As filed with the Securities and Exchange Commission
on March 31, 1995
Registration No. 33-61230
____________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
URS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-1381538
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 California Street, Suite 500
San Francisco, California 94111-4529
(415) 774-2700
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
URS Corporation
1991 Stock Incentive Plan, as amended
(Full title of plan)
Kent P. Ainsworth
Vice President, Chief Financial Officer and Secretary
URS Corporation
100 California Street, Suite 500
San Francisco, California 94111-4529
(415) 774-2700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
Copies to:
Samuel M. Livermore, Esq.
Sheppard, Mullin, Richter & Hampton
Four Embarcadero Center, 17th Floor
San Francisco, California 94111
EXHIBIT INDEX ON PAGE 17
Page 1 of 18 <PAGE>
URS CORPORATION
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT
CROSS REFERENCE SHEET REQUIRED BY ITEM 501 OF REGULATION S-K
Item Number and Description
in Part I of Form S-3 Caption in Prospectus
--------------------------- ---------------------
1. Forepart of Registration Outside Front Cover Page
Statement and Outside Front
Cover Page of Prospectus
2. Inside Front and Outside Back Available Information;
Cover Pages of Prospectus Incorporation of Certain
Documents by Reference;
Table of Contents
3. Summary Information Not Applicable
Risk Factors Risk Factors
Ratio of Earnings to Fixed Not Applicable
Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security-Holders Selling Stockholders
8. Plan of Distribution Plan of Distribution;
Outside Front Cover Page
9. Description of Securities to be Not Applicable
Registered
10. Interests of Named Experts and Not Applicable
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Incorporation of Certain
Information by Reference Documents by Reference
13. Disclosure of Commission Not Applicable
Position on Indemnification for
Securities Act Liabilities.
Page 2 of 18 <PAGE>
PART I
PROSPECTUS
---------- 795,300 Shares
URS CORPORATION
Common Stock
This Prospectus relates to the possible resale by certain
Selling Stockholders (as defined below) from time-to-time of 795,300
shares of the Common Stock, par value $.01 per share (the "Shares"),
of URS Corporation, a Delaware corporation (the "Company"), issued
upon the exercise of Restricted Shares, Stock Units and Options (as
those terms are defined in the Plan, below) granted under the URS
Corporation 1991 Stock Incentive Plan, as amended (the "Plan"). The
Shares are listed on the New York and Pacific Stock Exchanges under
the symbol "URS".
The holders of Shares that may be resold pursuant to this
Prospectus are collectively referred to herein as the "Selling
Stockholders". If resold, the Shares would be offered for the
respective accounts of the Selling Stockholders. Any or all of the
Selling Stockholders may be deemed to be affiliates of the Company
at the time such shares are offered or sold by them. See "Selling
Stockholders". The Company anticipates that if and to the extent
any of the Selling Stockholders elect to resell any of the Shares,
such Shares would be offered and sold by the Selling Stockholders in
ordinary market transactions, in sales pursuant to Rule 144 under
the Securities Act of 1933, as amended (the "Securities Act"), or
otherwise, either at the then current market prices or in private
transactions at such prices as may be obtainable. The Selling
Stockholders might be deemed to be "underwriters" within the meaning
of the Securities Act, in which event any discounts, concessions or
commissions received by them, which are not expected to exceed those
customary in the types of transactions involved or any profit on
resales of the Shares by them, may be deemed to be underwriting
commissions or discounts under the Securities Act. The Company will
receive none of the proceeds from any sales of Shares by the Selling
Stockholders.
--------------------
Prospective investors should review and consider
carefully the discussion under "Risk Factors".
--------------------
No underwriter is being utilized in connection with this
offering. The costs of registering the Shares under the Securities
Act were borne by the Company.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Date of this Prospectus is March 31, 1995
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AVAILABLE INFORMATION
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy and information statements and other
information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at
1024 Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549; and at the following regional offices of the Commission:
New York Regional Office, 75 Park Place, New York, New York 10007
and Chicago Regional Office, Room 3190, Kluczynski Federal Building,
230 South Dearborn Street, Chicago, Illinois 60614. Copies of such
material can be obtained from the Public Reference Section of the
Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. The Shares are listed on the
New York Stock Exchange ("NYSE") and the Pacific Stock Exchange
("PSE"). Reports, proxy and information statements and other
information concerning the Company also may be inspected at the
office of the NYSE, 20 Broad Street, New York, New York, 10005, and
the office of the PSE, 115 Sansome Street, Suite 1104,
San Francisco, California 94104.
No person is authorized to give any information or make
any representations, other than those contained or incorporated by
reference in this Prospectus, in connection with the offerings
referred to herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by
the Company or the Selling Stockholders. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any
securities registered hereby in any jurisdiction to any person to
whom it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained or
incorporated by reference herein is correct as of any time
subsequent to its date.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the
Company with the Commission (File No. 1-7567), are hereby
incorporated by reference in this Prospectus:
(1) The Company's Annual Report on Form 10-K for the year
ended October 31, 1994;
(2) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since October 31, 1994;
and
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Page 4 of 18 <PAGE>
(3) The description of the Company's Shares contained in
a registration statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of filing (except that no document shall be
deemed to be incorporated by reference if filed after the filing of
a post-effective amendment which deregisters securities then
remaining unsold).
Copies of the above documents (other than exhibits) may be
obtained without charge upon written or oral request directed to the
Stockholder Relations Department at the Company's principal
executive offices at 100 California Street, Suite 500,
San Francisco, California, 94111-4529, telephone (415) 774-2700.
THE COMPANY
The Company is a Delaware corporation originally
incorporated in 1957. From November 1987 until February 21, 1990,
the Company was known as "Thortec International, Inc." Its
principal offices are located at 100 California Street, Suite 500,
San Francisco, California 94111-4529 and its telephone number is
(415) 774-2700.
The Company offers a broad range of planning, design and
program and construction management services to the engineering and
architectural services industry. The Company serves public and
private sector clients nationwide in two principal markets:
infrastructure projects involving transportation systems,
institutional and commercial facilities and water resources, and
environmental projects involving hazardous waste management and
pollution control.
RISK FACTORS
In addition to the other information in this Prospectus,
the following factors should be considered carefully by prospective
investors in evaluating the Company and its business before making
an investment.
Dependence Upon Government Programs and Contracts
-------------------------------------------------
The Company derives a substantial portion of its revenues
from local, state and Federal government agencies. The demand for
the Company's services is directly related to the level of funding
of government programs that are created in response to public
concern with rebuilding and expanding the nation's infrastructure
and addressing various environmental problems. The Company believes
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that the success and further development of its business is
dependent, in significant part, upon the continued existence and
funding of such programs and upon the Company's ability to
participate in such programs. There can be no assurance that public
pressure for such programs will continue, that governments will have
the available resources to fund such programs (especially in light
of the severe budget constraints currently existing at all levels of
government), that such programs will continue to be funded even if
governments have available financial resources or that the Company
will continue to be awarded contracts under such programs. In
addition, some of these government contracts are subject to renewal
or extension annually, so continued work by the Company under these
contracts in future periods is not assured. Finally, government
contracts are subject to termination for the convenience of the
governmental agency and contracts with government agencies that have
adopted Federal Acquisition Regulations are subject to audit of
actual costs incurred and provide for upward or downward adjustment
of payments if audited costs differ from billed costs.
Pricing Risks
-------------
The Company's services are billed on either a "cost-plus"
or a "fixed-price" basis. Under cost-plus contracts, the rates for
the Company's direct and indirect costs are negotiated and fixed
before work commences. Under fixed-price contracts, the entire
contract price is fixed before work commences. Frequently, the
Company submits proposals on extremely complex projects that will be
performed over the course of several years, making the accurate
forecasting of costs very difficult. In the past, the Company
experienced low profit margins or losses on a significant portion of
both its cost-plus and fixed-price contracts because overhead and
general and administrative costs were excessive and could not be
factored into contract proposals. The Company has reduced its
overhead and general and administrative costs. However, to the
extent the Company does not control overhead, general and
administrative and other costs or underestimates such costs, the
Company may have low profit margins or may incur losses.
Environmental and Professional Liability Exposure;
Adequacy of Insurance Coverage
--------------------------------------------------
A significant part of the Company's business involves the
planning, design and program and construction management of a wide
variety of complex projects. If problems develop with these
projects, either while under construction or after they have been
completed, claims may be made against the Company alleging breach of
contract or negligence in the performance of its professional
services. In addition, the Company's professional services involve
the planning, design and program and construction management of
waste management and pollution control facilities. Federal laws,
such as the Resource Conservation and Recovery Act of 1976 ("RCRA")
and the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ("CERCLA"), and various state and local laws,
strictly regulate the handling, removal, treatment and transporta-
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Page 6 of 18 <PAGE>
tion of toxic and hazardous substances and impose liability for
environmental contamination caused by such substances. Moreover,
so-called "toxic tort" litigation has increased markedly in recent
years as those injured by hazardous substances seek recovery for
personal injuries or property damage under common law theories.
While the Company does not directly handle, remove, treat or
transport toxic or hazardous substances, some of the Company's
contracts require the Company to design systems for those functions
or to subcontract for or supervise such work. As a consequence, the
Company may be exposed to claims for damages caused by environmental
contamination arising from projects on which the Company has worked.
The Company currently maintains an insurance program which provides,
subject to certain self-insured retentions, primary and excess
professional liability errors and omissions ("E&O") coverage with
environmental impairment liability coverage and contractor pollution
liability coverage, and both primary and excess comprehensive
general liability insurance coverage, all up to specified coverage
limits and with a variety of standard exclusions. While the Company
believes that its insurance program currently is adequate, there can
be no assurance that the Company can maintain its existing insurance
coverage, that insurance coverage will be available under the
Company's existing or previous insurance programs with respect to
claims made against the Company or that claims will not exceed the
amount of any insurance coverage which is available.
Attraction and Retention of Qualified Professionals
---------------------------------------------------
The Company's ability to retain and expand its staff of
qualified technical professionals will be an important factor in
determining the Company's future success. There is from time-to-
time a shortage of qualified technical professionals in various
fields. The market for engineering and environmental professionals
is competitive and there can be no assurance that the Company will
continue to be successful in its efforts to attract and retain such
professionals. In addition, the Company relies heavily upon the
experience and ability of its senior executive staff and the loss of
a significant portion of such individuals could have a material
adverse effect on the Company.
Control by Principal Stockholders
---------------------------------
As of the date of this Prospectus, Richard C. Blum &
Associates, Inc. ("RCBA, Inc."), in its capacity as the sole general
partner of Richard C. Blum & Associates, L.P. ("RCBA, L.P."),
indirectly through several entities, has voting and dispositive
control with respect to an aggregate of 1,627,802 shares of Common
Stock, or 23% of the outstanding shares of Common Stock (32% of the
outstanding shares of Common Stock, assuming exercise of the
warrants to purchase an aggregate of 922,391 shares of Common Stock
held by the entities managed or advised by RCBA, L.P.). Richard C.
Blum, Vice Chairman of the Board of Directors of the Company, is the
majority shareholder of RCBA, Inc. and directly owns 9,841 shares of
Common Stock and holds options to purchase 9,000 shares of Common
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Stock, of which options to purchase 8,000 shares of Common Stock are
currently exercisable.
Volatility; Market for the Shares
---------------------------------
The Shares are listed for trading in the NYSE and the PSE.
The Shares have been thinly traded, which may have caused fluctua-
tions in the market price of the Shares. Fluctuations in quarterly
financial results and general economic conditions such as recessions
or high interest rates may also cause the market price of the Shares
to fluctuate.
Competition
-----------
The architectural and engineering services industry is
highly fragmented and very competitive. As a result, in each
specific market area, the Company competes with many engineering and
consulting firms, several of which are substantially larger than the
Company and which possess greater financial resources. Competition
is based upon reputation, quality of service, price, expertise and
local presence.
USE OF PROCEEDS
If any of the Shares are resold by the Selling
Stockholders, the Company would receive no proceeds from any such
sale. The Shares would be offered for the respective accounts of
the Selling Stockholders.
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Page 8 of 18 <PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information
regarding the Selling Stockholders as of March 31, 1995.
Shares to be
Beneficially Owned
No. of after Sale<F1>
Name of Shares ------------------
Beneficial Beneficially Shares to Percent
Owner Owned<F1><F2> be Sold Number <F3>
----------- ------------- --------- ------ -------
Richard C. Blum<F4><F5> 18,841 9,000 9,841 *
Emmet J. Cashin, Jr.<F4> 9,000 9,000 0 *
Armen Der Marderosian<F4> 1,000 1,000 0 *
S. Robert Foley, Jr.<F4> 1,000 1,000 0 *
Richard B. Madden<F4> 8,000 3,000 5,000 *
Richard Q. Praeger<F4> 13,211 9,000 4,211 *
William D. Walsh<F4> 9,500 7,000 2,500 *
Martin M. Koffel<F4><F6> 409,000 409,000 0 *
Irwin L. Rosenstein<F4><F6> 112,425<F7> 110,000 2,425 *
Kent P. Ainsworth<F6> 89,500 89,500 0 *
Martin S. Tanzer<F6> 83,209 82,500 709 *
Peter J. Pedalino<F6> 11,400 11,400 0 *
Joseph Masters<F6> 8,001 7,900 101 *
Charles A. Rodenfels<F6> 23,723 23,000 723 *
Marvin J. Bloom<F6> 25,000 23,000 2,000 *
[FN]
<F1> Unless otherwise indicated, each individual has sole voting and
investment power with respect to all shares owned by such individual.
<F2> Shares shown in this column include shares of Common Stock currently
owned, shares of Common Stock issuable pursuant to presently
exercisable options and shares of Common Stock issuable pursuant to
options which are exercisable after the date of this Prospectus to
October 31, 1995.
<F3> Based upon 7,138,386 shares of Common Stock outstanding as of
March 15, 1995 plus any shares of Common Stock under option of the
particular Selling Stockholder. Percentages shown after sale are
based upon all shares registered hereunder being sold. Asterisks
denote ownership of less than one percent.
<F4> Currently members of the Company's Board of Directors.
<F5> Does not include shares beneficially held by entities managed by
RCBA, L.P., which Mr. Blum may be deemed to own indirectly in his
capacity as the majority stockholder of RCBA, Inc., the sole general
partner of RCBA, L.P. (See "Risk Factors - Control by Principal
Stockholders").
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<F6> Either currently holds or has, in the past three years, held a
management position with the Company or its subsidiaries.
<F7> Includes 500 Shares jointly owned with Lillian Rosenstein.
While some or all of the Selling Stockholders listed above may
be deemed to be affiliates of the Company, neither the Company nor such
Selling Stockholders admit that the persons listed as Selling Stockholders
are, in fact, affiliates of the Company.
PLAN OF DISTRIBUTION
It is anticipated that one or more of the Selling Stockholders
may offer the Shares in the manner set forth on the cover page of this
Prospectus, from time-to-time, through broker-dealers or agents
designated by the Selling Stockholders. The costs of any such sales will
be borne by the Selling Stockholders. The costs of registering the
Shares under the Securities Act was borne by the Company.
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Page 10 of 18 <PAGE>
TABLE OF CONTENTS
-----------------
Page
----
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . 2
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . 3
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . 3
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . 6
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . 7
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . 8
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in
this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year
ended October 31, 1994;
(b) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since October 31, 1994; and
(c) The description of the Company's Common Shares
contained in a registration statement filed under the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act shall be
deemed to be incorporated by referenced herein and to be a part
hereof from the date of filing (except that no document shall be
deemed to be incorporated by reference if filed after the filing of
a post-effective amendment which deregisters securities then
remaining unsold).
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation contains a
provision, permitted by Section 102(b)(7) of the Delaware General
Corporation Law (the "Delaware Law"), eliminating the personal
liability of a director to the Company or its stockholders for
monetary damages for breach of fiduciary duties as a director,
except for liability (i) for breach of the director's duty of
loyalty, (ii) under Section 174 of the Delaware Law (concerning the
illegal payment of dividends by a corporation), (iii) for acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of law or (iv) for any transaction from which
the director derived an improper personal benefit.
Section 145 of the Delaware Law permits, subject to
certain conditions, the indemnification of directors or officers of
a Delaware corporation for expenses (including attorney's fees),
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judgments, fines and amounts paid in settlement incurred in
connection with the defense of any action, suit or proceeding in
relation to certain matters against them as such directors or
officers. Article VI of the Company's By-laws generally provides
that the Company shall indemnify its officers and directors in
accordance with the provisions of Section 145.
A third-party insurance carrier has agreed to reimburse
the Company for losses resulting from certain liabilities for
wrongful acts or matters claimed against officers or directors by
reason of their status as such, including liabilities that may arise
in connection with certain sales of securities by the Company.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Number Exhibit
------ --------------------------------------------
5 Opinion of Sheppard, Mullin, Richter &
Hampton.<F*>
24.1 Consent of Coopers & Lybrand L.L.P.
24.2 Consent of Sheppard, Mullin, Richter & Hampton
(included in Exhibit 5).<F*>
25.1 Powers of Attorney of the Company's directors
and officers.<F*>
[FN]
<F*> Filed with the Company's Registration Statement on Form S-8
(No. 33-61230) filed on March 31, 1993.
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (unless the
information required to be included in a post-effective
amendment by this paragraph is contained in periodic
reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this registration
statement);
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
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registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement
(unless the information required to be included in a
post-effective amendment by this paragraph is contained in
periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this
registration statement);
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a
post-effective amendment and of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant, URS Corporation, certifies that it
has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
amendment to registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of San
Francisco, State of California, on this 31st day of March, 1995.
URS Corporation
By /s/MARTIN M. KOFFEL
----------------------------------
Martin M. Koffel
Chairman of the Board,
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this amendment to registration statement has been signed below
by the following persons in the capacities and on the date
indicated.
Signature Title Date
----------------------- --------------------- --------------
/s/MARTIN M. KOFFEL Chairman of the Board, March 31, 1995
----------------------- Chief Executive Officer,
Martin M. Koffel President and Director
(Principal Executive
Officer)
/s/KENT P. AINSWORTH Vice President, Chief March 31, 1995
----------------------- Financial Officer
Kent P. Ainsworth (Principal Accounting
Officer) and Secretary
/s/IRWIN L. ROSENSTEIN* Vice President and March 31, 1995
----------------------- Director
Irwin L. Rosenstein
/s/RICHARD C. BLUM* Director March 31, 1995
-----------------------
Richard C. Blum
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Signature Title Date
----------------------- --------------------- --------------
/s/EMMET J. CASHIN,Jr.* Director March 31, 1995
-----------------------
Emmet J. Cashin, Jr.
/s/RICHARD Q. PRAEGER* Director March 31, 1995
-----------------------
Richard Q. Praeger
/s/WILLIAM D. WALSH* March 31, 1995
----------------------- Director
William D. Walsh
/s/RICHARD B. MADDEN* Director March 31, 1995
-----------------------
Richard B. Madden
* By
/s/KENT P. AINSWORTH
-----------------------
Kent P. Ainsworth
Attorney-in-fact
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EXHIBIT INDEX
Sequential
Number Exhibit Page No.
------ ------- ----------
24.1 Consent of Coopers & Lybrand L.L.P. 18
Page 17 of 18
<PAGE>
Exhibit 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement on Form S-8 (File No. 33-61230),
to be filed on March 31, 1995, of our report dated December 15, 1994,
on our audits of the consolidated financial statements of URS Corporation
(the "Company") included in the Company's Annual Report on Form 10-K
for the year ended October 31, 1994. We also consent to the reference
to our firm under the caption "Experts."
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
San Francisco, California
March 31, 1995
Page 18 of 18
<PAGE>
