-----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, Fi8Tvj/FmfBx9/DhD4Yt1ZeYy/NHfaWib/XfYl4DL7itaU9j8RxAnJuao5CEftPP bVdDfn5nMpo9kCpCiPnP6g== 0001021408-02-011111.txt : 20020816 0001021408-02-011111.hdr.sgml : 20020816 20020816122157 ACCESSION NUMBER: 0001021408-02-011111 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AECOM MERGER CORP CENTRAL INDEX KEY: 0001166775 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EMPLOYMENT AGENCIES [7361] IRS NUMBER: 752988014 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-31377 FILM NUMBER: 02740805 MAIL ADDRESS: STREET 1: 555 SOUTH FLOWER ST STREET 2: SUITE 3700 CITY: LOS ANGELES STATE: CA ZIP: 90071 10-Q 1 d10q.htm FORM 10-Q Prepared by R.R. Donnelley Financial -- Form 10-Q
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
x
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
  For the quarterly period ended June 30, 2002
 
¨
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
  For the transition period from                          to                         
 
Commission File Number 333-82516
 
 
AECOM MERGER CORPORATION
(Exact name of Registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation or organization)
  
75-2988014
(I.R.S. Employer
Identification No.)
 
555 South Flower Street, Suite 3700
Los Angeles, California 90071
(213) 593-8000
(Address of principal executive offices, including zip code and telephone number)
 
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:  Yes  ¨  No  x
 
Number of shares of common stock outstanding at June 30, 2002: 200
 

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AECOM MERGER CORPORATION
 
INDEX TO FORM 10-Q
 
        
Page
Part I—Financial Information
     
Item 1.     Financial Statements
   
3
  
4
  
4
Part II—Other Information
     
  
4
  
5
 

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PART I—FINANCIAL INFORMATION
 
Item 1.     Financial Statements
 
AECOM MERGER CORPORATION
 
CONSOLIDATED BALANCE SHEET
June 30, 2002
 
        
Assets—Cash
   
$
  200
    
Shareholders’ Equity
       
Common Stock, $.001 par value, authorized 1,000 shares, issued and outstanding 200 shares
   
$
—  
Additional Paid-in-Capital
   
 
200
    
    
$
200
    
 
1.  Organization and Purpose—AECOM Merger Corporation (the Company) was incorporated in Delaware on February 6, 2002 for the purpose of facilitating a merger between the Company’s wholly owned subsidiary, AECOM Merger Subsidiary Corporation (Subsidiary), and AECOM Technology Corporation (AECOM), a related company. Subject to the approval of the stockholders of AECOM and an initial public offering by the Company, Subsidiary will merge with AECOM and all of the outstanding common stock and convertible preferred stock of AECOM will be exchanged for new class A common stock and convertible preferred stock of the Company. The Company conducted no operations during the period from its formation through June 30, 2002.
 
2.  Shareholders’ Equity—The Company is authorized to issue 1,000 shares of $0.001 par value common stock. Officers of AECOM have acquired 200 shares in exchange for $200.
 
3.  Basis of Consolidation—The consolidated balance sheet includes the accounts of the Company and the Company’s wholly-owned subsidiary. All intercompany accounts have been eliminated in consolidation.

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Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
The Company conducted no operations during the period from its formation through June 30, 2002.
 
Item 3.     Quantitative and Qualitative Disclosures About Market Risk.
 
The Company’s sole asset is $200 in cash and the Company conducted no operations during the period from its formation through June 30, 2002.
 
PART II—OTHER INFORMATION
 
Item 6.     Exhibits and Reports on Form 8-K.
 
(a)  Exhibits
 
2.1
   
Agreement and Plan of Merger among AECOM Technology Corporation, AECOM Merger Corporation and AECOM Merger Subsidiary Corporation (included as Annex A to the proxy statement/prospectus constituting a part of Registration Statement No. 333-82516 and incorporated herein by reference).
3.1
   
Certificate of Incorporation of AECOM Merger Corporation (filed as an exhibit to Registration Statement No. 333-82516 and incorporated herein by reference).
3.2
   
Bylaws of AECOM Merger Corporation (filed as an exhibit to Registration Statement No. 333-82516 and incorporated herein by reference).
 
(b)  Reports on Form 8-K
 
None

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SIGNATURES
 
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.
 
AECOM MERGER CORPORATION
 
By:
  
/s/    GLENN R. ROBSON         
   
Glenn R. Robson
Senior Vice President and Chief Financial Officer
 
Date: August 14, 2002

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