-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, cbxFQpLLgH9JUIHrQFjwW9Yn0Q2wXtSLatT/ST8NEAH9z+YREfuwpWgUAiRolfXQ KhvcHLJs+M00oycHw+G9ww== 0000906344-94-000024.txt : 19941104 0000906344-94-000024.hdr.sgml : 19941104 ACCESSION NUMBER: 0000906344-94-000024 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941102 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: URS CORP /NEW/ CENTRAL INDEX KEY: 0000102379 STANDARD INDUSTRIAL CLASSIFICATION: 8711 IRS NUMBER: 941381538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08539 FILM NUMBER: 94557190 BUSINESS ADDRESS: STREET 1: 100 CALIFORNIA ST STE 500 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4157742700 FORMER COMPANY: FORMER CONFORMED NAME: THORTEC INTERNATIONAL INC DATE OF NAME CHANGE: 19900222 FORMER COMPANY: FORMER CONFORMED NAME: URS CORP /DE/ DATE OF NAME CHANGE: 19871214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY ROBERTSON & FALK CENTRAL INDEX KEY: 0000906344 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 EMBARCADERO CTR 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111-4065 BUSINESS PHONE: 4154341600 SC 13D/A 1 AMENDMENT NO. 19 TO SCHEDULE 13D FOR URS CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 19)* URS CORPORATION (Name of Issuer) Common Stock ($.01 per value) (Title of Class of Securities) 903236-10-7 (CUSIP Number) Donald S. Scherer Howard, Rice, Nemerovski, Canady, Robertson, Falk & Rabkin A Professional Corporation Three Embarcadero Center, Suite 700 San Francisco, CA 94111 (415) 434-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 31, 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . Check the following box if a fee is being paid with this statement . (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). -1- CUSIP No. 903236-10-7 SCHEDULE 13D Page 2 of 15 1 Name of Reporting Person BK CAPITAL PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP IRS Identification No. of Above Person 94-3013688 2 Check the Appropriate Box if a Member of a Group (a) x (b) 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 2,550,193* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 2,550,193* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,550,193* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 32.2%* 14 Type of Reporting Person PN * See response to Item 5. -2- CUSIP No. 903236-10-7 SCHEDULE 13D Page 3 of 15 1 Name of Reporting Person BK CAPITAL PARTNERS II, A CALIFORNIA LIMITED PARTNERSHIP IRS Identification No. of Above Person 94-3048313 2 Check the Appropriate Box if a Member of a Group (a) x (b) 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 2,550,193* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 2,550,193* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,550,193* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 32.2%* 14 Type of Reporting Person PN * See response to Item 5. -3- CUSIP No. 903236-10-7 SCHEDULE 13D Page 4 of 15 1 Name of Reporting Person BK CAPITAL PARTNERS III LIMITED PARTNERSHIP IRS Identification No. of Above Person 94-3091845 2 Check the Appropriate Box if a Member of a Group (a) x (b) 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 2,550,193* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 2,550,193* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,550,193* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 32.2%* 14 Type of Reporting Person PN * See response to Item 5. -4- CUSIP No. 903236-10-7 SCHEDULE 13D Page 5 of 15 1 Name of Reporting Person THE COMMON FUND IRS Identification No. of Above Person 23-7037968 2 Check the Appropriate Box if a Member of a Group (a) x (b) 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization New York 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 2,550,193* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 2,550,193* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,550,193* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 32.2%* 14 Type of Reporting Person CO * See response to Item 5. -5- CUSIP No. 903236-10-7 SCHEDULE 13D Page 6 of 15 1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, INC. IRS Identification No. of Above Person 94-2967812 2 Check the Appropriate Box if a Member of a Group (a) x (b) 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power 2,550,193* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power 2,550,193* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,550,193* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 32.2%* 14 Type of Reporting Person IA * See response to Item 5. -6- CUSIP No. 903236-10-7 SCHEDULE 13D Page 7 of 15 1 Name of Reporting Person RICHARD C. BLUM S.S. No. of Above Person 556 42 3196 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization USA 7 Sole Voting Power 16,841 NUMBER OF 8 Shared Voting Power 2,550,193* SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power 16,841 REPORTING PERSON WITH 10 Shared Dispositive Power 2,550,193* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,567,034* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 32.4%* 14 Type of Reporting Person IN * See response to Item 5. -7- CUSIP No. 903236-10-7 SCHEDULE 13D Page 8 of 15 1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES I S.S. No. of Above Person 94-2692175 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC USE ONLY 4 Source of Funds NA 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF 8 Shared Voting Power -0- SHARES BENEFICIALLY OWNED BY EACH 9 Sole Dispositive Power -0- REPORTING PERSON WITH 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person -0- 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 0.0% 14 Type of Reporting Person PN -8- Item 1. Security and Issuer This Amendment No. 19 (the "Amendment") to Schedule 13D relates to shares of common stock, $0.01 par value (the "Stock"), of URS Corporation, a Delaware corporation (the "Issuer"). The principal executive office and mailing address of the Issuer is 100 California Street, Suite 500, San Francisco, CA 94111-4529. This Amendment amends and restates Amendment No. 18 to Schedule 13D. This Amendment is being filed because of certain dispositions of stock set forth in Item 5(c) below. Item 2. Identity and Background This Amendment is filed on behalf of BK Capital Partners, A California limited partnership ("BK"), BK Capital Partners II, a California limited partnership ("BK II"), BK Capital Partners III Limited Partnership, a California limited partnership ("BK III"), The Common Fund, a New York non-profit corporation, Richard C. Blum & Associates, Inc., a California corporation ("RCBA Inc."), Richard C. Blum, the Chairman and substantial shareholder of RCBA Inc., and Richard C. Blum & Associates I ("RCBA I") (collectively, the "Reporting Persons"). BK, BK II and BK III are each California limited partnerships whose principal business is investing in securities, and whose principal office is located at 909 Montgomery Street, Suite 400, San Francisco, California 94133. RCBA Inc. is the sole general partner of BK, BK II and BK III. RCBA Inc. is a California corporation whose principal business is acting as general partner for investment partnerships and providing investment advisory and financial consulting services. RCBA Inc. is a registered investment adviser with the Securities and Exchange Commission and with the State of California. Its principal business office address is 909 Montgomery Street, Suite 400, San Francisco, California 94133. The names of the executive officers and directors of RCBA Inc., their addresses, citizenship and principal occupations are as follows: Name and Business Address Citizenship Principal Office Held Occupation or Employment Richard C. Blum 909 Montgomery St. USA Chairman and Chairman and Suite 400 Director, Director San Francisco, CA RCBA, Inc. -9- Name and Business Address Citizenship Principal Office Held Occupation or Employment Thomas L. 40 Wall Street USA Chairman, Kempner New York, NY 10005 Loeb Director Partners Corporation, Investment Banking Business Nils Colin Lind 909 Montgomery St. Norway Managing Managing Suite 400 Director, Director and San Francisco, CA RCBA, Inc. Director George A. Pavlov 909 Montgomery St. USA Managing Managing Director, Suite 400 Director Chief Financial San Francisco, CA and Chief Officer and Financial Director Officer, RCBA, Inc. Alexander L. Dean 909 Montgomery St. USA Managing Managing Director Suite 400 Director of of Investments San Francisco, CA Investments, RCBA, Inc. Peter E. Rosenberg 909 Montgomery St. USA Managing Managing Director Suite 400 Director of of Investments San Francisco, CA Investments, RCBA, Inc. Michael Kane 909 Montgomery St. USA Managing Managing Director Suite 400 Director of of Investments San Francisco, CA Investments, RCBA, Inc. Donald S. Scherer 3 Embarcadero Center USA Howard, Rice Secretary Suite 700 et al. (law San Francisco, CA firm) The Common Fund is a New York not-for-profit corporation principally engaged in the business of managing investments for educational institutions. The principal administrative office of The Common Fund is located at 450 Post Road East, Westport, Connecticut 06881-0909. The name, business address and present principal occupation of each of the trustees and executive officers of The Common Fund are as follows (all are United States citizens): -10- Trustees Paul J. Aslanian David M. Lascell Treasurer Partner Macalester College Hallenbeck, Lascell & Pineo 1600 Grand Avenue One Exchange Street St. Paul, MN 55105 Rochester, NY 14614-1403 John B. Carroll John T. Leatham President Chairman GTE Investment Management Security Health Partners Corp. 1925 Calvin Court Tresser Boulevard River Woods, IL 60015 Seventh Floor Stamford, CT 06901 Mayree C. Clark Louis W. Moelchert Managing Director, Vice President for Business Global Research and Finance Morgan Stanley & Co., Inc. University of Richmond 1251 Avenue of the Americas Campus Drive, Room 202 New York, NY 10020 Maryland Hall Richmond, VA 23173 Herbert M. Gordon Andre F. Perold Treasurer Sylvan C. Coleman, Professor The Regents of the of Financial Management University of California Harvard University Graduate Kaiser Center School of Business 300 Lakeside Drive Administration 17th Floor Morgan Hall, 367, Oakland, CA 94612-3550 Soldiers Field Boston, MA 02163 Caspa L. Harris, Jr. Todd E. Petzel President Executive Vice President National Association of Business Development College and University Chicago Mercantile Exchange Business Officers 30 South Wacker Drive 1 Dupont Circle, Suite 500 Chicago, IL 60606 Washington, DC 20036 Norman G. Herbert Robert S. Salomon, Jr. Treasurer and Investment Chairman and Chief Executive Officer Officer University of Michigan Salomon Brothers Asset 5032 Fleming Administration Management, Inc. Building 7 World Trade Center, Ann Arbor, MI 48109-1340 38th Floor New York, NY 10048 -11- William Hromadka William T. Spitz Treasurer and Assoc. Sr. Treasurer Vice President Vanderbilt University University of Southern 102 Alumni Hall California Nashville, TN 37240-0159 University Park, Treasurer's Office BKS 402 - Bookstore Building Los Angeles, CA 90089-2541 David K. Storrs, President The Common Fund Lyn Hutton 450 Post Road East Vice President Finance and Westport, CT 06881-0909 Treasurer Dartmouth College 6008 Parkhurst Hall, Room 102 Hanover, NH 03755-3529 The executive officers of The Common Fund who are not Trustees are as follows (the business address for each person is The Common Fund, 450 Post Road East, Westport, CT 06881-0909): John S. Griswold, Jr. Gary P. Watson Senior Vice President Chief Operating Officer and Secretary Robert E. Shultz Frank T. Franzeses Senior Vice President Treasurer Curt R. Tobey Senior Vice President RCBA I was a California limited partnership, the sole general partner of which was RCBA, Inc. In connection with its dissolution and liquidation in December 1993, RCBA I distributed all its shares in the Issuer to its partners, including RCBA Inc. To the best knowledge of the Reporting Persons, none of the entities or persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. -12- Item 3. Source and Amount of Funds or Other Consideration The source of funds for the purchases of Stock is the working capital of the Reporting Persons. Item 4. Purpose of Transaction. The Reporting Persons previously acquired the Stock for investment purposes. Depending on market conditions and other factors, the Reporting Persons may purchase additional shares of the Stock in the open market or in private transactions. Alternatively, depending on market conditions and other factors, they may, at some future time, sell all or some of their shares of the Stock. Richard C. Blum is a director of the Issuer, and RCBA Inc. receives consulting fees from the Issuer. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions set forth in clauses (a) through (j) of Item 4, although the Reporting Persons may in the future take actions that would have such an effect. Item 5. Interest in Securities of the Issuer (a) & (b) According to the Issuer's most recent Form 10-Q, 7,005,047 shares of the Stock were outstanding as of August 26, 1994. The following Reporting Persons have the following direct holdings in the Stock or in Stock obtainable upon the exercise of warrants ("Warrant Shares"): Warrant Shares of Shares Percentage Name Stock Owned Owned Owned BK 104,719 403,546 6.9% BK II 117,869 403,546 7.0% BK III 326,238 115,299 6.2% The Common Fund 1,077,980 -0- 15.4% RCBA Inc. 996 -0- Less than 1 % Total 1,627,802 922,391 32.2% Because voting and investment decisions concerning the above shares are made by RCBA Inc., the Reporting Persons identified in the table above affirm membership in a group. Therefore, each such Reporting Person is deemed to have beneficial ownership of an aggregate of 2,550,193 shares of the Stock, which is 32.2% of the outstanding Stock -13- (calculated in accordance with Rule 13d-3(d)(l)(i) of the Securities Exchange Act of 1934). As Chairman, director and a substantial shareholder of RCBA Inc., Richard C. Blum might be deemed to be the beneficial owner of the securities beneficially owned by RCBA Inc. In addition, Mr. Blum has sole beneficial ownership of 16,841 shares of the Stock (consisting of shares held directly, shares held as beneficiary of a trust and options currently exercisable or exercisable within 60 days). If Mr. Blum were deemed to be the beneficial owner of the securities beneficially owned by RCBA Inc., he would own beneficially an aggregate of 2,567,034 shares, which is 32.4% of the Stock. Although Mr. Blum is joining in this Amendment as a Reporting Person, the filing of this Amendment shall not be construed as an admission that he, or any of the other shareholders, directors or executive officers of RCBA Inc. is, for any purpose, the beneficial owner of any of the securities that are beneficially owned by RCBA Inc. (c) During the last 60 days, the following dispositions have been made: On October 31, 1994, BK III distributed an aggregate of 77,100 shares of the Stock to two of its limited partners in connection with such limited partners' withdrawal from the partnership. (Since the filing of the last amendment to this Schedule 13D, RCBA I dissolved and liquidated in December 1993, and in connection therewith, distributed to its partners all 47,870 shares of the Stock it previously owned.) (d) and (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to be Filed as Exhibits Joint Filing Undertaking. -14- Signatures After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: October 31, 1994 BK CAPITAL PARTNERS, A THE COMMON FUND CALIFORNIA LIMITED PARTNERSHIP By: Richard C. Blum & Associates, Inc., BK CAPITAL PARTNERS II, Investment Adviser A CALIFORNIA LIMITED PARTNERSHIP By: /s/ Donald S. Scherer BK CAPITAL PARTNERS III Donald S. Scherer, LIMITED PARTNERSHIP Secretary RICHARD C. BLUM & ASSOCIATES I By: Richard C. Blum & Associates, Inc., its General Partner By: /s/ Donald S. Scherer Donald S. Scherer, Secretary RICHARD C. BLUM & ASSOCIATES, /s/ George A. Pavlov INC. RICHARD C. BLUM By: George A. Pavlov By: /s/ Donald S. Scherer Attorney-in-Fact Donald S. Scherer, Secretary -15- JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to Amendment No. 19 to Schedule 13D to evidence the agreement of the below-names parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Amendment jointly on behalf of each of such parties. DATED: October 31, 1994 BK CAPITAL PARTNERS, A THE COMMON FUND CALIFORNIA LIMITED PARTNERSHIP By: Richard C. Blum & Associates, Inc., BK CAPITAL PARTNERS II, Investment Adviser A CALIFORNIA LIMITED PARTNERSHIP By: /s/ Donald S. Scherer BK CAPITAL PARTNERS III Donald S. Scherer, LIMITED PARTNERSHIP Secretary RICHARD C. BLUM & ASSOCIATES I By: Richard C. Blum & Associates, Inc., its General Partner By: /s/ Donald S. Scherer Donald S. Scherer, Secretary RICHARD C. BLUM & ASSOCIATES, /s/ George A. Pavlov INC. RICHARD C. BLUM By: George A. Pavlov By: /s/ Donald S. Scherer Attorney-in-Fact Donald S. Scherer, Secretary -16- -----END PRIVACY-ENHANCED MESSAGE-----