UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 20)*
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)
January 24, 1995
(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.
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*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 3 of 17
1 Name of Reporting Person BK CAPITAL PARTNERS I, L.P.
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
SHARES 8 Shared Voting Power 2,472,693*
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 2,472,693*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,472,693*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares
13 Percent of Class Represented by Amount in Row 11 31.2%*
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 17
1 Name of Reporting Person BK CAPITAL PARTNERS II, L.P.
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
SHARES 8 Shared Voting Power 2,472,693*
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 2,472,693*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,472,693*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares
13 Percent of Class Represented by Amount in Row 11 31.2%*
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 17
1 Name of Reporting Person BK CAPITAL PARTNERS III, L.P.
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
SHARES 8 Shared Voting Power 2,472,693*
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 2,472,693*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,472,693*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares
13 Percent of Class Represented by Amount in Row 11 31.2%*
14 Type of Reporting Person PN
* See response to Item 5.
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CUSIP No. 903236-10-7 SCHEDULE 13D Page 6 of 17
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
SHARES 8 Shared Voting Power 2,472,693*
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 2,472,693*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,472,693*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares
13 Percent of Class Represented by Amount in Row 11 31.2%*
14 Type of Reporting Person CO
* See response to Item 5.
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CUSIP No. 903236-10-7 SCHEDULE 13D Page 7 of 17
1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, L.P.
IRS Identification No. of Above Person 94-3205364
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
SHARES 8 Shared Voting Power 2,472,693*
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 2,472,693*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,472,693*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares
13 Percent of Class Represented by Amount in Row 11 31.2%*
14 Type of Reporting Person PN, IA
* See response to Item 5.
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CUSIP No. 903236-10-7 SCHEDULE 13D Page 8 of 17
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
SHARES 8 Shared Voting Power 2,472,693*
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power -0-
PERSON WITH
10 Shared Dispositive Power 2,472,693*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,472,693*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares
13 Percent of Class Represented by Amount in Row 11 31.2%*
14 Type of Reporting Person CO
* See response to Item 5.
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CUSIP No. 903236-10-7 SCHEDULE 13D Page 9 of 17
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 17,841
NUMBER OF
SHARES 8 Shared Voting Power 2,472,693*
BENEFICIALLY
OWNED BY EACH
REPORTING 9 Sole Dispositive Power 17,841
PERSON WITH
10 Shared Dispositive Power 2,472,693*
11 Aggregate Amount Beneficially Owned by Each
Reporting Person 2,490,534*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares
13 Percent of Class Represented by Amount in Row 11 31.4%*
14 Type of Reporting Person IN
* See response to Item 5.
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Item 1. Security and Issuer
This Amendment No. 20 (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. 19 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 I, L.P., a
California limited partnership ("BK I"), BK Capital Partners II, L.P., a
California limited partnership ("BK II"), BK Capital Partners III, L.P., a
California limited partnership ("BK III"), The Common Fund, a New York non-
profit corporation, Richard C. Blum & Associates, L.P., a California
limited partnership ("RCBA L.P."), Richard C. Blum & Associates, Inc., a
California corporation ("RCBA Inc."), and Richard C. Blum, the Chairman and
substantial shareholder of RCBA Inc.
BK I, 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 L.P. is the sole general partner of BK I, BK II and BK III.
RCBA, L.P. is a California limited partnership whose principal business is
acting as general partner for investment partnerships and providing
investment advisory and financial consulting services. RCBA L.P. is a
registered investment adviser with the Securities and Exchange Commission
and with the State of California. The sole general partner of RCBA L.P. is
RCBA Inc. The principal business office address of RCBA L.P. and RCBA Inc.
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:
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Name and Business Citizenship Principal Occupation
Office Held Address or Employment
Richard C. Blum 909 Montgomery St. USA Chairman and
Chairman and Suite 400 Director, RCBA, L.P.
Director San Francisco, CA
Thomas L. 40 Wall Street USA Chairman, Loeb
Kempner New York, NY Partners
Director 10005 Corporation,
Investment
Banking Business
Nils Colin Lind 909 Montgomery St. Norway Managing
Managing Suite 400 Director, RCBA, L.P.
Director and
Director San Francisco, CA
George A. 909 Montgomery St. USA Managing
Pavlov Suite 400 Director and
Managing San Francisco, CA Chief Financial
Director, Chief Officer, RCBA, L.P.
Financial Officer
and Director
Alexander L. 909 Montgomery St. USA Managing
Dean Suite 400 Director of
Managing San Francisco, CA Investments, RCBA, L.P.
Director of
Investments and
Director
Peter E. 909 Montgomery St. USA Managing
Rosenberg Suite 400 Director of
Managing San Francisco, CA Investments, RCBA, L.P.
Director of
Investments and
Director
Michael Kane 909 Montgomery St. USA Managing
Managing Suite 400 Director of
Director of San Francisco, CA Investments, RCBA, L.P.
Investments
Donald S. 3 Embarcadero Center USA Howard, Rice, et al.
Scherer Suite 700 (law firm)
Secretary San Francisco, CA 94111
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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):
Trustees
Paul J. Aslanian David M. Lascell
Treasurer Partner
Macalester College Hallenbeck, Lascell, Norris & Zorn
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 Louis W. Moelchert
Vice President for Business
Mayree C. Clark and Finance
Managing Director, Global University of Richmond
Research Campus Drive, Room 202
Morgan Stanley & Co., Inc. Maryland Hall
1251 Avenue of the Americas Richmond, VA 23173
New York, NY 10020
Andre F. Perold
Herbert M. Gordon Sylvan C. Coleman Professor
Treasurer of Financial Management
The Regents of the Harvard University Graduate
University of California School of Business
Kaiser Center Administration
300 Lakeside Drive, 17th Morgan Hall, 367, Soldiers
Floor Field
Oakland, CA 94612-3550 Boston, MA 02163
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Todd E. Petzel
Caspa L. Harris, Jr Executive Vice President
President Business Development
National Association of Chicago Mercantile Exchange
College and University 30 South Wacker Drive
Business Officers Chicago, IL 60606
1 Dupont Circle, Suite 500
Washington, DC 20036 Robert S. Salomon, Jr.
President
Norman G. Herbert STI Management LLC
Treasurer and Investment 36 Flying Cloud Road
Officer Stamford, CT 06902
University of Michigan
5032 Fleming Administration William T. Spitz
Building Treasurer
Ann Arbor, MI 48109-1340 Vanderbilt University
102 Alumni Hall
William Hromadka Nashville, TN 37240-0159
Treasurer and Assoc. Sr.
Vice President David K. Storrs, President
University of Southern The Common Fund
California 450 Post Road East
University Park, Treasurer's Westport, CT 06881-0909
Office
BKS 402 - Bookstore Building
Los Angeles, CA 90089-2541
Lyn Hutton
Vice President Finance and
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. Curt R. Tobey
Senior Vice President Senior Vice President
Robert E. Shultz Gary P. Watson
Senior Vice President Chief Operating Officer and
Secretary
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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.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the previous purchases of Stock was 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 L.P. 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, 7,003,666 shares of the Stock were
outstanding as of January 31, 1995. The following Reporting Persons have
the following direct holdings in the Stock or in Stock obtainable upon the
exercise of warrants ("Warrant Shares"):
Shares of Warrant Percentage
Name Stock Owned Shares Owned Owned
BK I 104,719 403,546 6.9%
BK II 117,869 403,546 7.0%
BK III 248,738 115,299 5.1%
The Common Fund 1,077,980 -0- 15.4%
RCBA L.P. 996 -0- Less than 1%
Total 1,550,302 922,391 31.2%
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Because voting and investment decisions concerning the above shares are
made by RCBA L.P., the Reporting Persons affirm membership in a group.
Therefore, each Reporting Person is deemed to have beneficial ownership of
an aggregate of 2,472,693 shares of the Stock, which is 31.2% of the
outstanding Stock (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 17,841 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 2,490,534 shares, which is 31.4% 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 January 24, 1994, BK III distributed an aggregate of 77,500 shares of
the Stock to two of its limited partners in connection with such limited
partners' withdrawal from the partnership.
(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: January 31, 1995
BK CAPITAL PARTNERS I, L.P. THE COMMON FUND
BK CAPITAL PARTNERS II, L.P. By: Richard C. Blum & Associates,
Inc., Investment Adviser
BK CAPITAL PARTNERS III, L.P.
RICHARD C. BLUM & ASSOCIATES, L.P. By: /s/ Donald S. Scherer
_____________________
Donald S. Scherer,
Secretary
By: Richard C. Blum & Associates,
Inc., its General Partner
By: /s/ Donald S. Scherer
_____________________
Donald S. Scherer,
Secretary
RICHARD C. BLUM & ASSOCIATES, INC. /s/ N. Colin Lind
_________________
RICHARD C. BLUM
By: /s/ Donald S. Scherer By: N. Colin Lind
_____________________ 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. 20 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: January 31, 1995
BK CAPITAL PARTNERS I, L.P. THE COMMON FUND
BK CAPITAL PARTNERS II, L.P. By: Richard C. Blum & Associates,
Inc., Investment Adviser
BK CAPITAL PARTNERS III, L.P.
RICHARD C. BLUM & ASSOCIATES, L.P. By: /s/ Donald S. Scherer
_____________________
Donald S. Scherer,
Secretary
By: Richard C. Blum & Associates,
Inc., its General Partner
By: /s/ Donald S. Scherer
_____________________
Donald S. Scherer,
Secretary
RICHARD C. BLUM & ASSOCIATES, INC. /s/ N. Colin Lind
_________________
RICHARD C. BLUM
By: /s/ Donald S. Scherer By: N. Colin Lind
_____________________ Attorney-in-Fact
Donald S. Scherer,
Secretary
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