SECURITIES EXCHANGE AND COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 1999
URS Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-7567 94-1381538
(Commission File No.) (I.R.S. Employer Identification No.)
100 California Street, Suite 500,
San Francisco, California 94111-4529
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (415) 774-2700
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Item 5. Other Events
URS Corporation ("URS") and Dames & Moore Group ("Dames & Moore") announced on
May 5, 1999 that they have signed a definitive agreement under which URS will
acquire Dames & Moore for $16 per share in cash, or a total of approximately
$300 million, plus the assumption of approximately $300 million of debt for a
total transaction value of $600 million. URS expects to commence a tender offer
for all of Dames & Moore's common shares on or before May 11, 1999. Following
the close of the tender offer, Dames & Moore will merge with a subsidiary of
URS. The transaction is subject to the expiration or early termination of the
appropriate waiting period under the Hart-Scott-Rodino Act, the receipt of a
majority of Dames & Moore's shares in the tender and typical funding conditions.
URS has arranged for firm commitments to finance the transaction with a
combination of $550 million of senior bank debt arranged by Wells Fargo Bank,
N.A., $200 million of subordinated debt underwritten by Morgan Stanley Dean
Witter and $100 million from a private placement of preferred stock with Richard
C. Blum & Associates. Financing proceeds in excess of the purchase price will
be used to repay existing URS and Dames & Moore debt and for working capital
purposes.
Item 7. Financial Statements and Exhibits
(c) The following exhibits are furnished in accordance with the
provisions of Item 601 of Regulation S-K:
Exhibit Number Exhibit
2.1 Agreement and Plan of Merger, dated May 5, 1999,
among Dames & Moore Group, URS Corporation and
Demeter Acquisition Corporation
2.2 Commitment Letter, dated May 3, 1999, from Wells
Fargo Bank, N.A. to URS Corporation
2.3 Commitment Letter, dated May 3, 1999, from
Morgan Stanley & Co. Incorporated to URS
Corporation
2.4 Securities Purchase Agreement, dated May 5,
1999, by and between RCBA Strategic Partners,
L.P. and URS Corporation
99.1 Press Release, dated May 5, 1999
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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, thereunto duly authorized.
URS Corporation
Dated: May 6, 1999 By: /s/ Kent P. Ainsworth
---------------------
Kent P. Ainsworth
Executive Vice President
Chief Financial Officer and Secretary
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
2.1 Agreement and Plan of Merger, dated May 5, 1999, among Dames & Moore
Group, URS Corporation and Demeter Acquisition Corporation
2.2 Commitment Letter, dated May 3, 1999, from Wells Fargo Bank, N.A. to
URS Corporation
2.3 Commitment Letter, dated May 3, 1999, from Morgan Stanley & Co.
Incorporated to URS Corporation
2.4 Securities Purchase Agreement, dated May 5, 1999, by and between RCBA
Strategic Partners, L.P. and URS Corporation
99.1 Press Release, dated May 5, 1999
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