Exhibit 99.3
URS CORPORATION
Notice Of Guaranteed Delivery
This form or one substantially equivalent to this form must be used to
accept the offer (the "Exchange Offer") of URS Corporation 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 its issued and outstanding 12 1/4%
Senior Subordinated Notes due 2009 (the "Old Notes"), which were issued in an
offering under Rule 144A of the Securities Act that were not registered under
the Securities Act. The Exchange Offer will expire at 5:00 p.m., New York City
time, on September 16, 1999, unless extended (as it may be extended, the
"Expiration Date"). As described in the enclosed Prospectus, dated August 18,
1999 (the "Prospectus"), if you are a registered holder of 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 Firstar Bank of Minnesota, N.A., as
exchange agent (the "Exchange Agent"), before the Expiration Date or (3) the
procedure for book-entry transfer cannot be completed before the Expiration
Date, you may effect a tender of your Old Notes if (1) the tender is made
through an Eligible Guarantor Institution (as defined in the Prospectus under
the caption "The Exchange Offer--Procedures for Tendering Old Notes");
(2) prior to the Expiration Date, the Exchange Agent receives from an Eligible
Guarantor Institution a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in this form, 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. These documents may be
sent by overnight courier, registered or certified mail or facsimile
transmission. If you elect to use this procedure, you must also guarantee that
within three New York Stock Exchange, Inc. ("NYSE") trading days after the
date of execution of the Notice of Guaranteed Delivery, the certificates for
all physically tendered Old Notes, in proper form for transfer, or a Book-
Entry Confirmation (as defined in the Prospectus under the caption "The
Exchange Offer--Procedures for Tendering Old Notes") of transfer of the Old
Notes into the Exchange Agent's account at The Depository Trust Company
(including the Agent's Message (as defined in the Prospectus under the caption
"The Exchange Offer--Procedures for Tendering Old Notes") that forms a part of
the Book-Entry Confirmation), as the case may be, a properly completed and
duly executed Letter of Transmittal, with any required signature guarantees,
and all other documents required by the Letter of Transmittal, will be
deposited by the Eligible Guarantor Institution with the Exchange Agent; and
(3) the Exchange Agent receives 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, a properly completed and duly executed
Letter of Transmittal, with any required signature guarantees, and all other
required documents or, in the case of a Book-Entry Confirmation, a properly
completed and duly executed Letter of Transmittal, with any required signature
guarantees, or an Agent's Message instead of the Letter of Transmittal, in
each case, within three NYSE trading days after the date of execution of this
Notice of Guaranteed Delivery.
Delivery to: Firstar Bank of Minnesota, N.A., Exchange Agent
By Regular or Certified Mail: By Facsimile: By Overnight Courier or Hand:
(Eligible Guarantor Institutions Only)
Firstar Bank of Minnesota, N.A. Firstar Bank of Minnesota, N.A. Firstar Bank of Minnesota, 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
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Delivery of a Letter of Transmittal or Agent's Message to an address other
than the address listed above or transmission of instructions by facsimile
other than as set forth above is not valid delivery of the Letter of
Transmittal or Agent's Message.
Ladies and Gentlemen:
Subject to the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to URS
Corporation the principal amount of Old Notes set forth below pursuant to the
guaranteed delivery procedure described in the Prospectus under the caption
"The Exchange Offer-- Guaranteed Delivery Procedures."
- --------------------------------------------------------------------------------
Principal Amount of Old Notes If Old Notes will be delivered by
Tendered:* book-entry transfer to The
$____________________________________ Depository Trust Company, provide
Certificate Nos. (if available): account number.
_______________________________________ Account Number_______________________
Total Principal Amount Represented
by
Old Notes Certificate(s):
$____________________________________
- -------------------------------------------------------------------------------
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
- -------------------------------------------------------------------------------
PLEASE SIGN HERE
X ____________________________ ____________
X ____________________________ ____________
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number: ( )
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Must be signed by the holder(s) of Old Notes as their name(s) appear(s) on
certificates for Old Notes or on a security position listing, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below.
- --------
* Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
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Please print name(s) and address(es)
Name(s):
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
Capacity:
___________________________________________________________________
Address(es):
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an Eligible Guarantor Institution, hereby guarantees that
the certificates representing the principal amount of Old Notes tendered
hereby in proper form for transfer, or timely confirmation of the book-entry
transfer of such Old Notes into the Exchange Agent's account at The Depository
Trust Company pursuant to the procedures set forth in the Prospectus under the
caption "The Exchange Offer--Guaranteed Delivery Procedures," together with
any required signature guarantee and any other documents required by the
Letter of Transmittal, will be received by the Exchange Agent at the address
set forth above, no later than three NYSE trading days after the Expiration
Date.
_____________________________________ _____________________________________
Name of Firm Authorized Signature
_____________________________________ _____________________________________
Address Title
_____________________________________ Name: _______________________________
Zip Code (Please Type or Print)
Area Code and Tel. No. ______________ Dated: _______________________________
NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED
LETTER OF TRANSMITTAL.
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