SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: March 24, 1997
Date of earliest
event reported: March 14, 1997
Dames & Moore, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-11075 95-4316617
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
911 Wilshire Blvd., Ste. 700, Los Angeles, California 90017
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(Address of principal executive offices) (Zip Code)
(213) 683-1560
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(Registrant's telephone number, including area code)
N/A
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(former name or former address, if changed since last report)
Item 5. OTHER EVENTS.
On March 14, 1997 the Board of Directors of Dames & Moore, Inc. (the
"Company") declared a dividend of one preferred stock purchase right (the
"Rights") on each outstanding share of Company common stock, $0.01 par value per
share (the "Common Stock"), payable to stockholders of record on March 28, 1997.
Each Right will entitle the holder thereof after the Rights become exercisable
and until March 28, 2007 (or the earlier redemption, exchange or termination of
the Rights), to buy one two-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $0.01 per share (the "Preferred
Shares"), at an exercise price of $65, subject to certain antidilution
adjustments (the "Purchase Price"). The Rights will be represented by the
Common Stock certificates and will not be exercisable or transferable apart from
the Common Stock until the earlier of (i) the tenth day after the public
announcement that a Person or group has become an Acquiring Person (a Person who
has acquired, or obtained the right to acquire, beneficial ownership of 15% or
more of the Common Stock), or (ii) the tenth day (or such later date as a
majority of disinterested directors shall approve prior to such time as any
Person becomes an Acquiring Person) after a Person or group commences, or
announces an intention to commence, a tender or exchange offer, the consummation
of which would result in the beneficial ownership by a Person or group of 15% or
more of the then outstanding Common Stock (the earlier of (i) and (ii) being
called herein the "Distribution Date"). As soon as practicable following the
Distribution Date, separate certificates representing the Rights will be mailed
to holders of the Common Stock as of the close of business on the Distribution
Date. The Rights will first become exercisable on the Distribution Date, unless
earlier redeemed or exchanged, and may then begin trading separately from the
Common Stock. The Rights will at no time have any voting rights.
In the event that a Person were to become an Acquiring Person (except
pursuant to certain cash offers for all outstanding Common Stock approved by the
Board of Directors of the Company) or if the Company were the surviving
corporation in a merger and its Common Stock were not changed or exchanged, each
holder of a Right, other than Rights that are or were acquired or beneficially
owned by the Acquiring Person (which Rights will thereafter be void), will
thereafter have the right to receive upon exercise that number of shares of
Common Stock having a market value of two times the then-current exercise price
of one Right. With certain exceptions, in the event that (i) the Company were
acquired in a merger or other business combination transaction in which the
Company is not the surviving corporation or its Common Stock is changed or
exchanged (other than a merger which follows certain cash offers for all
outstanding Common Stock approved by the Board) or (ii) more than 50% of the
Company's assets or earning power were sold, proper provision shall be made so
that each holder of a Right (except Rights which previously have been voided as
set forth above) shall thereafter have the right to receive, upon exercise
thereof, that number of shares of common stock of the acquiring company which at
the time of such transaction would have a market value of two times the
then-current exercise price of one Right.
At any time after a Person has become an Acquiring Person and prior to
the acquisition of 50% or more of the then-outstanding Common Stock by such
Acquiring Person,
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the Board of Directors may cause the Company to acquire the Rights (other than
Rights owned by an Acquiring Person which have become void), in whole or in
part, in exchange for that number of shares of Common Stock having an aggregate
value equal to the excess of the value of the Common Stock issuable upon
exercise of a Right after a Person becomes an Acquiring Person over the Purchase
Price.
The Rights are redeemable in whole, but not in part, at $0.01 per
Right, subject to certain antidilution adjustments, prior to the earlier of (i)
the close of business on the 10th day following the first date of public
announcement that a Person or group has become an Acquiring Person or (ii) the
final expiration date of the Rights. The Rights will expire on March 28, 2007
(unless earlier redeemed or exchanged). ChaseMellon Shareholder Services LLC is
the Rights Agent.
The Purchase Price payable, and the number of shares of Preferred
Shares or other securities or property issuable upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase the Preferred Shares or
convertible securities at less than the current market price of the Preferred
Shares, or (iii) upon the distribution to holders of the Preferred Shares of
evidences of indebtedness, cash, securities or assets (excluding regular
periodic cash dividends at a rate not in excess of 125% of the last regular
periodic cash dividend theretofore paid or, in case regular periodic dividends
have not theretofore been paid, at a rate not in excess of 50% of the average
net income per share of the Company for the four quarters ended immediately
prior to the payment of such dividend, or dividends payable in the Preferred
Shares) or of subscription rights or warrants (other than those referred to
above). No adjustments in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase Price.
As of March 17, 1997, there were 18,011,948 shares of Common Stock
outstanding, 2,274,692 shares reserved for distribution under the Company's 1991
Amended and Restated Long Term Incentive Plan and 50,000 shares reserved for
distribution under the Company's 1995 Stock Option Plan for Non-Employee
Directors. One Right will be distributed to stockholders of the Company for
each share of Common Stock owned of record by them on March 28, 1997. As long
as the Rights are attached to the Common Stock, the Company will issue one Right
with each new share of Common Stock so that all such shares will have attached
Rights. Approximately 135,000 Preferred Shares have been reserved for issuance
upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a Person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to an
offer conditioned on a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors prior to the time that a Person or group has become an
Acquiring Person, as the Rights may be redeemed by the Company at $0.01 per
Right prior to such time.
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The Rights Agreement, dated as of March 28, 1997 between the Company
and ChaseMellon Shareholder Services LLC specifying the terms of the Rights,
the text of the press release announcing the declaration of the Rights and the
form of letter to the holders of the Company's Common Stock are attached hereto
as exhibits and are incorporated herein by reference. The foregoing description
of the Rights is qualified by reference to such exhibits. All capitalized
terms used herein without definition shall have the meanings assigned to them
in the Rights Agreement.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
4.1 Rights Agreement, dated as of March 28, 1997 between Dames & Moore,
Inc. and ChaseMellon Shareholder Services LLC, which includes the form
of Certificate of Designations of Series A Junior Participating
Preferred Stock of Dames & Moore, Inc. as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of Share Purchase Rights
Plans as Exhibit C.
99.1 Text of Press Release, dated March 14, 1997.
99.2 Form of Letter to the holders of Dames & Moore, Inc. Common Stock.
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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.
DAMES & MOORE, INC.
Dated: March 24, 1997 By /S/ Mark Snell
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Name: Mark Snell
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
4.1 Rights Agreement, dated as of March 28, 1997 between Dames & Moore,
Inc. and ChaseMellon Shareholder Services LLC, which includes the form
of Certificate of Designations of Series A Junior Participating
Preferred Stock of Dames & Moore, Inc. as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of Share Purchase Rights
Plans as Exhibit C.
99.1 Text of Press Release, dated March 14, 1997.
99.2 Form of Letter to the holders of Dames & Moore, Inc. Common Stock.
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