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): November 14, 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
Item 2. Acquisition or Disposition of Assets
(a) On November 14, 1997, URS Corporation, a Delaware corporation
("URS"), concluded a transaction pursuant to the terms of an Agreement and Plan
of Merger dated August 18, 1997 (the "Merger Agreement"), by and among URS,
Woodward-Clyde Group, Inc., a Delaware corporation ("Woodward-Clyde"), and W-C
Acquisition Corporation, a Delaware corporation ("Acquisition Corp."), whereby
Woodward-Clyde was merged with and into Acquisition Corp., with Acquisition
Corp. as the surviving corporation (the "Merger"). As a result of the Merger,
Woodward-Clyde became a wholly-owned subsidiary of URS. The execution of the
Merger Agreement was previously reported in a Current Report on Form 8-K filed
by URS on August 21, 1997.
Pursuant to the terms of the Merger Agreement and by virtue of
the Merger, each share of the Common Stock of Woodward-Clyde outstanding
immediately prior to the consummation of the Merger has been converted into the
right to receive $13.59 in cash plus 2.059289 shares of the Common Stock of URS,
and all outstanding shares of Woodward-Clyde Preferred Stock outstanding
immediately prior to the consummation of the Merger have been converted into the
right to receive $8,306,130 in cash. The shares of URS Common Stock issued in
the Merger have been listed with the New York Stock Exchange and the Pacific
Exchange. The Merger was approved by the stockholders of URS and Woodward-Clyde
at special stockholder meetings held on November 13, 1997.
In addition, on November 14, 1997, URS obtained financing
pursuant to the terms of a Credit Agreement dated as of November 14, 1997 (the
"Credit Agreement") between URS, as borrower, the financial institutions listed
therein, as lenders (the "Lenders"), and Wells Fargo Bank, National
Administration, as Administrative Agent on behalf of the Lenders. Pursuant to
the terms of the Credit Agreement, the Lenders have made the following loans to
URS to finance some of the cash portion of the Merger and to provide for the
working capital needs of URS thereafter: a $40 million revolving credit facility
expiring October 31, 2002 and a $110 million term loan maturing October 31, 2004
(the "URS Loans"). The URS Loans will be secured by guarantees from and pledges
of the stock of certain of URS's and Woodward-Clyde's subsidiaries and will
replace URS's current secured credit facility. It is expected that the facility
will be syndicated to include other lenders.
(b) A portion of the assets of Woodward-Clyde comprise physical
property and equipment used in Woodward-Clyde's ongoing engineering and
consulting operations. URS intends to continue to use such assets for the
purposes for which such assets have been used in the past.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired. The following audited
consolidated financial statements of Woodward-Clyde and its subsidiaries and the
accompanying notes, as previously included in the Joint Proxy
Statement/Prospectus (the "Proxy Statement") filed as Part I of URS's
Registration Statement on Form S-4 (Registration Statement 333-37531) filed
2.
on October 9, 1997, as amended by that Pre-Effective Amendment No. 1 to
Registration Statement on Form S-4 filed on October 10, 1997 (the "Form S-4"),
are hereby incorporated by reference herein as Exhibit 99.2 of this Current
Report on Form 8-K:
(1) Report of Independent Auditors.
(2) Audited Consolidated Statements of Financial Position
as of December 31, 1996 and 1995.
(3) Audited Consolidated Statements of Income for the
years ended December 31, 1996, 1995 and 1994.
(4) Audited Consolidated Statements of Shareholders'
Equity for the years ended December 31, 1996, 1995
and 1994.
(5) Audited Consolidated Statements of Cash Flows for the
years ended December 31, 1996, 1995 and 1994.
(6) Notes to Consolidated Financial Statements.
The following interim period financial information and the accompanying
explanatory information and notes are filed herewith as Exhibit 99.3 of this
Current Report on Form 8-K:
(1) Unaudited Consolidated Statements of Financial
Position as of September 30, 1997.
(2) Unaudited Consolidated Statements of Operations for
the nine months ended September 30, 1997 and 1996.
(3) Unaudited Consolidated Statements of Cash Flows for
the nine months ended September 30, 1997 and 1996.
(4) Notes to Consolidated Unaudited Financial Statements.
(b) Pro Forma Financial Information. The following pro forma financial
information and the accompanying explanatory information and notes, as
previously included in the Proxy Statement filed as Part I of the Form S-4, are
hereby incorporated by reference herein as Exhibit 99.4 of this Current Report
on Form 8-K:
(1) Unaudited Pro Forma Combined Condensed Balance Sheet
as of July 31, 1997.
(2) Unaudited Pro Forma Combined Condensed Statement of
Operations for the year ended October 31, 1996.
3.
(3) Unaudited Pro Forma Combined Condensed Statement of
Operations for the nine months ended July 31, 1997.
(c) Exhibits. 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 August
18, 1997, by and among URS Corporation,
Woodward-Clyde Group, Inc. and W-C
Acquisition Corporation, filed as Exhibit
2.1 to the Company's Current Report on Form
8-K filed on August 21, 1997 and
incorporated herein by reference.
2.2 Credit Agreement dated as of November 14,
1997 between URS Corporation, the Lenders
named therein and Wells Fargo Bank, National
Administration, as Administrative Agent on
behalf of the Lenders. FILED HEREWITH.
23.1 Consent of Ernst & Young LLP. FILED
HEREWITH.
99.1 Press Release, dated November 17, 1997.
FILED HEREWITH.
99.2 The following audited consolidated financial
statements of Woodward-Clyde and its
subsidiaries and the accompanying notes
previously included in the Proxy Statement
filed as Part I of the Form S-4 are
incorporated herein by reference:
(1) Report of Independent Auditors.
(2) Audited Consolidated Statements of
Financial Position as of December
31, 1996 and 1995.
(3) Audited Consolidated Statements of
Income for the years ended December
31, 1996, 1995 and 1994.
(4) Audited Consolidated Statements of
Shareholders' Equity for the years
ended December 31, 1996, 1995 and
1994.
4.
(5) Audited Consolidated Statements of
Cash Flows for the years ended
December 31, 1996, 1995 and 1994.
(6) Notes to Consolidated Financial
Statements.
99.3 The following interim period financial
information and the accompanying explanatory
information and notes are filed herewith as
Exhibit 99.3 of this Current Report on Form
8-K:
(1) Unaudited Consolidated Statements of
Financial Position as of September
30, 1997.
(2) Unaudited Consolidated Statements of
Operations for the nine months ended
September 30, 1997 and 1996.
(3) Unaudited Consolidated Statements of
Cash Flows for the nine months ended
September 30, 1997 and 1996.
(4) Notes to Consolidated Unaudited
Financial Statements.
99.4 The following pro forma financial
information and the accompanying explanatory
information and notes previously included in
the Proxy Statement filed as Part I of the
Form S-4 are incorporated herein by
reference:
(1) Unaudited Pro Forma Combined
Condensed Balance Sheet as of July
31, 1997.
(2) Unaudited Pro Forma Combined
Condensed Statement of Operations
for the year ended October 31, 1996.
(3) Unaudited Pro Forma Combined
Condensed Statement of Operations
for the nine months ended July 31,
1997.
5.
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: November 26, 1997 By: /s/ Kent P. Ainsworth
-------------------------------------
Kent P. Ainsworth
Executive Vice President
Chief Financial Officer and Secretary
6.
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
2.1 Agreement and Plan of Merger dated August
18, 1997, by and among URS Corporation,
Woodward-Clyde Group, Inc. and W-C
Acquisition Corporation, filed as Exhibit
2.1 to the Company's Current Report on Form
8-K filed on August 21, 1997 and
incorporated herein by reference.
2.2 Credit Agreement dated as of November 14,
1997 between URS Corporation, the Lenders
named therein and Wells Fargo Bank, National
Administration, as Administrative Agent on
behalf of the Lenders. FILED HEREWITH.
23.1 Consent of Ernst & Young LLP. FILED
HEREWITH.
99.1 Press Release, dated November 17, 1997.
FILED HEREWITH.
99.2 The following audited consolidated financial
statements of Woodward-Clyde and its
subsidiaries and the accompanying notes
previously included in the Proxy Statement
filed as Part I of the Form S-4 are
incorporated herein by reference:
(1) Report of Independent Auditors.
(2) Audited Consolidated Statements of
Financial Position as of December
31, 1996 and 1995.
(3) Audited Consolidated Statements of
Income for the years ended December
31, 1996, 1995 and 1994.
(4) Audited Consolidated Statements of
Shareholders' Equity for the years
ended December 31, 1996, 1995 and
1994.
7.
(5) Audited Consolidated Statements of
Cash Flows for the years ended
December 31, 1996, 1995 and 1994.
(6) Notes to Consolidated Financial
Statements.
99.3 The following interim period financial
information and the accompanying explanatory
information and notes are filed herewith as
Exhibit 99.3 of this Current Report on Form
8-K:
(1) Unaudited Consolidated Statements of
Financial Position as of September
30, 1997.
(2) Unaudited Consolidated Statements of
Operations for the nine months ended
September 30, 1997 and 1996.
(3) Unaudited Consolidated Statements of
Cash Flows for the nine months ended
September 30, 1997 and 1996.
(4) Notes to Consolidated Unaudited
Financial Statements.
99.4 The following pro forma financial
information and the accompanying explanatory
information and notes previously included in
the Proxy Statement filed as Part I of the
Form S-4 are incorporated herein by
reference:
(1) Unaudited Pro Forma Combined
Condensed Balance Sheet as of July
31, 1997.
(2) Unaudited Pro Forma Combined
Condensed Statement of Operations
for the year ended October 31, 1996.
(3) Unaudited Pro Forma Combined
Condensed Statement of Operations
for the nine months ended July 31,
1997.
8.