URS CORPORATION
100 California Street, Suite 500
San Francisco, California 94111-4529
________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 26, 1996
The Annual Meeting of Stockholders of URS Corporation
will be held on Tuesday, March 26, 1996, 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 1996; 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 6, 1996 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
Kent P. Ainsworth, Secretary
February 13, 1996
Page 1 of 26 <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 26, 1996,
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 6, 1996. As of
that date, 7,167,591 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 1996.
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 13, 1996. A copy
of the Company's Annual Report on Form 10-K for its fiscal year
ended October 31, 1995 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.
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Page 2 of 26 <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, 60 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 CB Commercial
since 1993.
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Page 3 of 26 <PAGE>
Year
First
Name of Director Principal Occupation Age Elected
---------------- -------------------- --- -------
Emmet J. Cashin, Chairman of Cashin Investments 73 1972
Jr. since 1993; Trustee, Thompson
McKinnon Asset Management,
Inc. (Pimco Advisory Funds)
since 1980; Chairman and Chief
Executive Officer, Fox Group,
a real estate investment
corporation, from 1968 to
1993.
Armen Senior Vice President, 58 1994
Der Marderosian Technology and Systems, GTE
Corporation since 1995,
Executive Vice President and
General Manager, 1993 to 1995,
and Vice President and General
Manager, 1990 to 1992, GTE
Government Systems
Corporation.
Adm. S. Robert Vice President, Raytheon 67 1994
Foley, Jr., USN International Inc. and
(Ret.) President, Raytheon Japan
since January 1995; Director
of New Japan Radio Company
since 1995; Vice President,
Commercial Marketing and
Planning, Raytheon
Corporation, 1991 to 1993;
Vice Chairman, ICF Kaiser
Engineers, 1990 to 1991;
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 56 1989
President of the Company since
May 1989; Chairman of the
Board since June 1989;
Director of Regent Pacific
Management Corporation since
1993.
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Page 4 of 26 <PAGE>
Year
First
Name of Director Principal Occupation Age Elected
---------------- -------------------- --- -------
Richard B. Madden Retired Chairman, since 1994, 66 1992
Chairman, from 1977 to 1994,
and 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.
Richard Q. Management and engineering 71 1970
Praeger 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, 59 1989
Rosenstein Inc., the Company's principal
subsidiary ("URSC"), since
February 1989; Vice President
of the Company since 1987.
William D. Walsh General Partner, Sequoia 65 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; Director
of Newcourt Credit Group, Inc.
and Consolidated Freightways,
Inc. since 1994.
During fiscal year 1995, the Board of Directors held
four 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
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Page 5 of 26 <PAGE>
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 1995. 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.
The Audit Committee consists of Mr. Walsh, Chairman,
and Messrs. Cashin, Madden, Praeger and Foley. The Audit
Committee held two meetings during fiscal year 1995. The primary
responsibilities of the Audit Committee are to direct and approve
the scope of the auditors' annual examination of the Company's
consolidated financial statements, review with the auditors the
results for the year, discuss any outstanding issues with the
auditors and approve the auditor's fee.
The Nominating Committee consists of Mr. Madden,
Chairman, and Messrs. Koffel and Walsh. The Nominating Committee
held one meeting during fiscal year 1995. The primary
responsibilities 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.
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Page 6 of 26 <PAGE>
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 in the long
term interests of the Company and its stockholders. The
Committee is composed solely of independent non-employee
Directors of the Company. In fulfilling its responsibilities,
the Committee has used the services of independent 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 clearly tied to
Company profitability and stockholder returns. 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.
In determining targets and levels for each of these
compensation components, the Committee makes subjective
judgments, based on both qualitative and quantitative factors.
No predetermined weights are assigned to these factors with
respect to any compensation component. While the Committee
considers prevailing compensation levels and practices, it does
not make its decisions solely with reference to the compensation
practices of any specific peer group of companies. Among the
factors considered by the Committee are the recommendations of
the Chief Executive Officer with respect to the Company's other
officers. However, the Committee makes the final compensation
decisions concerning officer compensation.
Base Compensation
-----------------
Officer base compensation is established through
negotiation between the Company and the executive at the time the
executive is first hired, subject to Committee approval. Officer
base salaries are currently regularly reviewed.
Of the Company's senior executives named in the
following Summary Compensation Table (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 (see
"Employment Agreements"). Under such contracts, base salaries
are subject to periodic review and possible increase by the
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Page 7 of 26 <PAGE>
Committee (or, with respect to Dr. Tanzer, by the Chief Executive
Officer), but 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 considers numerous
factors, including but not limited to the following: (i) the
qualifications of the executive, (ii) whether the base
compensation is within a reasonable range of executive pay levels
at other publicly and privately-held companies which potentially
compete with the Company for business and executive talent,
(iii) the financial performance of those companies relative to
the Company, (iv) the Company's strategic goals for which the
executive has responsibility, and (v) the recommendations of the
Company's Chief Executive Officer (except with respect to his own
base compensation). While the Committee, as discussed above,
considers prevailing compensation levels and practices at other
publicly and privately-held companies, such companies are not
necessarily those identified in 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.
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 based on a formula tied to certain predefined financial
performance targets. Each Participant is assigned a "Target
Bonus" at the beginning of the plan year expressed as a
percentage of his or her base salary. If the financial
performance targets are met, each Participant s bonus is equal to
the Target Bonus. If performance targets are not met, bonuses
are determined as a declining percentage of Target Bonuses
depending on the extent of the shortfall. No bonus is paid under
the plan if the Company fails to achieve a predefined minimum
performance level. 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.
Mr. Koffel's Target Bonus is established by contract at
60 percent of his base salary. Target bonuses for the other
Named Executives and the other Participants, are established
-7-
Page 8 of 26 <PAGE>
annually by the Chief Executive Officer within the overall
framework of the compensation policies established by the
Committee. For the Named Executives, Target Bonuses currently
range from 15 percent to 60 percent of base salary.
Financial performance targets are initially developed
by the Chief Executive Officer and are approved by the Committee.
Under the URS Corporation Incentive Compensation Plan, the
financial measurement used to gauge individual performance 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 stockholder value. 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. Restricted stock grants are
generally reserved for key technical talent. Currently, it is
not the Company's policy to grant restricted stock to its Named
Executive Officers.
Recipients generally fall into five different groups:
corporate management, division managers, office managers, key
technical staff, and key administrative 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 responsi-
bilities, 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 is
primarily based upon an evaluation of the past as well as the
future anticipated performance and responsibilities of the
individual in question. Finally, the Committee weighs how much
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Page 9 of 26 <PAGE>
grants under long-term stockholder plans can potentially dilute
the Company's outstanding common stock in comparison to other
publicly-traded companies which potentially compete with the
Company for business and executive talent.
Chief Executive Officer Compensation
------------------------------------
The compensation of Mr. Koffel during fiscal year 1995
was determined on the same basis as discussed above for certain
of the Named Executives: he received his base salary under the
terms of his employment agreement, he participated in the 1995
URS Corporation Incentive Compensation Plan with a Target Bonus
of 60 percent of his base salary, and he received a grant of
25,000 stock options under the 1991 Stock Incentive Plan. The
Company's financial performance in fiscal year 1995 was strong
and net income exceeded Target levels. As a result of this
performance, Mr. Koffel received a bonus of $280,261 under the
1995 URS Corporation Incentive Compensation Plan. In December
1995, the Committee approved an increase to Mr. Koffel's base
compensation from $385,000 to $415,000. This is the first
adjustment to Mr. Koffel's base compensation since 1991.
Tax Deductibility of Executive Compensation
-------------------------------------------
Section 162 (m) of the Internal Revenue Code of 1986,
as amended (the "Code"), which was added to the Code by the
Omnibus Budget Reconciliation Act of 1993, precludes the
deduction by a publicly held corporation for compensation paid to
certain employees 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. The Internal Revenue
Service has issued regulations for Section 162(m), which 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 1995 which was within the scope of Section 162(m) of
the Code, the regulations do not affect the preparation of the
Company's tax filings for fiscal year 1995. However, in the
event that in the future the Committee anticipates that any
compensation to be paid by the Company might fall within the
scope of Section 162(m) of the Code, the Committee anticipates
that it would take steps so that the Company's performance-based
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Page 10 of 26 <PAGE>
compensation would prospectively meet Section 162(m) requirements
where it deems appropriate.
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.
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Page 11 of 26 <PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION> Annual Compensation Long Term Compensation
--------------------------------- ----------------------------------
Awards Payouts
----------------------------------
Other Restricted Securities
Annual Stock Underlying All Other
Principal Compen- Award(s) Options/ LTIP Compen-
Name Position Year Salary Bonus sation<F1> <F2> SARs Payouts sation
------------- ------------ ---- ------ ----- --------- ---------- ---------- ------- ------------
($) ($) ($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Martin M. Chairman of the 1995 $385,000 $280,261 $1,585 $0 25,000 $0 $40,775<F3>
Koffel Board; Chief 1994 $385,000 $283,580 $1,585 $0 40,000 $0 $39,639
Executive 1993 $385,000 $0 $3,220 $0 0 $0 $35,606
Officer;
President
Irwin L. Vice President; 1995 $300,000 $190,659 $1,190 $0 25,000 $0 $13,270<F4>
Rosenstein President, URS 1994 $300,400 $169,106 $840 $0 25,000 $0 $18,105
Consultants, 1993 $300,000 $0 $261 $0 0 $0 $16,707
Inc.
Martin S. Executive Vice 1995 $238,780 $122,019 $1,904 $0 15,000 $0 $10,610<F5>
Tanzer, Ph.D. President, URS 1994 $224,555 $99,209 $1,344 $0 27,500 $0 $22,431
Consultants, 1993 $220,000 $0 $492 $0 0 $0 $33,469
Inc.
Kent P. Vice President; 1995 $188,986 $94,633 $0 $0 12,000 $0 $1,500<F6>
Ainsworth Chief Financial 1994 $185,000 $90,844 $0 $0 10,000 $0 $1,500
Officer; 1993 $179,434 $0 $0 $0 0 $0 $1,803
Secretary
Joseph Vice President - 1995 $130,000 $31,544 $0 $0 2,400 $0 $1,100<F7>
Masters Legal 1994 $119,237 $21,489 $0 $0 3,000 $0 $ 842
1993 $104,998 $5,000 $0 $0 0 $0 $1,100
</TABLE>
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Page 12 of 26 <PAGE>
<PAGE>
[FN]
<F1> The amounts in this column primarily represent automobile
allowances.
<F2> The aggregate number and value as of October 31, 1995 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. Masters, 0 shares,
$0. Dr. Tanzer's and Mr. Ainsworth's shares vested in 1995.
<F3> Consists of matching contributions of $1,500 paid pursuant
to the Company's Defined Contribution Plan, a $2,241 cost of
living adjustment to amounts previously credited under the
Company's Selected Executives Deferred Compensation Plan,
and $10,464 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,
$5,770 paid by the Company for the surrender of accrued
vacation time, a $4,397 cost of living adjustment to amounts
previously credited under the Company's Selected Executives
Deferred Compensation Plan and $1,603 for life and
disability insurance premiums.
<F5> Consists of matching contributions of $1,500 paid by the
Company pursuant to the Company's Defined Contribution Plan,
$4,616 paid by the Company for the surrender of accrued
vacation time, a $2,521 cost of living adjustment to amounts
previously credited under the Company's Selected Executives
Deferred Compensation Plan and $1,973 for life and
disability 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 $1,100 paid by the
Company pursuant to the Company's Defined Contribution Plan.
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Page 13 of 26 <PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
% of
Number of Total
Securities Options/
Underlying SARs to
Options/ Employ- Exercise
SARs ees in or Base Expira-
Granted Fiscal Price tion
Name (#) Year ($/Sh) Date 5%($) 10%($)
------------ -------- ------- ------- ---------- ------- -------
M. M. Koffel 25,000 12% $5.75 3/21/2005 90,404 229,100
I. L. 25,000 12% $5.75 3/21/2005 90,404 229,100
Rosenstein
M. S. Tanzer 15,000 7% $5.75 3/21/2005 54,242 137,460
K. P.
Ainsworth 12,000 6% $5.75 3/21/2005 43,394 109,968
J. Masters 2,400 1% $5.75 3/21/2005 8,679 21,994
Aggregated Option/SAR Exercises In Last Fiscal Year
and FY-End Option/SAR Values
----------------------------
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options/SARs
Options/SARs at FY-End
at FY-End (#) ($) <F1>
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise Realized Unexercisable Unexercisable
------------ ------------ --------- ------------- -------------
(#) ($)
M. M. Koffel 0 $0 372,333 $1,118,000
51,667 $15,625
I. L. Rosenstein 0 $0 76,592 $0
41,667 $15,625
M. S. Tanzer 0 $0 49,366 $3,750
33,334 $16,875
K. P. Ainsworth 0 $0 63,334 $0
18,667 $7,500
J. Masters 0 $0 3,500 $0
4,400 $1,500
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Page 14 of 26 <PAGE>
[FN]
<F1> Based on 1995 fiscal year-end share price equal to $6.375.
Directors' Remuneration
-----------------------
During fiscal year 1995, 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, the Company maintains a
policy whereby non-employee Directors may be hired 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.
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 1995, Messrs. Blum, Cashin, Der Marderosian, Foley, 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 1995. 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
2,472,693 shares (assuming the exercise of certain warrants), or
approximately 34 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 is
eligible for a target bonus equal to 60 percent of his base
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Page 15 of 26 <PAGE>
salary and received an annual base salary of not less than
$385,000 through December 17, 1995. On December 15, 1995, the
Compensation/Option Committee increased Mr. Koffel's annual base
salary, effective December 18, 1995, to $415,000. 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 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 $300,000 from
March 2, 1992 through December 17, 1995. On December 15, 1995,
the Compensation/Option Committee increased Mr. Rosenstein's
annual base salary, effective December 18, 1995, to $315,000.
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
-15-
Page 16 of 26 <PAGE>
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 $220,000 from November 1, 1992 through
November 14, 1994 and $240,000 from November 15, 1994 through
December 17, 1995. On December 15, 1995, the Compensation/Option
Committee increased Dr. Tanzer's annual base salary, effective
December 18, 1995, to $250,000. 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
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.
-16-
Page 17 of 26 <PAGE>
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 $165,000 from February 24, 1992 through March 22,
1993, $185,000 through December 14, 1994 and $195,000 through
December 17, 1995. On December 15, 1995, the Compensation/Option
Committee increased Mr. Ainsworth's annual base salary, effective
December 18, 1995, to $205,000. 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.
Joseph Masters
--------------
Mr. Masters does not have a written employment
agreement with the Company. Mr. Masters's compensation is
reviewed and established periodically by the Compensation/Option
Committee. In fiscal year 1995, Mr. Masters's annual base salary
was $130,000. On December 15, 1995, the Compensation/Option
Committee increased Mr. Masters's annual base salary, effective
December 18, 1995, to $140,000. Mr. Masters has a severance
agreement with the Company, executed on November 22, 1993, which
provides that if Mr. Masters 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. Masters
will be entitled to receive his base salary and participate in
any insurance plans maintained by the Company during a severance
period commencing on the date his employment terminates and
ending on the earlier of six months thereafter or his death.
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
-17-
Page 18 of 26 <PAGE>
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
11/1/90 11/1/91 11/1/92 11/1/93 11/1/94 11/1/95
------- ------- ------- ------- ------- -------
URS $100 $296 $252 $170 $200 $222
Peer Group $100 $131 $125 $113 $105 $108
S&P 500 $100 $134 $147 $169 $175 $240
-18-
Page 19 of 26 <PAGE>
STOCK OWNERSHIP
The following table contains information as of
January 15, 1996 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, 1996, 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.
Percent of
Name and Address Number of Shares Class <F1>
---------------- ---------------- ----------
Wells Fargo Bank, N.A. 288,810 shares 9.53%
420 Montgomery Street 435,561 warrant shares
San Francisco, CA 94104 -------
724,371
Base Assets Trust 507,473 shares 12.70%
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 6.71%
403,546 warrant shares
-------
508,265
BK Capital Partners II 117,869 shares 6.89%
403,546 warrant shares
-------
521,415
BK Capital Partners III 248,738 shares 5.00%
115,299 warrant shares
-------
364,037
The Common Fund 1,077,980 shares 15.04%
-19-
Page 20 of 26 <PAGE>
Percent of
Name and Address Number of Shares Class <F1>
---------------- ---------------- ----------
Heartland Advisors, Inc. 1,354,600 shares 18.90%
790 North Milwaukee Street
Milwaukee, WI 53202
Richard C. Blum <F4> 17,841 shares Less than 1%
Emmet J. Cashin, Jr. <F5> 8,000 shares Less than 1%
Martin M. Koffel <F6> 357,333 shares 4.75%
Richard B. Madden <F7> 7,000 shares Less than 1%
Richard Q. Praeger <F8> 12,211 shares Less than 1%
Irwin L. Rosenstein <F9> 71,206 shares Less than 1%
William D. Walsh <F10> 8,500 shares Less than 1%
Martin S. Tanzer, Ph.D. <F11> 49,866 shares Less than 1%
Kent P. Ainsworth <F12> 70,834 shares Less than 1%
Joseph Masters <F13> 3,601 shares Less than 1%
All Officers and Directors 3,079,085 shares 35.54%
as a group (10 persons)<F14>
[FN]
<F1> Percentages are calculated with respect to a holder of
warrants or options exercisable prior to March 16, 1996 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.
<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.
-20-
Page 21 of 26 <PAGE>
<F4> Includes 7,387 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, L.P. 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> Includes 2,500 shares held directly and 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 101 shares held directly and currently
exercisable portions of options.
<F14> 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.
-21-
Page 22 of 26 <PAGE>
COMPLIANCE WITH SECTION 16(a) OF SECURITIES EXCHANGE ACT
During fiscal year 1995, 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 1996
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 16, 1996 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
-22-
Page 23 of 26 <PAGE>
will be voted thereon in accordance with the judgment of the
persons voting the proxies.
FOR THE BOARD OF DIRECTORS
Kent P. Ainsworth, Secretary
San Francisco, California
-23-
Page 24 of 26 <PAGE>
URS CORPORATION
Proxy Solicited by Board of Directors for Annual Meeting
of March 26, 1996
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 26, 1996, 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
Adm. S. Robert Foley, Martin M. Koffel Richard B. Madden
Jr., USN, (Ret.)
Richard Q. Praeger Irwin L. Rosenstein William D. Walsh
(Continued, and to be signed, on reverse side)
Page 25 of 26 <PAGE>
2. Ratification of the selection of Coopers & Lybrand as the
Company's independent auditors for fiscal year 1996:
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 ____________________, 1995
___________________________________
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
Page 26 of 26 <PAGE>
