EXHIBIT 4.3
AMENDMENT TO RIGHTS AGREEMENT
This Amendment, dated as of May 5, 1999 (this "Amendment"), to that
certain Rights Agreement dated as of March 28, 1997, as amended by the First
Amendment, dated as of November 19, 1998 (as amended, the "Rights
Agreement"), is made by and between Dames & Moore Group, a Delaware
corporation (the "Company"), and ChaseMellon Shareholder Services LLC, a New
Jersey limited liability company, as Rights Agent (the "Rights Agent").
WHEREAS, the Board of Directors of the Company has approved and adopted
this Amendment;
WHEREAS, the Company has authorized certain of its officers and directors
to execute this Amendment on its behalf;
NOW THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. The Rights Agreement is hereby amended by
(a) deleting Subsection 1.1 thereof in its entirety and replacing
such section with the following:
"Acquiring Person" shall mean any Person (as such term is hereinafter
defined) who or which, together with all Affiliates and Associates (as
such terms are hereinafter defined) of such Person, shall be the
Beneficial Owner (as such term is hereinafter defined) of 15% or more
of the Common Shares of the Company then outstanding, but shall not
include the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or of any Subsidiary of the Company, any
entity holding shares of capital stock of the Company for or pursuant
to the terms of any such plan, in its capacity as an agent or trustee
for any such plan or URS Corporation, a Delaware corporation and its
Affiliates and Associates ("URS") and Demeter Acquisition Corporation,
a Delaware corporation and its Affiliates and Associates ("Demeter");
PROVIDED, HOWEVER, that each of URS and Demeter shall be excepted from
the definition of Acquiring Person only to the extent each is a
Beneficial Owner of Common Shares of the Company as a result of the
approval, execution and delivery of, or consummation of the
transactions contemplated by, that certain Agreement and Plan of
Merger among the Company, URS and Demeter dated as of May 5, 1999.
Notwithstanding the foregoing, no Person shall become an "Acquiring
Person" as the result of an acquisition of Common Shares by the
Company which, by reducing the number of shares outstanding, increases
the proportionate number of shares beneficially owned by such Person
to 15% or more of the Common Shares of the Company then outstanding;
PROVIDED, HOWEVER, that if a Person shall become the Beneficial Owner
of 15% or more of the
Common Shares of the Company then outstanding by reason of share
purchases by the Company and shall, after such share purchases by
the Company, become the Beneficial Owner of any additional Common
Shares of the Company, then such Person shall be deemed to be an
"Acquiring Person". Notwithstanding the foregoing, if the Board of
Directors of the Company determines in good faith that a Person who
would otherwise be an "Acquiring Person", as defined pursuant to
the foregoing provisions of this Section 1.1, has become such
inadvertently, and such Person divests as promptly as practicable a
sufficient number of Common Shares so that such Person would no
longer be an "Acquiring Person," as defined pursuant to the
foregoing provisions of this Section 1.1, then such Person shall
not be deemed to be an "Acquiring Person" at any time for any purposes
of this Agreement."
(b) adding the following sentence to the end of Section 20.3:
In no case will the Rights Agent be liable for special, indirect,
punitive, incidental or consequential loss or damages of any kind
whatsoever (including without limitation lost profits), even if
the Rights Agent has been advised of the possibility of such
damages.
(c) adding Section 35 as follows:
Section 35. NO OCCURRENCE OF DISTRIBUTION DATE. Notwithstanding
anything to the contrary herein, no Distribution Date will occur upon
(i) the execution or delivery of that certain Agreement and Plan of
Merger among the Company, URS, and Demeter dated as of May 5, 1999, or
(ii) the consummation of the transactions contemplated thereby."
2. Except as expressly amended by this Amendment, the terms and
provisions of the Rights Agreement shall remain in effect as they were in effect
immediately prior to the date hereof.
3. All amendments made herein shall be effective as of the date hereof.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by
the undersigned duly authorized officer of the Company.
DAMES & MOORE GROUP
By: /s/ MARK SNELL
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Name: Mark Snell
Title: Executive Vice President and
Chief Financial Officer
CHASEMELLON SHAREHOLDER
SERVICES LLC
By: /s/ JEFF SEADSCHLAG
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Name: JEFF SEADSCHLAG
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Title: VICE PRESIDENT
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