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).
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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.
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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.
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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.
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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.
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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.
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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.
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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
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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.
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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):
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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
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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.
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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
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(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.
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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
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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
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