________________
Signature Date
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31 PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. You must complete this Letter of Transmittal if you are a holder
of Old Notes--which term, for purposes of this Letter of Transmittal, includes
any participant in The Depository Trust Company's system whose name appears on
a security position listing as the holder of the Old Notes--and either (1) you
wish to tender the certificates representing your Old Notes to the Exchange
Agent together with this Letter of Transmittal or (2) you wish to tender your
Old Notes by book-entry transfer to the Exchange Agent's account at The
Depository Trust Company and you elect to submit this Letter of Transmittal to
the Exchange Agent instead of an Agent's Message. In order to constitute a
valid tender of your Old Notes, unless you comply with the procedures for
Guaranteed Delivery described below, the Exchange Agent must receive the
following documents at one of the addresses listed above on or prior to the
expiration of the Exchange Offer: (1) certificates for the Old Notes, in
proper form for transfer, or Book-Entry Confirmation of transfer of the Old
Notes into the Exchange Agent's account at The Depository Trust Company, (2) a
properly completed and duly executed Letter of Transmittal, with any required
signature guarantees, or, in the case of a Book-Entry Confirmation, an Agent's
Message instead of this Letter of Transmittal, and (3) all other documents
required by this Letter of Transmittal. Old Notes tendered in the Exchange
Offer must be in denominations of $1,000 principal amount and any integral
multiple thereof.
If you are a holder of the Old Notes and wish to tender your Old Notes, but
(1) the certificates for Old Notes are not immediately available, (2) time
will not permit your certificates for Old Notes or other required documents to
reach the Exchange Agent before the expiration of the Exchange Offer, or (3)
the procedure for book-entry transfer cannot be completed prior to the
expiration of the Exchange Offer, you may effect a tender if: (1) the tender
is made through an Eligible Guarantor Institution (as defined below); (2)
prior to the expiration of the Exchange Offer, the Exchange Agent receives
from an Eligible Guarantor Institution a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form we have provided,
setting forth your name and address and the amount of Old Notes you are
tendering and stating that the tender is being made by Notice of Guaranteed
Delivery; and (3) the Exchange Agent receives within three New York Stock
Exchange, Inc. ("NYSE") trading days after the date of execution of the Notice
of Guaranteed Delivery: (a) the certificates for all physically tendered Old
Notes, in proper form for transfer, or a Book-Entry Confirmation of transfer
of the Old Notes into the Exchange Agent's account at The Depository Trust
Company, as the case may be, (b) a properly completed and duly executed Letter
of Transmittal, with any required signature guarantees, or, in the case of a
Book-Entry Confirmation, an Agent's Message instead of the Letter of
Transmittal, and (c) all other documents required by the Letter of
Transmittal. The Notice of Guaranteed Delivery may be sent by overnight
courier, hand delivery, registered or certified mail or facsimile transmission
and must include a guarantee by an Eligible Guarantor Institution in the form
set forth in the Notice.
The method of delivery of certificates for Old Notes, Letters of
Transmittal, Agent's Messages and all other required documents is at your
election. If you deliver your Old Notes by mail, we recommend registered mail,
properly insured, with return receipt requested. In all cases, you should
allow sufficient time to assure timely delivery. Do not send certificates for
Old Notes, Letters of Transmittal, Agent's Messages or other required
documents to URS Corporation.
URS Corporation will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of this Letter of Transmittal or
delivery of an Agent's Message instead of the Letter of Transmittal, waives
any right to receive any notice of the acceptance of such tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:
(a) this Letter of Transmittal is signed by the registered holder--which
term, for purposes of this Letter of Transmittal, includes any
participant in The Depository Trust Company's system whose name
10
appears on a security position listing as the owner of the Old Notes--of
Old Notes tendered with this Letter of Transmittal, unless such
holder(s) has completed either the box entitled "Special Issuance
Instructions" or the box entitled "Special Delivery Instructions" above,
or
(b) the Old Notes are tendered for the account of a firm that is an
Eligible Guarantor Institution.
In all other cases, an Eligible Guarantor Institution must guarantee the
signature(s) on this Letter of Transmittal. See Instruction 5.
An "Eligible Guarantor Institution" (as defined in Rule 17Ad-15 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"))
means:
. Banks (as defined in Section 3(a) of the Federal Deposit Insurance Act);
. Brokers, dealers, municipal securities dealers, municipal securities
brokers, government securities dealers and government securities brokers
(as defined in the Exchange Act);
. Credit unions (as defined in Section 19B(1)(A) of the Federal Reserve
Act);
. National securities exchanges, registered securities associations and
clearing agencies (as these terms are defined in the Exchange Act); and
. Savings associations (as defined in Section 3(b) of the Federal Deposit
Insurance Act).
3. INADEQUATE SPACE. If the space provided in the box captioned "Description
of Old Notes Tendered" is inadequate, the certificate number(s) and/or the
principal amount of Old Notes and any other required information should be
listed on a separate signed schedule which is attached to this Letter of
Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Notes will be
accepted only in denominations of $1,000 principal amount and integral
multiples thereof. If you are tendering less than all of the Old Notes
evidenced by any certificate you are submitting, please fill in the principal
amount of Old Notes which are to be tendered in column 3 ("Principal Amount of
Old Notes Tendered") of the box entitled "Description of Old Notes Tendered."
In that case, unless you have otherwise indicated by completing the boxes
entitled "Special Issuance Instructions" or "Special Delivery Instructions",
new certificate(s) for the remainder of the Old Notes that were evidenced by
your old certificate(s) will be sent to the registered holder of the Old
Notes, promptly after the expiration of the Exchange Offer. All Old Notes
represented by certificates delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated.
Except as otherwise provided in this Letter of Transmittal, tenders of Old
Notes may be withdrawn at any time on or prior to the expiration of the
Exchange Offer. For a withdrawal to be effective, a written notice of
withdrawal must be received by the Exchange Agent prior to the expiration of
the Exchange Offer at one of the addresses listed above. Any notice of
withdrawal must specify the name of the person who tendered the Old Notes to
be withdrawn, identify the Old Notes to be withdrawn, including the principal
amount of the Old Notes, and, where certificates for Old Notes have been
transmitted, specify the name in which the Old Notes are registered, if
different from that of the withdrawing holder. If certificates for Old Notes
have been delivered or otherwise identified to the Exchange Agent, then, prior
to the release of the certificates, the withdrawing holder must also submit
the serial numbers of the particular certificates to be withdrawn and a signed
notice of withdrawal with signatures guaranteed by an Eligible Guarantor
Institution unless the holder is an Eligible Guarantor Institution. If Old
Notes have been tendered using the procedure for book-entry transfer described
in the Prospectus under the caption "The Exchange Offer--Book-Entry Transfer,"
any notice of withdrawal must specify the name and number of the account at
The Depository Trust Company to be credited with the withdrawn Old Notes and
otherwise comply with the procedures of the book-entry transfer facility. All
questions as to the validity, form and eligibility--including time of
receipt--of these notices will be determined by URS Corporation. Any such
determination will be final and binding. Any Old Notes so withdrawn will be
deemed not to have been validly tendered for exchange for purposes of the
Exchange Offer. Any Old Notes which have been
11
tendered for exchange but which are not exchanged for any reason will be
returned to the registered holder without cost to that holder as soon as
practicable after withdrawal, non-acceptance of tender or termination of the
Exchange Offer. In the case of Old Notes tendered using the procedure for
book-entry transfer described in the Prospectus under the caption "The
Exchange Offer--Book-Entry Transfer," the Old Notes will be credited to the
tendering holder's account with The Depository Trust Company. Properly
withdrawn Old Notes may be retendered at any time on or prior to the
expiration of the Exchange Offer by following one of the procedures described
in the Prospectus under the caption "The Exchange Offer--Procedures for
Tendering Old Notes."
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Old
Notes tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever.
If any of the Old Notes tendered hereby are registered in the name of two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Old Notes are registered in different name(s) on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registered holders.
When this Letter of Transmittal is signed by the registered holder(s) of the
Old Notes listed and transmitted by this Letter of Transmittal, no
endorsement(s) of certificate(s) or separate bond power(s) are required unless
New Notes are to be issued in the name of a person other than the registered
holder(s). Signature(s) on the certificate(s) or bond power(s) must be
guaranteed by an Eligible Guarantor Institution.
If a person or persons other than the registered holder(s) of Old Notes
signs the Letter of Transmittal, certificates for the Old Notes must be
endorsed or accompanied by appropriate bond powers, signed exactly as the name
or names of the registered holder(s) that appears on the certificates for the
Old Notes and also must be accompanied by any opinions of counsel,
certifications and other information as URS Corporation may require in
accordance with the restrictions on transfer applicable to the Old Notes.
Signatures on certificates or bond powers must be guaranteed by an Eligible
Guarantor Institution.
If you are a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation, or act in a similar fiduciary or representative
capacity, and wish to sign this Letter of Transmittal or any certificates for
Old Notes or bond powers, you must indicate your status when signing. If you
are acting in any of these capacities, you must submit proper evidence
satisfactory to us of your authority to so act unless we waive this
requirement.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Notes are to be issued
in the name of a person other than the signer of this Letter of Transmittal,
or if New Notes are to be delivered to someone other than the signer of this
Letter of Transmittal or to an address other than that shown above, the
appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Old Notes not exchanged will be returned by mail or, if
tendered by book-entry transfer, by crediting the account indicated above
maintained with The Depository Trust Company. See Instruction 4.
7. IRREGULARITIES. All questions as to the validity, form, eligibility--
including time of receipt--and acceptance of Old Notes tendered for exchange
will be determined by URS Corporation in its sole discretion. Our
determination will be final and binding. We reserve the absolute right to
reject any and all tenders of Old Notes improperly tendered or to not accept
any Old Notes, the acceptance of which might be unlawful as determined by us
or our counsel. We also reserve the absolute right to waive any defects or
irregularities or conditions of the Exchange Offer as to any Old Notes either
before or after the expiration of the Exchange Offer--including the right to
waive the ineligibility of any holder who seeks to tender Old Notes in the
Exchange Offer. Our interpretation of the terms and conditions of the Exchange
Offer as to any particular Old Notes either before or after the expiration of
the Exchange Offer--including the terms and conditions of the Letter of
Transmittal and the accompanying instructions--will be final and binding.
Unless waived, any defects or irregularities in connection with tenders of Old
Notes for exchange must be cured within a reasonable period of
12
time, as determined by us. Neither we, the Exchange Agent nor any other person
has any duty to give notification of any defect or irregularity with respect
to any tender of Old Notes for exchange, nor will we have any liability for
failure to give such notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and
requests for assistance may be directed to the Exchange Agent at the addresses
and telephone number listed on the front of this Letter of Transmittal.
Additional copies of the Prospectus, this Letter of Transmittal or the Notice
of Guaranteed Delivery may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, trust company or other nominee.
9. TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Federal income tax
law generally requires that a tendering holder whose Old Notes are accepted
for exchange must provide the Exchange Agent (as payor) with such holder's
correct Taxpayer Identification Number (a "TIN"), which, in the case of a
holder who is an individual, is such holder's social security number. If the
Exchange Agent is not provided with the correct TIN or an adequate basis for
an exemption, such holder may be subject to a $50 penalty imposed by the
Internal Revenue Service and backup withholding in an amount equal to 31% of
the amount of any reportable payments made after the exchange to such
tendering holder. If withholding results in an overpayment of taxes, a refund
may be obtained.
To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the "Substitute Form W-9" set forth herein,
certifying that the TIN provided is correct (or that such Holder is awaiting a
TIN) and that (i) the Holder is exempt from backup withholding, (ii) the
holder has not been notified by the Internal Revenue Service that such holder
is subject to backup withholding as a result of a failure to report all
interest or dividends or (iii) the Internal Revenue Service has notified the
holder that such holder is no longer subject to backup withholding.
Exempt holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt
Holder should write "Exempt" in Part 2 of Substitute Form W-9. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (the "W-9 Guidelines") for additional instructions. In
order for a nonresident alien or foreign entity to qualify as exempt, such
person must submit a completed Form W-8, "Certificate of Foreign Status,"
signed under penalty of perjury attesting to such exempt status. Such form may
be obtained from the Exchange Agent.
If the Old Notes are held in more than one name or are not in the name of
the actual owner, consult the W-9 Guidelines for information on which TIN to
report.
If the holder does not have a TIN, such holder should consult the W-9
Guidelines for instructions on applying for a TIN, write "Applied For" in the
space for the TIN in Part 1 of the Substitute Form W-9, and sign and date the
Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification
Number set forth herein. If the holder does not provide such holder's TIN to
the Exchange Agent within 60 days, backup withholding will begin and continue
until such holder furnishes such holder's TIN to the Exchange Agent. Note:
Writing "Applied For" on the form means that the holder has already applied
for a TIN or that such holder intends to apply for one in the near future.
10. WAIVER OF CONDITIONS. URS Corporation's obligation to complete the
Exchange Offer is subject to the conditions described in the Prospectus under
the caption "The Exchange Offer--Conditions to the Exchange Offer." These
conditions are for our benefit only and we may assert them regardless of the
circumstances giving rise to any condition. We may also waive any condition in
whole or in part at any time in our sole discretion. Our failure at any time
to exercise any of the foregoing rights will not constitute a waiver of that
right and each right is an ongoing right that we may assert at any time.
11. NO CONDITIONAL TENDERS. No alternative, conditional or contingent
tenders will be accepted. All tendering holders of Old Notes, by execution of
this Letter of Transmittal, waive any right to receive notice of the
acceptance of Old Notes for exchange.
13
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Old Notes have been lost, destroyed or stolen, the holder should
check the box above regarding lost, destroyed or stolen certificates and
promptly notify the Exchange Agent. The holder will then be instructed as to
the steps that must be taken in order to replace the certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed or stolen certificate(s) have been
followed.
13. TRANSFER TAXES. URS Corporation will pay all transfer taxes, if any,
applicable to the transfer of Old Notes to it or its order pursuant to the
Exchange Offer. If, however, New Notes and/or substitute Old Notes not
exchanged are to be delivered to, or are to be registered or issued in the
name of, any person other than the registered holder of the Old Notes tendered
hereby, or if tendered Old Notes are registered in the name of any person
other than the person signing this Letter, or if a transfer tax is imposed for
any reason other than the transfer of Old Notes to URS Corporation or its
order pursuant to the Exchange Offer, the amount of any such transfer taxes
(whether imposed on the registered holder or any other persons) will be
payable by the tendering holder. If satisfactory evidence of payment of such
taxes or exemption therefrom is not submitted herewith, the amount of such
transfer taxes will be billed directly to such tendering holder. Except as
provided in this Instruction 13, it will not be necessary for transfer tax
stamps to be affixed to the Old Notes specified in this Letter of Transmittal.
IMPORTANT: Unless you comply with the Guaranteed Delivery Procedures
described above, this Letter of Transmittal (or a facsimile of this Letter of
Transmittal), or, in the case of Old Notes tendered by book-entry transfer to
the Exchange Agent's account at The Depository Trust Company, an Agent's
Message instead of this Letter of Transmittal, and all other required
documents must be received by the Exchange Agent on or prior to the expiration
of the Exchange Offer.
14