February 16, 1995
Dear Stockholder:
You are cordially invited to attend the 1995 Annual
Meeting of Stockholders on Tuesday, March 21, 1995, beginning at
9:30 A.M. Pacific Standard Time, at the Park Hyatt Hotel, 333
Battery Street, San Francisco, California 94111.
Holders of URS Corporation common stock are being asked
to vote on all of the matters presented in the attached Notice of
Annual Meeting of Stockholders. Whether or not you plan to attend
the meeting in person, it is important that your shares of URS
Corporation common stock be represented and voted at the meeting.
Accordingly, after reading the attached Notice of Annual Meeting
and Proxy Statement, please sign and date the enclosed proxy card
and mail it in the envelope provided.
We hope you can join us on March 21.
Very truly yours,
/s/ Martin M. Koffel
-1- <PAGE>
URS CORPORATION
---------------
100 California Street, Suite 500
San Francisco, California 94111-4529
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 21, 1995
------------------------
The Annual Meeting of Stockholders of URS Corporation
will be held on Tuesday, March 21, 1995, at 9:30 A.M., Pacific
Standard Time, at the Park Hyatt Hotel, 333 Battery Street,
San Francisco, California for the following purposes:
1. To elect directors;
2. To consider ratification of the selection of
Coopers & Lybrand as URS Corporation's independent
auditors for fiscal year 1995; and
3. To transact such other business as may properly
come before the meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on
February 8, 1995 as the record date for determining the
stockholders who will be entitled to notice of, and to vote at, the
Annual Meeting and any adjournment thereof. A complete list of
stockholders entitled to vote will be available at the offices of
URS Corporation, 100 California Street, Suite 500, San Francisco,
California 94111-4529 for ten days prior to the meeting.
IF YOU ARE UNABLE TO BE PRESENT AT THE MEETING, YOU ARE
REQUESTED TO DATE, SIGN AND RETURN THE ENCLOSED PROXY AS SOON AS
POSSIBLE SO THAT YOUR SHARES WILL BE REPRESENTED.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kent P. Ainsworth
Kent P. Ainsworth, Secretary
February 16, 1995
-2- <PAGE>
URS CORPORATION
------------------------
PROXY STATEMENT
The accompanying proxy is solicited by the Board of
Directors of URS Corporation, a Delaware corporation (the
"Company"), to be used in voting at the Annual Meeting of
Stockholders to be held at 9:30 A.M. on Tuesday, March 21, 1995, at
the Park Hyatt Hotel, 333 Battery Street, San Francisco, California
and at any adjournment of such meeting.
The record date for the determination of stockholders
entitled to notice of, and to vote at, the Annual Meeting or any
adjournment thereof has been fixed at February 8, 1995. As of that
date, 7,025,886 shares of Common Stock of the Company were
outstanding. Each common share is entitled to one vote on all
matters presented.
Any proxy given may be revoked by a stockholder at any
time before it is voted by filing with the Secretary of the Company
a notice in writing revoking it, by duly executing a proxy bearing
a later date, or by attending and voting in person at the Meeting.
Subject to any such revocation, all shares represented at the
Meeting by properly executed proxies will be voted in accordance
with the specifications on the proxy. If no specification is made,
the shares will be voted FOR (i) election of the nominees named
herein as Directors and (ii) ratification of the selection of
Coopers & Lybrand as the independent auditors for the Company for
fiscal year 1995.
The Company will bear the expense of preparing, printing
and mailing this Proxy Statement and the proxies solicited hereby
and will reimburse banks, brokerage firms and nominees holding
shares of record for their reasonable expenses in forwarding
solicitation materials to beneficial owners of such shares. In
addition to the solicitation of proxies by mail, officers and
regular employees of the Company may communicate with stockholders
either in person or by telecommunication for the purpose of
soliciting such proxies, but no additional compensation will be
paid for such solicitation.
This Proxy Statement and the accompanying proxy are being
sent to stockholders on or about February 16, 1995. A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED
OCTOBER 31, 1994 ACCOMPANIES THIS PROXY STATEMENT. COPIES OF THE
EXHIBITS TO THE FORM 10-K MAY BE OBTAINED UPON WRITTEN REQUEST
ADDRESSED TO THE SECRETARY AT THE COMPANY'S PRINCIPAL EXECUTIVE
OFFICES LOCATED AT 100 CALIFORNIA STREET, SUITE 500, SAN FRANCISCO,
CALIFORNIA 94111-4529 AND THE PAYMENT OF $0.25 PER PAGE FOR
PHOTOCOPYING.
-3- <PAGE>
ELECTION OF DIRECTORS
Directors will be elected to hold office until the next
annual meeting of stockholders or until their successors shall have
been elected. Although Management anticipates that all of the
nominees will be able to serve, if any nominee is unable or
unwilling to serve at the time of the Meeting, the proxy will be
voted for a substitute nominee chosen by Management, or the number
of directors to be elected may be reduced in accordance with the
Company's By-Laws.
All of the nominees are presently directors of the
Company. Set forth below are the names and ages of the nominees,
the principal occupation of each nominee at present and for at
least the past five years, certain directorships held by each and
the year in which each became a director of the Company.
Year
First
Name of Director Principal Occupation Age Elected
---------------- -------------------- --- -------
Richard C. Blum Chairman and President, 59 1975
Richard C. Blum & Associates,
Inc. ("RCBA, Inc."), the sole
general partner of Richard C.
Blum & Associates, L.P., a
merchant banking firm ("RCBA,
L.P."); Vice Chairman of the
Board of Directors and financial
consultant to the Company;
Director of National Education
Corporation since 1985; Vice
Chairman of Shanghai Pacific
Partners, Inc. since 1986;
Director of Sumitomo Bank of
California since 1987; Director
of Northwest Airlines Corp.
since 1989; Director of Shaklee
Corporation since 1990; Director
of Triad Systems Corporation
since 1992; Director of
ImmuLogic Pharmaceutical
Corporation and CB Commercial
since 1993.
Emmet J. Chairman of Cashin Investments 72 1972
Cashin, Jr. since 1993; Trustee, Thompson
McKinnon Asset Management, Inc.
since 1980; Chairman and Chief
Executive Officer, Fox Group, a
real estate investment
corporation, from 1968 to 1993.
-4- <PAGE>
Year
First
Name of Director Principal Occupation Age Elected
---------------- -------------------- --- -------
Armen Executive Vice President and 57 1994
Der Marderosian General Manager, 1993 to
present, and Vice President and
General Manager, 1990 to 1992,
GTE Government Systems
Corporation; Vice President and
General Manager, GTE's Tactical
Systems Sector, from 1987 to
1990.
Adm. S. Robert Vice President, Raytheon 66 1994
Foley, Jr., USN International Inc. and
(Ret.) President, Raytheon Japan since
January 1995; Vice President,
Commercial Marketing and
Planning, Raytheon Corporation,
1991 to 1995; Vice Chairman, ICF
Kaiser Engineers, 1990 to 1991;
President, Advanced Technology
Division, ICF Kaiser Engineers,
1988 to 1990; Assistant
Secretary for Defense Programs,
United States Department of
Energy, 1985 to 1987; served in
United States Navy, 1950 to
1985: including Commander-In-
Chief, U.S. Pacific Fleet, 1982
to 1985.
Martin M. Koffel Chief Executive Officer and 55 1989
President of the Company since
May 1989; Chairman of the Board
since June 1989; Director of
Regent Pacific Management
Corporation since 1993.
Richard B. Madden Chairman, from 1977 to 1994, and 65 1992
Chief Executive Officer, from
1971 to 1994, of Potlatch
Corporation; Director of
Potlatch Corporation since 1971;
Director of Pacific Gas and
Electric Company since 1977;
Director of Consolidated
Freightways, Inc. since 1992;
Director of Pacific Gas
Transmission Company since 1994.
-5- <PAGE>
Year
First
Name of Director Principal Occupation Age Elected
---------------- -------------------- --- -------
Richard Q. Praeger Management and engineering 70 1970
consultant since 1974; Owner,
Transition Books, a book store,
since 1979; prior to November
1974, President, URS/Madigan-
Praeger, Incorporated.
Irwin L. President, URS Consultants, 58 1989
Rosenstein Inc., the Company's principal
subsidiary ("URSC"), since
February 1989; Vice President of
the Company since 1987;
President of Eastern Region of
URSC from August 1986 to
February 1989.
William D. Walsh General Partner, Sequoia 64 1988
Associates, a private investment
firm, since 1983; Chairman of
the Board of Champion Road
Machinery, Ltd. and Newell
Industrial Corporation since
1988; Director of National
Education Corporation since
1987; Director of Basic
Vegetable Products since 1990;
Member of Management Committee
of Mike Yurosek & Sons, L.P.
since 1992; Director of Newcourt
Credit Group, Inc., Deanco, Inc.
and Consolidated Freightways,
Inc. since 1994.
During fiscal year 1994, the Board of Directors held six
meetings. The Board of Directors has a Compensation/Option
Committee, an Audit Committee and a Nominating Committee. Each
Director attended at least 75 percent of the aggregate of (1) the
total number of the meetings of the Board of Directors (held during
the period for which he has been a Director) and (2) the total
number of meetings held by all the committees of the Board of
Directors on which he served (during the periods that he served).
The Compensation/Option Committee consists of
Mr. Praeger, Chairman, and Messrs. Cashin, Madden, Walsh and Der
Marderosian. The Compensation/Option Committee held three meetings
during fiscal year 1994. The primary responsibilities of the
Compensation/Option Committee are to approve remuneration plans and
other executive benefits and to administer the Company's employee
stock purchase and incentive plans and the Company's 1991 Stock
Incentive Plan.
-6- <PAGE>
The Audit Committee consists of Mr. Walsh, Chairman, and
Messrs. Cashin, Madden, Praeger and Foley. The Audit Committee
held two meetings during fiscal year 1994. The primary responsi-
bilities of the Audit Committee are to review and approve the scope
and fee for the auditors' annual examination of the Company's
consolidated financial statements and review with the auditors the
results for the year.
The Nominating Committee consists of Mr. Madden,
Chairman, and Messrs. Koffel and Walsh. The Nominating Committee
held three meetings during fiscal year 1994. The primary responsi-
bilities of the Nominating Committee are to recommend to the Board
of Directors prior to each annual meeting of stockholders (or other
meeting of stockholders at which Directors are to be elected) a
slate of nominees, to recommend an individual or individuals to
fill any vacancy on the Board of Directors and to review the
composition and functions of the Board of Directors and the
performance of the incumbent Directors and make recommendations as
needed to improve the effectiveness or the balance of expertise of
the members. The Nominating Committee will consider nominees
recommended by security holders. Any security holder who wishes to
recommend a nominee for membership on the Company's Board of
Directors must submit such nomination in writing to Mr. Richard B.
Madden, Chairman of the Nominating Committee, in care of the
Company at its principal executive offices. All such nominations
will be thoroughly reviewed by the Nominating Committee.
EXECUTIVE COMPENSATION
Report of the Compensation/Option Committee On Executive
Compensation
--------------------------------------------------------
The Compensation/Option Committee (the "Committee") has
the responsibility, under delegated authority from the Company's
Board of Directors, for developing, administering and monitoring
the executive compensation policies of the Company. Since March
1992, the Committee has been composed solely of independent non-
employee Directors of the Company. In fulfilling its responsi-
bilities, the Committee has used the services of an outside firm of
compensation consultants.
With the approval of the Committee, the Company has
developed compensation plans and programs designed to attract and
retain qualified key executives and senior managers critical to the
Company's success, and also to provide such executives and managers
with performance-based incentives tied to the profitability of the
Company. Compensation of the Company's executives, including the
Chief Executive Officer, consists of three basic components: base
compensation, annual bonuses and long-term incentive awards.
-7- <PAGE>
Base Compensation
-----------------
Base compensation is established through negotiation
between the Company and the executive at the time the executive is
first hired, and then subsequently when the executive's base
compensation is subject to review or reconsideration. Of the
Company's senior executives named in the following Summary
Compensation Table (with the exception of Mr. Shane, who resigned
his positions with the Company effective May 19, 1994, collectively
the "Named Executives"), Messrs. Koffel, Rosenstein, Tanzer and
Ainsworth have received evergreen employment contracts which
provide for a minimum base salary and other base compensation
benefits. Mr. Bloom does not have an employment agreement. (See
"Employment Agreements.") The base salaries of the Named
Executives are subject to periodic review and possible increase by
the Committee (or, with respect to Dr. Tanzer and Mr. Bloom, by the
Chief Executive Officer), but, except for Mr. Bloom, cannot be
decreased without the Named Executive's consent. Base salaries of
all other executives and senior managers are subject to periodic
review and increase or decrease by the Company's Chief Executive
Officer at his option, within the overall framework of the
compensation policies established by the Committee.
When establishing or reviewing base compensation levels
for the Named Executives, the Committee or the Chief Executive
Officer, where appropriate, considers numerous factors, including
the qualifications of the executive, whether the base compensation
is within the range of executive pay levels at a selected group of
other publicly and privately-held companies which compete with the
Company for business and executive talent, the financial per-
formance of those companies relative to the Company, the Company's
strategic goals for which the executive has responsibility, and the
recommendations (if appropriate) of the Company's Chief Executive
Officer (except with respect to his own base compensation). While
there are overlaps, the compensation peer group is not completely
the same as the stockholder return peer group discussed in the
"Stockholder Return Chart" below because the Company competes for
executive talent with numerous companies outside that peer group.
In establishing the initial base salaries of the Named Executives,
particular weight was given to the need to attract and retain
experienced executives qualified to lead the Company and to
develop, implement and maintain management and cost controls
necessary for the Company's success.
Annual Bonus Programs
---------------------
In addition to base compensation, each of the Company's
executives and selected senior managers, including the Named
Executives, participates in either the annual URS Corporation
Incentive Compensation Plan or the annual URS Consultants Incentive
Compensation Plan. Under these plans, participating executives and
senior managers ("Participants") can earn annual bonuses depending
on the extent to which certain defined financial performance tar-
gets are met. If performance targets are met, each Participant's
bonus is determined as a fixed percentage of his or her base salary
-8- <PAGE>
(the "Target Bonus"). If performance targets are not met, bonuses
are determined as a declining percentage of Target Bonuses depend-
ing on the extent of the shortfall. Conversely, if performance
targets are exceeded, then each Participant can earn a bonus in
excess of the Target Bonus determined by the extent of the
performance in excess of target, up to a maximum of two times the
Target Bonus.
Target Bonuses are established by contract for Mr. Koffel
at 60 percent of his base salary, and are established annually by
the Chief Executive Officer for the other Named Executives and the
other Participants, within the overall framework of the compensa-
tion policies established by the Committee. For the Named
Executives, Target Bonuses currently range from 30 percent to
60 percent of base salary.
Overall financial performance targets are approved by
Committee each year after consultation with the Chief Executive
Officer. Under the URS Corporation Incentive Compensation Plan,
the basic financial measurement used to gauge individual per-
formance is the Company's fiscal year net income. Under the URS
Consultants Incentive Compensation Plan, measurements of operating
profit contribution, cash flow and, where appropriate, sales are
applied to the financial performance of the operating division or
unit for which the Participant has management responsibility.
However, increasing emphasis is placed on Company-wide financial
performance as the Participants' responsibilities increase.
Overall Company profitability thresholds must be met before any
bonuses can be earned at all participation levels.
Long-Term Incentive Awards
--------------------------
The Company also has adopted the 1991 Stock Incentive
Plan, as amended, to provide executives and other key employees
with incentives to maximize long-term stockholder values. Awards
under this plan can take a variety of forms, including stock
options, stock appreciation rights and restricted stock, all of
which are designed both to encourage recipients to focus on
critical long-range objectives and award recipients with an equity
stake in the Company, thereby closely aligning their interests with
those of the Company's stockholders. Recipients generally fall
into five different groups: corporate management, division
managers, office managers, key technical staff and key admin-
istrative staff, and the size of awards are generally consistent
within each of these groups. The Committee periodically considers
whether to approve specific awards under this plan based on the
recommendations of the Chief Executive Officer, who recommends the
timing and size of awards. Factors considered include the
executive's or key employee's position in the Company, his or her
performance and responsibilities, the extent to which he or she
already holds an equity stake in the Company and long-term
incentive award levels of comparable executives and key employees
at companies which compete with the Company for talented executives
and managers. However, the plan does not provide any formulaic
method for weighing these factors, and a decision to grant an award
-9- <PAGE>
is primarily based upon an evaluation of the past as well as the
future anticipated performance and responsibilities of the
individual in question.
Chief Executive Officer Compensation
------------------------------------
The compensation of Mr. Koffel during fiscal year 1994
was determined on the same basis as discussed above for all Named
Executives (except Mr. Bloom): he received his base salary under
the terms of his employment agreement, he participated in the 1994
URS Corporation Incentive Compensation Plan with a Target Bonus of
60 percent of his base salary, and he received a grant of an option
to purchase 40,000 shares of the Company's Common Stock under the
1991 Stock Incentive Plan. The Company's financial performance in
fiscal year 1994 was strong and net income exceeded Target levels.
As a result of this performance, Mr. Koffel received a bonus of
$283,580 under the 1994 URS Corporation Incentive Compensation
Plan. No additional consideration was given by the Committee to
the compensation for Mr. Koffel during fiscal year 1994.
Tax Deduction of Executive Compensation
---------------------------------------
Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"), precludes the deduction by a publicly held
corporation for compensation paid to certain employees for taxable
years beginning on or after January 1, 1994 to the extent that such
compensation exceeds $1,000,000, except for compensation paid under
a written binding contract in existence on February 17, 1993. Code
Section 162(m) and Internal Revenue Service regulations promulgated
thereunder provide that qualified performance-based compensation
will not be subject to the deduction limit if (i) it is payable
solely on account of the attainment of preestablished, objective
performance goals, (ii) the performance goals are established by a
compensation committee composed solely of two or more "outside-
directors", (iii) the material terms of the compensation and the
performance goals are disclosed to and approved by stockholders
before payment, and (iv) the compensation committee certifies that
the performance goals have been satisfied before payment. Because
the Committee did not approve any executive compensation in fiscal
year 1994 which was within the scope of Section 162(m) of the Code,
the proposed regulations do not affect the preparation of the
Company's tax filings for fiscal year 1994. However, the Committee
plans to make every reasonable effort to cause any performance-
based compensation falling within the scope of Section 162(m) of
-10- <PAGE>
the Code to qualify for the exemption contained in the proposed
regulations.
Respectfully Submitted,
THE COMPENSATION/OPTION COMMITTEE
Richard Q. Praeger, Chairman
Emmet J. Cashin, Jr.
Armen Der Marderosian
Richard B. Madden
William D. Walsh
Compensation and Option/SAR Tables
----------------------------------
The following tables set forth certain information
regarding the salary and benefits paid by the Company to its Chief
Executive Officer and its four most highly compensated executive
officers (other than the Chief Executive Officer) during each of
the three most recent fiscal years for services rendered to the
Company and its subsidiaries.
-11- <PAGE>
<TABLE>
Summary Compensation Table
--------------------------
<CAPTION> Annual Compensation Long Term Compensation
----------------------------------------- --------------------------------
Awards Payouts
----------------------- -------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Other Securities
Annual Restricted Underlying All Other
Principal Compen- Stock Options/ LTIP Compen-
Name Position Year Salary Bonus sation<F1> Award(s)<F2> SARs Payouts sation
---- --------- ---- ------ ----- ---------- ------------ ---------- ------- ---------
($) ($) ($) ($) (#) ($) ($)
Martin M. Chairman of the 1994 $385,000 $283,580 $1,585 $0 40,000 $0 $39,639
Koffel Board; Chief 1993 $385,000 $0 $3,220 $0 0 $0 $35,606
Executive Officer; 1992 $380,625 $91,766 $3,781 $0 0 $0 $25,450 <F3>
President
Irwin L. Vice President; 1994 $300,400 $169,106 $840 $0 25,000 $0 $18,105
Rosenstein President, URS 1993 $300,000 $0 $261 $0 0 $0 $16,707
Consultants, Inc. 1992 $283,333 $66,298 $952 $0 10,000 $0 $7,248 <F4>
Martin S. Executive Vice 1994 $224,555 $99,209 $1,344 $0 27,500 $0 $22,431
Tanzer, Ph.D. President, URS 1993 $220,000 $0 $492 $0 0 $0 $33,469
Consultants, Inc. 1992 $183,333 $41,859 $840 $48,125 0 $0 $4,908 <F5>
Kent P. Vice President; 1994 $185,000 $90,844 $0 $0 10,000 $0 $1,500
Ainsworth Chief Financial 1993 $179,434 $0 $0 $0 0 $0 $1,803
Officer; Secretary 1992 $163,125 $26,219 $0 $56,250 10,000 $0 $2,288 <F6>
Marvin. J. Senior Vice 1994 $150,141 $67,993 $421 $0 10,000 $0 $1,687
Bloom President, URS 1993 $138,856 $18,630 $201 $0 0 $0 $1,638
Consultants, Inc. 1992 $122,339 $24,861 $436 $0 5,000 $0 $1,555 <F7>
Michael B. Executive Vice 1994 $115,068 <F8> $0 $434 $0 12,500 $0 $204,813
Shane President; General 1993 $210,000 $0 $1,456 $0 0 $0 $3,235
Counsel; Secretary 1992 $207,500 $41,712 $1,826 $0 0 $0 $4,328 <F9>
</TABLE>
-12- <PAGE>
[FN]
<F1> The amounts in this column represent automobile allowances.
<F2> The aggregate number and value as of October 31, 1994 of each
of the Named Executive's restricted share holdings are as
follows: Mr. Koffel, 0 shares, $0; Mr. Rosenstein, 0 shares,
$0; Dr. Tanzer, 5,000 shares, $28,750; Mr. Ainsworth,
7,500 shares, $43,125; Mr. Bloom, 0 shares, $0; Mr. Shane,
1,500 shares, $8,625. The last portion of Mr. Shane's shares
vested on December 7, 1993; Dr. Tanzer's and Mr. Ainsworth's
shares vested 33% in 1993 and 33% in 1994, and will vest 34%
in 1995. No dividends are paid on these restricted shares.
<F3> Consists of matching contributions of $1,500 paid pursuant to
the Company's Defined Contribution Plan, a $2,175 cost of
living adjustment to amounts previously credited under the
Company's Selected Executives Deferred Compensation Plan, and
$9,414 of term life insurance premiums and $26,550 of
disability insurance premiums paid pursuant to Mr. Koffel's
employment agreement (see "Employment Agreements").
<F4> Consists of matching contributions of $1,500 paid by the
Company pursuant to the Company's Defined Contribution Plan,
$11,539 paid by the Company for the surrender of accrued vaca-
tion time, a $3,979 cost of living adjustment to amounts
previously credited under the Company's Selected Executives
Deferred Compensation Plan and $1,087 for life insurance
premiums.
<F5> Consists of matching contributions of $1,839 paid by the
Company pursuant to the Company's Defined Contribution Plan,
$16,923 paid by the Company for the surrender of accrued
vacation time, a $2,282 cost of living adjustment to amounts
previously credited under the Company's Selected Executives
Deferred Compensation Plan and $1,387 for life insurance
premiums.
<F6> Consists of matching contributions of $1,500 paid by the
Company pursuant to the Company's Defined Contribution Plan.
<F7> Consists of matching contributions of $1,687 paid by the
Company pursuant to the Company's Defined Contribution Plan.
<F8> Mr. Shane resigned his positions as Executive Vice President,
General Counsel and Secretary effective as of May 19, 1994.
Accordingly, this figure represents Mr. Shane's annual salary
of $210,000 for the period from November 1, 1993 to May 19,
1994.
<F9> Consists of matching contributions of $1,118 paid pursuant to
the Company's Defined Contribution Plan, $61,845 paid by the
Company for the payout of amounts previously credited under
the Company's Selected Executives Deferred Compensation Plan,
$22,918 paid by the Company for the surrender of accrued
vacation time, $94,932 paid by the Company for Mr. Shane's
base compensation during the Continuation Period from May 20,
1994 to October 31, 1994 (see "Employment Agreements") and
$24,000 paid by the Company for consulting fees from May 19,
1994 to October 31, 1994 (see "Employment Agreements").
-13- <PAGE>
Option/SAR Grants In Last Fiscal Year
-------------------------------------
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation
Individual Grants for Option Term
- ----------------------------------------------------------- ----------------
% of Total
Options/
Number of SARs
Securities Granted to
Underlying Employees Exercise or Expira-
Options/SARs in Fiscal Base Price tion
Name Granted (#) Year ($/Sh) Date 5% ($) 10% ($)
- ----------- ------------ ---------- ---------- --------- ------ -------
M. M. Koffel 40,000 13% $6.75 3/22/2004 169,802 430,810
I.L. Rosenstein 25,000 8% $6.75 3/22/2004 106,126 268,944
M. S. Tanzer 15,000 9% $5.63 12/21/2003 53,110 134,592
12,500 $6.75 3/22/2004 53,063 134,472
K. P. Ainsworth 10,000 3% $6.75 3/22/2004 42,450 107,578
M. J. Bloom 10,000 3% $6.75 3/22/2004 42,450 107,578
M. B. Shane 12,500 4% $6.75 3/22/2004 53,063 134,472
-14- <PAGE>
Aggregated Option/SAR Exercises In Last Fiscal Year
and FY-End Option/SAR Values
---------------------------------------------------
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options/SARs
Options/SARs at FY-End
at FY-End (#) ($)<F1>
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise Realized Unexercisable Unexercisable
---- -------------- -------- ------------- -------------
(#) ($)
M. M. Koffel 0 $0 359,000 $903,000
40,000 $0
I. L. Rosenstein 0 $0 65,020 $0
28,333 $0
M. S. Tanzer 0 $0 40,208 $0
27,500 $0
K. P. Ainsworth 0 $0 56,667 $0
13,333 $0
M. J. Bloom 0 $0 8,330 $0
11,670 $0
M. B. Shane 0 $0 147,036 $361,200
12,500 $0
[FN]
<F1> Based on 1994 fiscal year-end share price equal to $5.75.
Directors' Remuneration
-----------------------
During fiscal year 1994, the non-employee members of the
Company's Board of Directors received an annual Director's fee of
$15,000, plus an attendance fee of $2,000 for each Board of
Directors meeting attended, and a fee of $500 for participation in
any telephonic Board of Directors meeting. Non-employee Directors
who are members of a committee of the Board received $625 for each
committee meeting attended and the Chairman of the committee
received an additional $625 per meeting. Employee members of the
Board of Directors did not receive any such fees. In addition,
during fiscal year 1994, the Board of Directors authorized the
hiring of non-employee Directors on an as-needed basis from time to
time as consultants for special projects at the rate of up to
$3,000 per day (plus reasonable expenses) upon the recommendation
of the Chairman of the Board or any officer designated by the
Chairman of the Board.
-15- <PAGE>
Upon the conclusion of each Annual Meeting of
Stockholders, each non-employee Director who is reelected to serve
as a Director automatically receives an option to purchase 1,000
shares under the 1991 Stock Incentive Plan. During fiscal year
1994, Messrs. Blum, Cashin, Madden, Praeger and Walsh each received
an option to purchase 1,000 shares under the 1991 Stock Incentive
Plan for services rendered as non-employee Directors during fiscal
year 1994. Employee members of the Board of Directors did not
receive any such options.
Richard C. Blum, a Director of the Company, receives
$60,000 per year for services provided under a consulting agreement
with the Company. In addition, the Company pays $90,000 per year
to RCBA, L.P. under a separate consulting agreement. The Company
may terminate these consulting agreements at any time. RCBA, Inc.,
in its capacity as the sole general partner of RCBA, L.P.,
indirectly through several entities, holds 2,550,193 shares
(assuming the exercise of certain warrants), or approximately
35 percent, of the Company's outstanding Common Stock. Mr. Blum is
the majority stockholder of RCBA, Inc.
Employment Agreements
---------------------
Martin M. Koffel
----------------
Mr. Koffel has an evergreen employment agreement with the
Company, executed in December 1991, under which Mr. Koffel receives
an annual base salary of not less than $385,000 and is eligible for
a target bonus equal to 60 percent of his base salary. The
agreement obligates the Company to reimburse Mr. Koffel for the
cost of maintaining disability insurance providing monthly benefits
of not less than $10,000 in the event of his disability and
provides for certain supplemental life insurance benefits which
currently are in the form of a $1,155,000 term life insurance
policy. If Mr. Koffel's employment is terminated involuntarily by
the Company without cause (other than by reason of death or
disability), the Company must pay a severance payment equal to 150
percent of his then current base salary and his then current target
bonus. If Mr. Koffel ceases to be employed by the Company for any
reason other than for cause within one year following a Change in
Control (see below), he becomes entitled to a special severance
payment equal to three times the sum of his then current base
salary and his then current target bonus. In addition, all awards
held by Mr. Koffel under any of the Company's incentive, deferred
compensation, bonus, stock and similar plans, to the extent
unvested, will become vested immediately upon a Change in Control.
A Change in Control is defined in the agreement to include (i) a
change in control required to be reported pursuant to Item 6(e) of
Schedule 14A of Regulation 14A under the Securities Exchange Act of
1934, as amended, or (ii) any person acquiring 20 percent or more
of the voting power of the Company or (iii) more than two-thirds of
-16- <PAGE>
the Directors not having served on the Board for 24 months prior to
the Change in Control.
Under the terms of an earlier employment agreement
executed in May 1989, Mr. Koffel was granted SARs on 15,000 shares
at the base price of $28.75 which expire upon the earlier of May 9,
1999 or the termination of Mr. Koffel's employment with the
Company. At the Company's option, Mr. Koffel's SARs may at any
time be replaced with options to purchase Common Stock on the same
economic basis as the SARs. The SARs are fully vested.
Irwin L. Rosenstein
-------------------
Mr. Rosenstein has an evergreen employment agreement with
URSC, executed in August 1991, under which Mr. Rosenstein received
an annual base salary of not less than $250,000 prior to March 1,
1992 and $300,000 thereafter. The agreement also obligates the
Company to maintain a $400,000 term life insurance policy for
Mr. Rosenstein and disability insurance providing him with benefits
of at least $7,000 per month in the event of his disability. If
Mr. Rosenstein's employment is terminated involuntarily by the
Company without cause (other than by reason of death or disability)
he is entitled to continuation of his base salary for one year (or
until normal retirement at age 65, if less). Under the agreement,
as amended, if Mr. Rosenstein ceases to be employed by the Company
within one year following a Change of Control (see below),
Mr. Rosenstein will be entitled to receive a severance payment
equal to 200 percent of his then current base salary. Change in
Control is defined in Mr. Rosenstein's agreement as the acquisition
by any person of 51 percent of more of URSC's or the Company's then
current outstanding securities having the right to vote at
elections of Directors.
Under the terms of an earlier employment agreement
executed in February 1989, Mr. Rosenstein was granted SARs on 7,500
shares at the base price of $27.50 which expire upon the earlier of
February 24, 1999 or the termination of Mr. Rosenstein's employment
with the Company. At the Company's option, Mr. Rosenstein's SARs
may at any time be replaced with options to purchase Common Stock
on the same economic basis as the SARs. The SARs are fully vested.
Martin S. Tanzer, Ph.D.
-----------------------
Dr. Tanzer has an evergreen employment agreement with
URSC, executed in August 1991, under which Dr. Tanzer received an
annual base salary of $150,000 prior to March 1, 1992, $200,000
from that date through October 31, 1992, and $220,000 through
November 14, 1994. Effective November 15, 1994, Dr. Tanzer's annual
salary was further increased to $240,000. The agreement also
obligates the Company to maintain a $400,000 term life insurance
policy for Dr. Tanzer and disability insurance providing him with
benefits of at least $7,000 per month in the event of his
disability. If Dr. Tanzer's employment is terminated involuntarily
by the Company without cause (other than by reason of death or
disability) he is entitled to continuation of his base salary for
-17- <PAGE>
one year (or until normal retirement at age 65, if less). Under
the agreement, as amended, if Dr. Tanzer ceases to be employed by
the Company within one year following a Change of Control (as
defined above in the description of Mr. Rosenstein's employment
agreement), Dr. Tanzer will be entitled to receive a severance
payment equal to 200 percent of his then current base salary.
Under the terms of an earlier employment agreement
executed in February 1989, Dr. Tanzer was granted SARs on 5,000
shares at the base price of $26.25 which expire upon the earlier of
February 27, 1999 or the termination of Dr. Tanzer's employment
with the Company. At the Company's option, Dr. Tanzer's SARs may
at any time be replaced with options to purchase Common Stock on
the same economic basis as the SARs. The SARs are fully vested.
Kent P. Ainsworth
-----------------
Mr. Ainsworth executed an evergreen employment with the
Company in May 1991 following his employment as the Company's Vice
President and Chief Financial Officer in January 1991. Under this
employment agreement, Mr. Ainsworth received an annual base salary
of $150,000 prior to February 24, 1992, $165,000 from that date
through March 22, 1993, and $185,000 through December 14, 1994. On
December 15, 1994, the Compensation/Option Committee further
increased his annual base salary to $195,000. If Mr. Ainsworth's
employment is terminated involuntarily by the Company without cause
(other than by reason of death or disability), he is entitled to
continuation of his base salary for one year (or until normal
retirement at age 65, if less). If Mr. Ainsworth is terminated by
the Company other than for cause or voluntarily leaves for
specified reasons within one year following a Change of Control (as
defined above in the description of Mr. Koffel's employment
agreement), Mr. Ainsworth will be entitled to receive a severance
payment equal to 280 percent of his then current base salary
(reduced pro rata if such termination occurs within two years prior
to normal retirement). In addition, all awards held by
Mr. Ainsworth under any of the Company's incentive, deferred
compensation, bonus, stock and similar plans, to the extent
unvested, will become vested immediately upon a Change of Control.
Marvin J. Bloom
---------------
Mr. Bloom does not have a written employment agreement
with URSC. Mr. Bloom's compensation is reviewed and established
periodically by Mr. Koffel.
Michael B. Shane
----------------
Mr. Shane resigned his positions as Executive Vice
President, General Counsel and Secretary of the Company effective
as of May 19, 1994. At that time, Mr. Shane had an evergreen
employment agreement with the Company, executed in January 1992,
which provided that in the event Mr. Shane's employment was
terminated involuntarily by the Company without cause (other than
by reason of death or disability) he would be entitled to continu-
-18- <PAGE>
ation of his base salary and certain benefit coverages for one
year. Under the agreement, Mr. Shane received an annual base
salary of $210,000 and was eligible for a target bonus equal to
50 percent of his base salary. Pursuant to a Consulting Agreement
and Resignation between Mr. Shane and the Company dated April 22,
1994, the parties agreed that Mr. Shane will be retained as a
consultant by the Company for a period of 12 months commencing
May 20, 1994 for a retainer of $4,000 per month, and will receive
certain benefits of his employment agreement as if he had been
terminated involuntarily by the Company without cause.
Accordingly, in fiscal year 1994, in addition to his base salary of
$115,068 for the period prior to his resignation, Mr. Shane
received consulting fees of $24,000 and continuation period
compensation of $94,932 for the period from May 19, 1994 to
October 31, 1994. Subsequently Mr. Shane asserted that he also was
entitled to receive a bonus for fiscal year 1994, a claim which the
Company denies. Under the terms of Mr. Shane's employment
agreement, this matter has been referred to arbitration.
Under the terms of an earlier employment agreement
executed in August 1989, Mr. Shane was granted SARs on 6,500 shares
at a base price of $13.75. The rights expire on the earlier of
August 1, 1999 or the termination of Mr. Shane's employment with
the Company, which pursuant to the benefit coverage provisions of
the 1992 agreement, is May 19, 1995. At the Company's option,
Mr. Shane's SARs may at any time be replaced with options to
purchase Common Stock on the same economic terms as the SARs. The
SARs are fully vested.
Stockholder Return Chart
------------------------
The following chart compares the cumulative total
stockholder return from a $100 investment in the Company's Common
Stock for the last five fiscal years, compared to the Standard &
Poors 500 Index and the cumulative total return of a peer index.
The cumulative stockholder return performance of the Company has
been compared to the Standard & Poor's 500 index and the weighted
performance of a peer group of engineering companies. The peer
index is comprised of the following companies:
Jacobs Engineering Group ICF International
Gilbert Associates Michael Baker Corporation
Groundwater Technology Greiner Engineering
Stone & Webster Harding Associates
Emcon Associates STV Group
-19- <PAGE>
PERFORMANCE GRAPH
-----------------
The graph is based on an assumed $100 value of an
investment in the Company's common stock and each index as of
November 1, 1989. Calculations of total shareholder returns are
based on reinvestment of all dividends.
11/1/89 11/1/90 11/1/91 11/1/92 11/1/93 11/1/94
------- ------- ------- ------- ------- -------
URS $100 $ 21 $ 62 $ 53 $ 35 $ 42
Peer Group $100 $ 93 $122 $117 $105 $ 98
S&P 500 $100 $ 93 $124 $136 $156 $162
-20- <PAGE>
STOCK OWNERSHIP
---------------
The following table contains information as of
January 15, 1995 as to the beneficial ownership of Common Stock of
the Company, including Common Stock obtainable upon the exercise of
warrants ("warrant shares") and upon exercise of stock options
exercisable on or prior to March 16, 1995, by (i) each person
owning beneficially more than five percent of the Company's Common
Stock; (ii) each Director and nominee for Director; and (iii) the
executive officers. To the Company's knowledge, the persons named
in the table have sole voting and investment power with respect to
all Common Stock shown as beneficially owned by them, subject to
applicable community property laws and except as otherwise noted.
Name and Address Number of Shares Percent of Class<F1>
---------------- ---------------- --------------------
Wells Fargo Bank, N.A. 288,810 shares 9.70%
420 Montgomery Street 435,561 warrant shares
San Francisco, CA 94104 -------
724,371
Base Assets Trust 507,473 shares 12.93%
11444 West Olympic Blvd. 461,195 warrant shares
Los Angeles, CA 90064 -------
968,668
Richard C. Blum & Associates,
L.P.
909 Montgomery Street
San Francisco, CA 94133
(directly)<F2> 996 shares Less than 1%
(through the following
entities) <F3>:
BK Capital Partners 104,719 shares 6.84%
403,546 warrant shares
-------
508,265
BK Capital Partners II 117,869 shares 7.01%
403,546 warrant shares
-------
521,415
BK Capital Partners III 326,238 shares 6.18%
115,299 warrant shares
-------
441,537
The Common Fund 1,077,980 shares 15.33%
-21- <PAGE>
Name and Address Number of Shares Percent of Class<F1>
---------------- ---------------- --------------------
Fund American Enterprises,
Inc. 826,323 shares 11.75%
c/o Fund American
Enterprises Holdings, Inc.
The 1820 House
Main Street
Norwich, VT 05055-0850
The Travelers Inc. 621,735 shares 8.84%
65 East 55th Street
New York, NY 10022
Eagle Asset Management, Inc. 435,400 shares 6.19%
880 Carillon Parkway
St. Petersburg, FL 33716
Richard C. Blum <F4> 16,841 shares Less than 1%
Emmet J. Cashin, Jr. <F5> 7,000 shares Less than 1%
Martin M. Koffel <F6> 344,000 shares 4.66%
Richard B. Madden <F7> 6,000 shares Less than 1%
Richard Q. Praeger <F8> 11,211 shares Less than 1%
Irwin L. Rosenstein <F9> 59,634 shares Less than 1%
William D. Walsh <F10> 5,000 shares Less than 1%
Martin S. Tanzer, Ph.D. <F11> 40,708 shares Less than 1%
Kent P. Ainsworth <F12> 64,167 shares Less than 1%
Marvin J. Bloom <F13> 10,330 shares Less than 1%
Michael B. Shane <F14> 112,236 shares 1.57%
All Officers and Directors 3,115,084 shares 36.66%
as a group (10 persons)<F15>
[FN]
<F1> Percentages are calculated with respect to a holder of
warrants or options exercisable prior to March 16, 1995 as
if such holder had exercised its warrants or options.
Warrant shares and option shares held by other holders are
not included in the percentage calculation with respect to
any other stockholder.
<F2> Richard C. Blum is the President, Chief Executive Officer
and majority stockholder of RCBA, Inc.
-22- <PAGE>
<F3> RCBA, Inc. is the sole general partner of RCBA, L.P., which
is, in turn, the sole general partner of BK Capital
Partners, a California Limited Partnership, BK Capital
Partners II, a California Limited Partnership, and BK
Capital Partners III Limited Partnership, the address of
each of which is 909 Montgomery Street, San Francisco,
California 94133. RCBA, L.P. is an investment adviser to
The Common Fund, the address of which is 909 Montgomery
Street, San Francisco, California 94133. RCBA, L.P.
exercises voting and investment discretion as to all such
shares.
<F4> Includes 9,841 shares held directly, 2,454 shares held as
beneficiary of the RCB Keogh Plan, and currently exercisable
portions of options. Does not include shares held by RCBA,
Inc. or 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., in its capacity as the sole
general partner of RCBA, L.P.
<F5> Represents currently exercisable portions of options.
<F6> Represents currently exercisable portions of options.
<F7> Includes 5,000 shares held directly and currently
exercisable portions of options.
<F8> Includes 4,211 shares held directly and currently
exercisable portions of options.
<F9> Includes 2,114 shares held directly and currently
exercisable portions of options.
<F10> Represents currently exercisable portions of options.
<F11> Includes 5,500 shares held directly and currently
exercisable portions of options.
<F12> Includes 7,500 shares held directly and currently
exercisable portions of options.
<F13> Includes 1,000 shares held directly, 1,000 shares held
indirectly in an IRA and currently exercisable portions of
options.
<F14> Includes 1,500 shares held directly and currently
exercisable portions of options.
<F15> Includes shares held by RCBA, L.P. and 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., in its capacity as the sole general partner of
RCBA, L.P.
-23- <PAGE>
COMPLIANCE WITH SECTION 16(a) OF SECURITIES EXCHANGE ACT
During fiscal year 1994, the following persons failed to
file on a timely basis reports required under Section 16(a) of the
Securities Exchange Act of 1934: none.
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected Coopers & Lybrand to
serve as the Company's independent auditors for the 1995 fiscal
year. Coopers & Lybrand have served as the Company's independent
auditors since June 1988. The Board of Directors is submitting its
selection of that firm to the stockholders for ratification in
order to ascertain the stockholders' views. Such ratification will
require the affirmative vote of the majority of shares present in
person or represented by proxy and voting at the Meeting. If
ratification is not provided, the Board of Directors will
reconsider its selection.
Representatives of Coopers & Lybrand are expected to be
present at the Annual Meeting of Stockholders, will have the
opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions from
stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION
OF THE APPOINTMENT OF COOPERS & LYBRAND AS THE INDEPENDENT AUDITORS
OF THE COMPANY.
PROPOSALS BY STOCKHOLDERS
Proposals by stockholders of the Company intended to be
presented at the next annual meeting must be received by the
Company by October 17, 1995 in order to be considered for inclusion
in the Company's proxy statement and form of proxy relating to that
meeting.
OTHER BUSINESS
The Board of Directors is not aware of any other business
which will come before the Annual Meeting. If any other business
is properly brought before the Annual Meeting, proxies will be
-24- <PAGE>
voted thereon in accordance with the judgment of the persons voting
the proxies.
FOR THE BOARD OF DIRECTORS
/s/ Kent P. Ainsworth
Kent P. Ainsworth, Secretary
San Francisco, California
-25- <PAGE>
URS CORPORATION
---------------
Proxy Solicited by Board of Directors for
Annual Meeting of March 21, 1995
-----------------------------------------
Kent P. Ainsworth and Carol Brummerstedt, or either of them,
each with the power of substitution, are hereby authorized to
represent and vote, as designated below, the shares of the
undersigned at the annual meeting of stockholders of URS
Corporation to be held on March 21, 1995, or at any adjournment of
the annual meeting.
The Board of Directors recommends a vote FOR the election of
directors and FOR Item 2.
1. Election of Directors:
[ ] FOR all nominees listed below (except as marked to
the contrary below):
[ ] WITHHOLD AUTHORITY to vote for nominees listed
below:
(Instruction: To withhold authority for any individual
nominee, strike a line through the
nominee's name in the list below)
Richard C. Blum Emmet J. Cashin, Jr. Armen Der Marderosian
Martin M. Koffel Richard B. Madden Richard Q. Praeger
Irwin L. Rosenstein William D. Walsh Adm. S. Robert Foley,
Jr., USN (Ret.)
(Continued, and to be signed, on reverse side)
-26- <PAGE>
2. Ratification of the selection of Coopers & Lybrand as the
Company's independent auditors for fiscal year 1995:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Upon any other matters which might come before the
meeting.
Shares voted by this proxy will be voted as directed by the
stockholder. If no such directions are indicated, the proxies will
have authority to vote FOR the election of directors and FOR
Item 2.
Dated ____________________, 1994
___________________________________
Stockholder's Signature
___________________________________
Stockholder's Signature
Please sign exactly as name appears
on this proxy. If signing for
estates, trusts, or corporations,
title or capacity should be stated.
If shares are held jointly, each
holder should sign.
PLEASE MARK, DATE, SIGN AND RETURN
-27- <PAGE>
