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 1, 2002 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 5. OTHER EVENTS On August 1, 2002, we issued a press release announcing our intention to offer senior notes for sale in a private placement, subject to market and other conditions. Attached hereto as Exhibit 99.1 is our press release dated August 1, 2002. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press release dated August 1, 2002 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 5, 2002 By: /s/ David C. Nelson -------------------------------------- David C. Nelson Vice President and Corporate Treasurer 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press release dated August 1, 2002 4