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): June 7, 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 signed a definitive agreement under which URS will acquire
Dames & Moore for $16 per share in cash. In connection with the acquisition and
the related financing, URS prepared unaudited pro forma combined financial
information which is included as Exhibit 99.1 to this Form 8-K. References to
the "Combined Company" refer to URS and Dames & Moore after giving effect to the
Dames & Moore acquisition.
Robert D. Glynn, Jr. resigned as a director of URS Corporation as of June 2,
1999 due to his concerns about potential future competition in the energy
services market between the Combined Company and PG&E Corporation, of which Mr.
Glynn is the Chairman, President and Chief Executive Officer.
This Form 8-K, including the exhibit, contains "forward-looking statements"
within the meaning of the securities laws, including statements about the Dames
& Moore acquisition and the unaudited pro forma combined financial information
of the Combined Company. URS believes that its expectations are reasonable and
are based on reasonable assumptions. However, risks and uncertainties relating
to future events that could cause actual results to differ materially from URS'
expections include URS' ability to consummate the Dames & Moore acquisition and
the related financing, URS' dependancy on government programs and contracts,
competitive practices in the industry, URS' ability to attract and retain
qualified professionals, exposure to potential liability, and other factors
discussed more fully in URS' 1998 Form 10-K and other publicly available reports
filed with the Securities and Exchange Commission from time to time. URS does
not intend, and assumes no obligation, to update any forward-looking statements.
Item 7. Exhibits
Exhibit Number Exhibit
99.1 Unaudited Pro Forma Combined Financial Information
of URS and Dames & Moore
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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: June 8, 1999 By: /s/ Kent P. Ainsworth
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Kent P. Ainsworth
Executive Vice President
Chief Financial Officer and Secretary
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
99.1 Unaudited Pro Forma Combined Financial Information of URS and Dames &
Moore
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