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): August 18, 1997
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
This Form 8-K contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
discussed here. Factors that might cause such a difference include, but are not
limited to, those discussed in the Company's Form 10-K for the fiscal year ended
October 31, 1996, the Company's Form 10-Q for the second quarter ended April 30,
1997 (the "10-Q") and those incorporated by reference in the 10-Q from the
Company's Form S-8 Registration Statement, as amended (File No. 33-61230), filed
with the Securities and Exchange Commission.
Item 5. Other Events
On August 18, 1997, URS Corporation ("URS") and Woodward-Clyde Group, Inc.
("Woodward-Clyde") executed an Agreement and Plan of Merger, dated as of August
18, 1997 (the "Agreement"), pursuant to which Woodward-Clyde will be merged with
and into a wholly-owned subsidiary of URS (the "Merger"). The Agreement provides
that Woodward-Clyde stockholders will receive $100,000,000, comprised of URS
common stock valued at $65,000,000 and cash in the amount of $35,000,000,
subject to adjustments in certain circumstances. As a result of the Merger,
Woodward-Clyde will become a wholly-owned subsidiary of URS. The transaction
remains subject to URS and Woodward-Clyde stockholder approval and other closing
conditions.
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 as of August 18,
1997 between URS Corporation, Woodward-Clyde Group,
Inc. and W-C Acquisition Corporation
99.1 Press Release, dated August 19, 1997
2.
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: August 18, 1997 By:/s/ Kent P. Ainsworth
---------------------
Kent P. Ainsworth
Executive Vice President
Chief Financial Officer and Secretary
3.
EXHIBIT INDEX
Exhibit Page
Number Description Number
- ------ ----------- ------
2.1 Agreement and Plan of Merger dated as of 6
August 18, 1997 between URS Corporation,
Woodward-Clyde Group, Inc. and W-C Acquisition
Corporation
99.1 Press Release, dated August 19, 1997 72
4.