SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DAMES & MOORE GROUP
(Name Of Subject Company)
DAMES & MOORE GROUP
(Name Of Person Filing Statement)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title Of Class Of Securities)
235713-10-4
(Cusip Number Of Class Of Securities)
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ARTHUR C. DARROW
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
DAMES & MOORE GROUP
911 WILSHIRE BOULEVARD, #700
LOS ANGELES, CALIFORNIA 90017
(213) 996-2000
(Name, Address And Telephone Number Of Person Authorized To
Receive Notice And Communications On Behalf Of Person(s) Filing Statement)
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COPIES TO:
JOHN M. NEWELL, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90017
(213) 485-1234
This statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
(the "Commission") on May 11, 1999 by Dames & Moore Group, a Delaware
corporation (the "Company")(the "Schedule 14D-9") relating to the cash tender
offer by Demeter Acquisition Corporation, a Delaware corporation (the
"Purchaser"), a wholly owned subsidiary of URS Corporation, a Delaware
corporation ("Parent"), to purchase all outstanding shares of Common Stock,
par value $0.01 per share (the "Common Stock"), at a price of $16.00 per
share, net to the seller in cash (subject to applicable withholding of
taxes), without any interest, upon the terms and subject to the conditions
set forth in the Purchaser's Offer to Purchase dated May 11, 1999, and the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). Capitalized terms
used and not defined herein shall have the meanings given to them in the
Offer to Purchase.
ITEM 8. THE SOLICITATION OR RECOMMENDATION.
The response to Item 8 is hereby amended by adding the following after
the final paragraph of Item 8(d):
On May 18, 1999, the Company issued a press release announcing the
Federal Trade Commission has granted early termination of the required
waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, with respect to the pending acquisition of the Company's
Common Stock by the Purchaser and Parent and with respect to the Equity
Contribution. A copy of the press release is filed as Exhibit 6 hereto and is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 6. Press Release issued by the Company and Parent on May 18, 1999.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this Amendment
No. 1 is true, complete and correct.
Dated: May 18, 1999
DAMES & MOORE GROUP
By: /s/ MARK A. SNELL
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Mark A. Snell
Executive Vice President and
Chief Financial Officer