-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IrlWKaZsHI8oaOTytqaCJECXHDu6ZacQFgkGBKFZNTmK8JF5ta5SnbpGrXnZJhK0 ZBknY9KI+qkOb2+GP+j04w== 0000929624-99-001053.txt : 19990625 0000929624-99-001053.hdr.sgml : 19990625 ACCESSION NUMBER: 0000929624-99-001053 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990601 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DAMES & MOORE GROUP CENTRAL INDEX KEY: 0000878549 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 954316617 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-47629 FILM NUMBER: 99638287 BUSINESS ADDRESS: STREET 1: 911 WILSHIRE BLVD STE 700 CITY: LOS ANGELES STATE: CA ZIP: 90017 BUSINESS PHONE: 2139962200 MAIL ADDRESS: STREET 1: 911 WILSHIRE BLVD STREET 2: STE 700 CITY: LOS ANGELES STATE: CA ZIP: 90017 FORMER COMPANY: FORMER CONFORMED NAME: DAMES & MOORE INC /DE/ DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: URS CORP /NEW/ CENTRAL INDEX KEY: 0000102379 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 941381538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 100 CALIFORNIA ST STE 500 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4157742700 MAIL ADDRESS: STREET 1: 100 CALIFORNIA STREET STREET 2: SUITE 500 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 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 SC 14D1/A 1 SCHEDULE 14D-1/A ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -------------------- AMENDMENT NO. 2 to SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities and Exchange Act of 1934 -------------------- DAMES & MOORE GROUP (Name of Subject Company) -------------------- DEMETER ACQUISITION CORPORATION URS CORPORATION (Bidders) -------------------- Common Stock, par value $0.01 per share (Including the Associated Preferred Stock Purchase rights) (Title of Class of Securities) -------------------- 235713 10 4 (CUSIP Number of Class of Securities) -------------------- Kent P. Ainsworth Demeter Acquisition Corporation c/o URS Corporation 100 California Street, Suite 500 San Francisco, CA 94111 (415) 774-2700 (Name, address and telephone number of person authorized to receive notice and communications on behalf of the person filing statement) -------------------- Copy to: Samuel M. Livermore, Esq. Cooley Godward LLP One Maritime Plaza, 20th Floor San Francisco, CA 94111 (415) 693-2000 ================================================================================ This statement amends and supplements the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission (the "Commission") on May 11, 1999 by Demeter Acquisition Corporation, a Delaware corporation (the "Purchaser") and URS Corporation, a Delaware corporation ("Parent"), as amended by Amendment No. 1 to such Statement filed with the Commission on May 19, 1999 (collectively, the "Schedule 14D-1"). The Schedule 14D-1 was filed in connection with the Purchaser's offer to purchase all outstanding shares of common stock, par value $0.01 per share (including associated preferred stock purchase rights), of Dames & Moore Group, a Delaware corporation (the "Company"), 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 9. Financial Statements of Certain Bidders Item 9 "Financial Statements of Certain Bidders" of the Schedule 14D-1 is hereby amended to include the following: On May 24, 1999, Parent announced operating results for its second quarter and the six months ended April 30, 1999. A copy of the press release announcing such results is filed as Exhibit (a)(10) hereto and is incorporated herein by reference. Revenue for the second quarter of 1999 was $222.2 million compared to $195.2 million for the second quarter of 1998. Net income increased to $7.0 million from $4.9 million for the same period in 1998. Earnings per share increased to $0.42 compared to $0.31 for the second quarter ended April 30, 1998. For the six months ended April 30, 1999, revenue increased to $415.1 million from $381.3 million for the six months ended April 30, 1998. Net income for the six-month period was $12.7 million or $0.77 per share, compared to $9.1 million or $0.58 per share for the same period in 1998. At April 30, 1999, backlog totaled $712.8 million compared with $675.0 million at October 31, 1998. Item 10. Additional Information Item 10 "Additional Information" of the Schedule 14D-1 is hereby amended to include the following under subparagraph (f): On May 26, 1999, the Company announced operating results for the three months ended March 26, 1999 and the year ended March 26, 1999. A copy of the press release announcing such results is filed as Exhibit (a)(11) hereto and is incorporated herein by reference. The Company reported net revenues of $639.3 million for the fiscal year ended March 26, 1999 as compared to $482.5 million for the fiscal year ended March 27, 1998. Earnings from operations, before charges related to the Company's acquisition of Radian International LLC, were $52.2 million for fiscal year 1999 compared with $42.8 million for fiscal year 1998. Earnings from operations after acquisition-related restructuring charges were $23.9 million in fiscal year 1999 after giving affect to the $28.2 million restructuring charge. The net (loss) after restructuring charges and extraordinary items was $(303,000) for fiscal year 1999 compared with net earnings of $19.3 million for fiscal year 1998. The Company reported earnings per share on a diluted basis, before acquisition-related restructuring charges, of $1.12 for fiscal year 1999 compared with $1.07 per share for fiscal year 1998. Earnings per share after acquisition-related charges and extraordinary items was $(0.02) for fiscal year 1999. Diluted earnings per share for the fourth quarter of fiscal 1999 were $0.27 compared with $0.24 for the fourth quarter of fiscal 1998. Item 11. Material to be Filed as Exhibits Item 11 of the Schedule 14D-1 is hereby amended to include the following as exhibits: Exhibit (a)(10): Text of the Press Release, dated May 24, 1999, issued by URS Corporation. Exhibit (a)(11): Text of the Press Release, dated May 27, 1999, issued by Dames & Moore Group. 2 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 is true, complete and correct. URS CORPORATION By: /s/ Kent P. Ainsworth ----------------------------- Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer DEMETER ACQUISITION CORPORATION By: /s/ Kent P. Ainsworth ----------------------------- Name: Kent P. Ainsworth Title: Treasurer and Chief Financial Officer Dated: June 1, 1999 3 EX-99.A(10) 2 PRESS RELEASE DATED MAY 24, 1999 Exhibit (a)(10) [URS CORPORATION LETTERHEAD] FOR IMMEDIATE RELEASE Contact: URS Sard Verbinnen & Co. Kent Ainsworth Andrew Merrill/ EVP & CFO Christina Johnson 415-774-2700 212/687-8080 URS Corporation Reports 42% Rise in Second Quarter Net Income Earnings Per share Increases 36% - -------------------------------------------------------------------------------- San Francisco, May 24, 1999 - URS Corporation (NYSE: URS - news) today reported record revenue, net income and earnings per share for the second quarter ended April 30, 1999. Revenue for the second quarter of 1999 reached $222,219,000, up 14% from $195,182,000 reported for the second quarter of fiscal 1998. Net income increased 42%, rising to $6,995,000 from $4,943,000 for the same period last year. Earnings per share increased 36% to $0.42, compared to $0.31 for the second quarter ended April 30, 1998. For the six months ended April 30, 1999, revenues increased 9% to $415,069,000 from $381,338,000 for the first six months of last year. Net income for the six month period was $12,667,000, or $0.77 per share, compared to $9,112,000, or $0.58 per share for the same period last year, representing a 33% increase in net income per share. At April 30, 1999, backlog totaled $712,815,000 compared with $675,000,000 at October 31, 1998. "We are pleased with the strength of our second quarter results, which reflect the continued strong fundamentals of our core engineering and design business," commented Martin M. Koffel, Chairman and Chief Executive Officer. Added Koffel, "Our pending acquisition of Dames & Moore Group, which was announced on May 5, 1999, is on schedule. The cash tender for Dames & Moore's common shares commenced on May 11, 1999 and will expire June 8, 1999, unless extended. Last week the Federal Trade Commission granted early termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act." Headquartered in San Francisco, URS Corporation offers a broad range of planning, design, and program and construction management services through 140 offices located in 16 countries, including Europe and Asia/Pacific. URS provides services for infrastructure projects involving air and surface transportation systems; institutional, industrial and commercial facilities; and pollution control, water resources and hazardous waste management programs. The Company serves local, state and federal government agencies as well as private clients in the chemical, manufacturing, pharmaceutical, forest product, mining, water supply, commercial development, telecommunications and utilities industries. This press release contains "forward-looking statements" within the meaning of the securities laws, including statements about the continued strength of the Company's business and the schedule of the Dames & Moore acquisition. We believe that our expectations are reasonable and are based on reasonable assumptions. However, risks and uncertainties relating to future events that could cause actual results to differ materially from our expectations include our ability to consummate the Dames & Moore acquisition and the related financing, our dependency on government programs and contracts, competitive practices in the industry, our ability to attract and retain qualified professionals, exposure to potential liability, and other factors discussed more fully in the Company's 1998 Form 10-K and other publicly available reports filed with the Securities and Exchange Commission from time to time. The Company does not intend, and assumes no obligation, to update any forward-looking statements. URS CORPORATION Financial Data (unaudited) --------- SUMMARY OF FINANCIAL RESULTS
Second Quarter Six Months Ended April 30, Ended April 30, 1999 1998 1999 1998 Revenues $222,219,000 $195,182,000 $415,069,000 $381,338,000 Costs and Expenses 209,724,000 186,039,000 392,602,000 364,626,000 Income Before Taxes 12,495,000 9,143,000 22,467,000 16,712,000 Net Income $ 6,995,000 $ 4,943,000 $ 12,667,000 $ 9,112,000 ============ ============ ============ ============ Earnings per share: Basic $ .45 $ .33 $ .82 $ .61 ============ ============ ============ ============ Diluted $ .42 $ .31 $ .77 $ .58 ============ ============ ============ ============
SUMMARY OF FINANCIAL POSITION
April 30, October 31, 1999 1998 ------------ ------------ Current assets $318,423,000 $286,185,000 Other assets 176,234,000 165,519,000 Total assets $494,657,000 $451,704,000 ============ ============ Current liabilities $159,293,000 $155,216,000 Total liabilities 311,708,000 285,344,000 Stockholders' equity 182,949,000 166,360,000 Total liabilities and stockholders' equity $494,657,000 $451,704,000 ============ ============
EX-99.A(11) 3 PRESS RELEASE DATED MAY 26, 1999 Exhibit (a)(11) [DAMES & MOORE GROUP LETTERHEAD] FOR IMMEDIATE RELEASE DAMES & MOORE GROUP REPORTS FISCAL 1999 RESULTS LOS ANGELES, May 26, 1999--Dames & Moore Group (NYSE:DM) today reported earnings per share on a diluted basis, before charges related to the company's acquisition of Radian International LLC, of $1.12 for the fiscal year ended March 26, 1999 compared with $1.07 per share for the fiscal year ended March 27, 1998. Diluted earnings per share for the fourth quarter of fiscal 1999 were $0.27 compared with $0.24 for the fourth quarter of fiscal 1998. Earnings from operations before acquisition-related restructuring charges were $52.2 million for the year compared with $42.8 million for the prior year. Earnings per share after acquisition-related charges and extraordinary items was $(0.02). Earnings from operations after acquisition-related restructuring charges were $23.9 million after giving affect to the $28.2 million restructuring charge. The net (loss) after restructuring charges and extraordinary items was $(303,000) for the year compared with net earnings of $19.3 million for the prior year. Net revenues were $639.3 million for fiscal year 1999 and $482.5 million for the comparable period in fiscal 1998. The company is in the process of merging with URS Corporation, which launched a tender offer for all the outstanding shares of Dames & Moore Group common stock for $16.00 a share. The tender is expected to close June 8, 1999 unless extended. Arthur C. Darrow, Chief Executive Officer, stated, "We are pleased that our year-end results met our expectations." The Dames & Moore Group, a global engineering and construction services firm, has annualized gross revenues of approximately $1.2 billion. The group's capabilities include general engineering and consulting, process and chemical engineering, transportation planning and design, and construction services. Headquartered in Los Angeles, the group has over 250 offices spanning 33 countries. DAMES & MOORE GROUP Statements of Earnings (Loss) (In thousands, except per share amounts) (Unaudited)
Three Months Ended Twelve Months Ended March 26, March 27, March 26, March 27, 1999 1998 1999 1998 (13 Weeks) (13 Weeks) (52 Weeks) (52 Weeks) Gross revenues $289,777 $180,943 $1,029,967 $703,902 Direct costs of outside services 104,520 60,203 390,621 221,398 Net revenues 185,257 120,740 639,346 482,504 Operating expenses: Salaries and related costs 126,127 85,532 445,594 337,474 General expenses 40,228 21,517 123,206 88,401 Acquisition related restructuring and other charges -- -- 28,276 -- 18,902 13,691 42,270 56,629 Depreciation and amortization 3,931 2,431 12,840 9,216 Amortization of goodwill 1,676 1,160 5,504 4,600 Earnings from operations 13,295 10,100 23,926 42,813 Investment and other income 803 460 1,231 997 Interest expense (5,585) (2,648) (18,481) (10,292) Earnings before income taxes 8,513 7,912 6,676 33,518 Income taxes 3,655 3,571 4,129 14,188 Earnings before extraordinary item 4,858 4,341 2,547 19,330 Extraordinary item (net of applicable income tax benefit of $1,737) -- -- (2,850) -- Net earnings (loss) $ 4,858 $ 4,341 $ (303) $ 19,330 Cash dividends declared per share $0.03 $0.03 $0.12 $0.12 Earnings (loss) per share - Basic $0.27 $0.24 $(0.02) $1.08 Earnings (loss) per share - Diluted $0.27 $0.24 $(0.02) $1.07 Weighted average number of shares - Basic 18,215 17,914 18,237 17,890 Weighted average number of shares - Diluted 18,291 18,074 18,319 18,048
DAMES & MOORE GROUP Statements of Financial Position (In thousands) (Unaudited)
March 26, March 27, 1999 1998 Assets Current assets $366,506 $228,129 Property and equipment, net 57,518 23,397 Goodwill of acquired businesses 159,918 117,849 Investments in affiliates and other assets 50,637 16,986 -------- -------- $634,579 $386,361 Liabilities and shareholders' equity Current liabilities $182,336 $ 98,559 Long-term debt 284,147 132,010 Other long-term liabilities 21,176 5,883 Shareholders' equity 146,920 149,909 -------- -------- $634,579 $386,361
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