EXHIBIT 99.4
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,
for all Issued and Outstanding
12 1/4% Senior Subordinated Notes due 2009
To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
URS Corporation, a Delaware corporation ("URS"), is offering, subject to the
terms and conditions set forth in its Prospectus, dated August 18, 1999 (the
"Prospectus"), relating to the offer (the "Exchange Offer") of URS 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"). The Old Notes were
issued on June 23, 1999 in an offering under Rule 144A of the Securities Act
that was not registered under the Securities Act. The Exchange Offer is being
extended to all holders of the Old Notes in order to satisfy certain
obligations of URS contained in the Registration Rights Agreement, dated as of
June 23, 1999, among URS, certain of its subsidiaries and Morgan Stanley & Co.
Incorporated. The New Notes are substantially identical to the Old Notes,
except that the transfer restrictions and registration rights applicable to
the Old Notes do not apply to the New Notes.
We are requesting that you contact your clients for whom you hold Old Notes
regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold Old Notes registered in your name or in the name of
your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:
1. Prospectus dated August 18, 1999;
2. The Letter of Transmittal for your use and for the information of your
clients;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer
if: (a) certificates for the Old Notes are not immediately available,
(b) time will not permit the certificates for the Old Notes or other
required documents to reach the Exchange Agent before the expiration of
the Exchange Offer or (c) the procedure for book-entry transfer cannot
be completed prior to the expiration of the Exchange Offer;
4. A form of letter that may be sent to your clients for whose account you
hold Old Notes registered in your name or the name of your nominee, with
space provided for obtaining the clients' instructions with respect to
the Exchange Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. Return envelopes addressed to Firstar Bank of Minnesota, N.A., the
Exchange Agent for the Exchange Offer.
Your prompt action is requested. The Exchange Offer will expire at 5:00
P.M., New York City time, on September 16, 1999, unless the Exchange Offer is
extended (as it may be extended, the "Expiration Date"). Old Notes tendered
pursuant to the Exchange Offer may be withdrawn at any time before the
Expiration Date.
Unless a holder of Old Notes complies with the procedures described in the
Prospectus under the caption "Guaranteed Delivery Procedures," the holder must
do one of the following on or prior to the Expiration Date to participate in
the Exchange Offer:
. tender the Old Notes by sending the certificates for the 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 the Letter of Transmittal, to Firstar Bank of
Minnesota, N.A., as Exchange Agent, at one of the addresses listed in the
Prospectus under the caption "Exchange Agent"; or
. tender the Old Notes by using the book-entry procedures described in the
Prospectus under the caption "Book Entry Transfer" and transmitting 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, to the Exchange Agent.
In order for a book-entry transfer to constitute a valid tender of Old Notes
in the Exchange Offer, the Exchange Agent must receive a confirmation of book-
entry transfer (a "Book-Entry Confirmation") of the Old Notes into the
Exchange Agent's account at The Depository Trust Company prior to the
Expiration Date. 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 the tendering holder of
Old Notes that the holder has received and has agreed to be bound by the
Letter of Transmittal.
If a registered holder of Old Notes wishes to tender the Old Notes in the
Exchange Offer, but (a) the certificates for the Old Notes are not immediately
available, (b) time will not permit the certificates for the Old Notes or
other required documents to reach the Exchange Agent before the Expiration
Date, or (c) the procedure for book-entry transfer cannot be completed before
the Expiration Date, a tender of Old Notes may be effected by following the
Guaranteed Delivery Procedures described in the Prospectus under the caption
"The Exchange Offer--Guaranteed Delivery Procedures."
URS will, upon request, reimburse brokers, dealers, commercial banks, trust
companies and other nominees for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and the related documents to the
beneficial owners of Old Notes held by them as nominee or in a fiduciary
capacity. URS will pay or cause to be paid all stock transfer taxes applicable
to the exchange of Old Notes in the Exchange Offer, except as set forth in
Instruction 13 of the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to Firstar
Bank of Minnesota, N.A., the Exchange Agent for the Exchange Offer, at its
address and telephone number set forth on the front of the Letter of
Transmittal.
Very truly yours,
URS CORPORATION
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF URS CORPORATION OR THE EXCHANGE AGENT, OR AUTHORIZE YOU
OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF
EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS
EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures