UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)*
URS CORPORATION
(Name of Issuer)
Common Stock ($.01 per value)
(Title of Class of Securities)
903236-10-7
(CUSIP Number)
Donald S. Scherer
Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
(415) 434-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 1, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [].
Check the following box if a fee is being paid with this
statement []. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18<PAGE>
CUSIP No. 903236-10-7 SCHEDULE 13D Page 2 of 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).<PAGE>
CUSIP No. 903236-10-7 SCHEDULE 13D Page 3 of 18
1 Name of Reporting Person BK CAPITAL PARTNERS I, L.P.
IRS Identification No. of Above Person 94-3013688
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 2,933,888*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,933,888*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,933,888*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 29.5%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 903236-10-7 SCHEDULE 13D Page 4 of 18
1 Name of Reporting Person BK CAPITAL PARTNERS II, L.P.
IRS Identification No. of Above Person 94-3048313
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 2,933,888*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,933,888*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,933,888*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 29.5%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 903236-10-7 SCHEDULE 13D Page 5 of 18
1 Name of Reporting Person BK CAPITAL PARTNERS III, L.P.
IRS Identification No. of Above Person 94-3091845
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 2,933,888*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,933,888*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,933,888*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 29.5%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 903236-10-7 SCHEDULE 13D Page 6 of 18
1 Name of Reporting Person BK CAPITAL PARTNERS IV, L.P.
IRS Identification No. of Above Person 94-3139027
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 2,933,888*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,933,888*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,933,888*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 29.5%*
14 Type of Reporting Person PN
* See response to Item 5.<PAGE>
CUSIP No. 903236-10-7 SCHEDULE 13D Page 7 of 18
1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, L.P.
IRS Identification No. of Above Person 94-3205364
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 2,933,888*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,933,888*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,933,888*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 29.5%*
14 Type of Reporting Person PN, IA
* See response to Item 5.<PAGE>
CUSIP No. 903236-10-7 SCHEDULE 13D Page 8 of 18
1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, INC.
IRS Identification No. of Above Person 94-2967812
2 Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization California
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 2,933,888*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,933,888*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,933,888*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 29.5%*
14 Type of Reporting Person CO
* See response to Item 5.<PAGE>
CUSIP No. 903236-10-7 SCHEDULE 13D Page 9 of 18
1 Name of Reporting Person RICHARD C. BLUM
S.S. Identification No. of Above Person 556 42 3196
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Source of Funds Not applicable
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization USA
7 Sole Voting Power 18,841
NUMBER OF
SHARES 8 Shared Voting Power 2,933,888*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power 18,841
REPORTING
PERSON WITH
10 Shared Dispositive Power 2,933,888*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 2,952,729*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 29.6%*
14 Type of Reporting Person IN
* See response to Item 5. <PAGE>
CUSIP No. 903236-10-7 SCHEDULE 13D Page 10 of 18
1 Name of Reporting Person THE COMMON FUND
IRS Identification No. of Above Person 23-7037968
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization New York
7 Sole Voting Power -0-
NUMBER OF
SHARES 8 Shared Voting Power 1,077,980*
BENEFICIALLY
OWNED BY EACH 9 Sole Dispositive Power -0-
REPORTING
PERSON WITH
10 Shared Dispositive Power 1,077,980*
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 1,077,980*
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain
Shares [ ]
13 Percent of Class Represented by Amount in Row 11 12.6%*
14 Type of Reporting Person CO
* See response to Item 5.<PAGE>
CUSIP No. 903236-10-7 SCHEDULE 13D Page 11 of 18
Item 1. Security and Issuer
This Amendment No. 21 (this "Amendment") to Schedule 13D relates
to shares of common stock, $0.01 par value (the "Stock"), of URS
Corporation, a Delaware corporation (the "Issuer"). The
principal executive office and mailing address of the Issuer is
100 California Street, Suite 500, San Francisco, CA 94111-4529.
This Amendment is being filed because of the acquisition of
securities described in Item 5(c) below.
Item 2. Identity and Background
This Amendment is filed on behalf of BK Capital Partners I, L.P.,
a California limited partnership ("BK I"), BK Capital
Partners II, L.P., a California limited partnership ("BK II"), BK
Capital Partners III, L.P., a California limited partnership
("BK III"), BK Capital Partners IV, L.P., a California limited
partnership ("BK IV"), Richard C. Blum & Associates, L.P., a
California limited partnership ("RCBA L.P."), Richard C. Blum &
Associates, Inc., a California corporation ("RCBA Inc."),
Richard C. Blum, the Chairman and a substantial shareholder of
RCBA Inc., and The Common Fund, a New York non-profit
corporation.
BK I, BK II, BK III and BK IV are each California limited
partnerships whose principal business is investing in securities,
and whose principal office is located at 909 Montgomery Street,
Suite 400, San Francisco, California 94133. RCBA L.P. is the
sole general partner of BK I, BK II, BK III and BK IV.
RCBA, L.P. is a California limited partnership whose principal
business is acting as general partner for investment partnerships
and providing investment advisory and financial consulting
services. RCBA L.P. is a registered investment adviser with the
Securities and Exchange Commission and with the State of
California. The sole general partner of RCBA L.P. is RCBA Inc.
The principal business office address of RCBA L.P. and RCBA Inc.
is 909 Montgomery Street, Suite 400, San Francisco, California
94133. The names of the executive officers and directors of RCBA
Inc., their addresses, citizenship and principal occupations are
as follows:<PAGE>
CUSIP No. 903236-10-7 SCHEDULE 13D Page 12 of 18
Principal
Name and Citizen- Occupation
Office Held Business Address ship or Employment
Richard C. Blum 909 Montgomery St. USA President and
President, Chairman Suite 400 Chairman, RCBA L.P.
and Director San Francisco, CA
Nils Colin Lind 909 Montgomery St. Norway Managing Director,
Managing Director Suite 400 RCBA L.P.
and Director San Francisco, CA
Jeffrey W. Ubben 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Investments,
of Investments San Francisco, CA RCBA L.P.
Alexander L. Dean 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Investments,
of Investments and San Francisco, CA RCBA L.P.
Director
George F. Hamel, 909 Montgomery St. USA Managing Director
Jr. Suite 400 of Marketing, RCBA
Managing Director San Francisco, CA L.P.
of Marketing
John H. Steinhart 909 Montgomery St. USA Managing Director
Managing Director Suite 400 and Chief
and Chief San Francisco, CA Administrative
Administrative Officer, RCBA L.P.
Officer
Marc Scholvinck 909 Montgomery St. USA Managing Director
Managing Director Suite 400 and Chief Financial
and Chief Financial San Francisco, CA Officer, RCBA L.P.
Officer
Peter E. Rosenberg 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Development,
of Development and San Francisco, CA RCBA L.P.
Director
Michael Kane 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Investments,
of Investments San Francisco, CA RCBA L.P.
Thomas L. Kempner 40 Wall Street USA Chairman, Loeb
Director New York, NY 10005 Partners
Corporation,
Investment Banking
Business
Donald S. Scherer 3 Embarcadero USA Howard, Rice, et
Secretary Center al. (law firm)
Suite 700
San Francisco, CA
94111<PAGE>
CUSIP No. 903236-10-7 SCHEDULE 13D Page 13 of 18
The Common Fund is a New York non-profit corporation principally
engaged in the business of managing investments for educational
institutions. The principal administrative office of The Common
Fund is located at 450 Post Road East, Westport, Connecticut
06881-0909. The name, business address and present principal
occupation of each of the trustees and executive officers of The
Common Fund are as follows (all are United States Citizens):
Trustees
Paul J. Aslanian Norman G. Herbert
Treasurer Treasurer and Investment
Macalester College Officer
1600 Grand Avenue University of Michigan
St. Paul, MN 55105 5032 Fleming Administration
Building
Robert L. Bovinette Ann Arbor, MI 48109-1340
President and Treasurer
The Common Fund William C. Hromadka
450 Post Road East Treasurer and Assoc. Sr. Vice
Westport, CT 06881-0909 President
University of Southern
John B. Carroll California
President University Park, Treasurer's
GTE Investment Management Corp. Office
Tresser Boulevard BKS 402 - Bookstore Building
Seventh Floor Los Angeles, CA 90089-2541
Stamford, CT 06901
Lyn Hutton
Mayree C. Clark Vice President Finance and
Managing Director, Global Treasurer
Research Dartmouth College
Morgan Stanley & Co., Inc. 6008 Parkhurst Hall, Room 102
1251 Avenue of the Americas Hanover, NH 03755-3529
New York, NY 10020
David M. Lascell
Robert D. Flanigan, Jr. Partner
Vice President for Business and Hallenbeck, Lascell, Norris &
Financial Affairs & Zorn
Treasurer One Exchange Street
Spelman College Rochester, NY 14614-1403
350 Spelman Lane, S.W.
Box 589 John T. Leatham
Atlanta, GA 30314-4399 Chairman
Security Health Managed Care
Caspa L. Harris, Jr. 1925 Calvin Court
Consultant River Woods, IL 60015
Route 1, Box 509
Waterford, VA 22190
<PAGE>
CUSIP No. 903236-10-7 SCHEDULE 13D Page 14 of 18
Louis W. Moelchert Robert S. Salomon, Jr.
Vice President for Business Principal & Founder
and Finance STI Management LLC
University of Richmond 106 Dolphin Cove Quay
Campus Drive, Room 202 Stamford, CT 06902
Maryland Hall
Richmond, VA 23173 William T. Spitz
Treasurer
Andre F. Perold Vanderbilt University
Sylvan C. Coleman Professor of 102 Alumni Hall
Financial Management Nashville, TN 37240-0159
Harvard University Graduate
School of Business
Administration
Morgan Hall, 367
Soldiers Field
Boston, MA 02163
The executive officers of The Common Fund who are not Trustees
are as follows (the business address for each person is The
Common Fund, 450 Post Road East, Westport, CT 06881-0909):
John S. Griswold, Jr. Curt R. Tobey
Senior Vice President Senior Vice President
Todd E. Petzel Marita Wein
Executive Vice President and Secretary
Chief Investment Officer
To the best knowledge of the Reporting Persons, none of the
entities or persons identified in this Item 2 has, during the
past five years, been convicted of any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the purchases of securities was the
working capital of the Reporting Persons.
Item 4. Purpose of Transaction.
The Reporting Persons previously acquired the Stock for
investment purposes. Depending on market conditions and other
factors, the Reporting Persons may purchase additional shares of
the Stock in the open market or in private transactions.
Alternatively, depending on market conditions and other factors,<PAGE>
CUSIP No. 903236-10-7 SCHEDULE 13D Page 15 of 18
they may, at some future time, sell all or some of their shares
of the Stock.
Richard C. Blum is a director of the Issuer, and RCBA L.P.
receives consulting fees from the Issuer. Except as set forth in
this Item 4, the Reporting Persons have no present plans or
proposals that relate to or would result in any of the actions
set forth in clauses (a) through (j) of Item 4, although the
Reporting Persons may in the future take actions that would have
such an effect.
Item 5. Interest in Securities of the Issuer
(a) & (b) According to the Issuer, 8,567,500 shares of the Stock
were outstanding as of April 30, 1996. The following Reporting
Persons have the following direct holdings in the Stock or in
Stock obtainable upon the exercise of warrants ("Warrant
Shares"):
Shares of Warrant
Name Stock Owned Shares Owned Total
BK I 104,719 403,546 508,265
BK II 117,869 403,546 521,415
BK III 248,738 115,299 364,037
BK IV -0- 461,195 461,195
The Common Fund 1,077,980 -0- 1,077,980
RCBA L.P. 996 -0- 996
_________ _________ _________
Total 1,550,302 1,383,586 2,933,888
========= ========= =========
Because voting and investment decisions concerning the above
shares are made by RCBA L.P., the Reporting Persons may be
members in a group, in which case each Reporting Person would be
deemed to have beneficial ownership of an aggregate of 2,933,888
shares of the Stock, which is 29.5% of the outstanding Stock
(calculated in accordance with Rule 13d-3(d)(l)(i) of the
Securities Exchange Act of 1934). However, The Common Fund
expressly disclaims membership in such a group and disclaims
beneficial ownership of securities owned by any other person.
As Chairman, director and a substantial shareholder of RCBA Inc.,
Richard C. Blum might be deemed to be the beneficial owner of the
securities beneficially owned by RCBA Inc. In addition, Mr. Blum
has sole beneficial ownership of 18,841 shares of the Stock
(consisting of shares held directly, shares held as beneficiary
of a trust and options currently exercisable or exercisable
within 60 days). If Mr. Blum were deemed to be the beneficial<PAGE>
CUSIP No. 903236-10-7 SCHEDULE 13D Page 16 of 18
owner of the securities beneficially owned by RCBA Inc., he would
own beneficially an aggregate of 2,952,729 shares, which is 29.6%
of the Stock (calculated in accordance with Rule 13d-3(d)(l)(i)
of the Securities Exchange Act of 1934). Although Mr. Blum is
joining in this Amendment as a Reporting Person, the filing of
this Amendment shall not be construed as an admission that he, or
any of the other shareholders, directors or executive officers of
RCBA Inc. is, for any purpose, the beneficial owner of any of the
securities that are beneficially owned by RCBA Inc.
(c) During the last 60 days, the following transactions in the
Stock have been effected by the Reporting Person: (i) on May 1,
1996, BK IV acquired in a private transaction a warrant to
purchase 461,145 shares of Stock at an exercise price of $4.34
per share in exchange for a cash payment of $1,351,301.35; and
(ii) on March 26, 1996, Mr. Blum was granted an option to
purchase 1,000 shares of Stock at an exercise price of $6.75 per
share for serving on the Issuer's board of directors.
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
Joint Filing Undertaking.<PAGE>
CUSIP No. 903236-10-7 SCHEDULE 13D Page 17 of 18
Signatures
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
DATED: May 8, 1996
BK CAPITAL PARTNERS I, L.P. THE COMMON FUND
BK CAPITAL PARTNERS II, L.P. By: Richard C. Blum &
Associates, Inc., Investment
BK CAPITAL PARTNERS III, L.P. Advisor
BK CAPITAL PARTNERS IV, L.P.
By: /s/ Donald S. Scherer
RICHARD C. BLUM & ASSOCIATES, L.P. ________________________
Donald S. Scherer,
Secretary
By: Richard C. Blum &
Associates, Inc., its
General Partner
By: /s/ Donald S. Scherer
_______________________
Donald S. Scherer,
Secretary
RICHARD C. BLUM & ASSOCIATES, INC. /s/ N. Colin Lind
______________________________
RICHARD C. BLUM
By: /s/ Donald S. Scherer
____________________________ By: N. Colin Lind
Donald S. Scherer, Attorney-in-Fact
Secretary<PAGE>
CUSIP No. 903236-10-7 SCHEDULE 13D Page 18 of 18
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute
this agreement as an exhibit to this Amendment to Schedule 13D to
evidence the agreement of the below-names parties, in accordance with
rules promulgated pursuant to the Securities Exchange Act of 1934, to
file this Amendment jointly on behalf of each of such parties.
DATED: May 8, 1996
BK CAPITAL PARTNERS I, L.P. THE COMMON FUND
BK CAPITAL PARTNERS II, L.P. By: Richard C. Blum &
Associates, Inc., Investment
BK CAPITAL PARTNERS III, L.P. Advisor
BK CAPITAL PARTNERS IV, L.P.
By: /s/ Donald S. Scherer
RICHARD C. BLUM & ASSOCIATES, L.P. ________________________
Donald S. Scherer,
By: Richard C. Blum & Secretary
Associates, Inc., its
General Partner
By: /s/ Donald S. Scherer
_______________________
Donald S. Scherer,
Secretary
RICHARD C. BLUM & ASSOCIATES, INC. /s/ N. Colin Lind
______________________________
RICHARD C. BLUM
By: /s/ Donald S. Scherer
____________________________ By: N. Colin Lind
Donald S. Scherer, Attorney-in-Fact
Secretary<PAGE>
