SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of Earliest Event Reported):
March 29, 1996
URS CORPORATION
(Exact name of registrant as specified in its charter)
1-7567 94-1381538
(Commission File Number) (I.R.S. Employer
Identification Number)
Delaware
(State or other jurisdiction of incorporation)
100 California Street, Suite 500
San Francisco, California 94111-4529
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(415) 774-2700
Exhibit Index on Page 6
Page 1 of 10 <PAGE>
Item 2. Acquisition or Disposition of Assets.
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(a) On March 29, 1996, URS Corporation ("URS") concluded
a transaction pursuant to which URS Acquisition Corporation
("UAC"), a wholly-owned subsidiary of URS, merged with and into
Greiner Engineering, Inc., a Nevada corporation ("Greiner").
The transaction was consummated pursuant to the terms of an
Agreement and Plan of Merger (the "Merger Agreement") dated as
of January 10, 1996, by and among URS, UAC and Greiner. The
execution of the Merger Agreement was previously reported in a
Current Report on Form 8-K filed by URS on January 10, 1996.
Pursuant to the terms of the Merger Agreement, each share of
the Common Stock of Greiner outstanding immediately prior to
the consummation of the merger has been converted into the
right to receive (i) 0.298 shares of the Common Stock of URS,
and (ii) $13.50 in cash, for an aggregate acquisition price of
approximately $63.5 million and 1.4 million shares of URS
Common Stock (the "Acquisition"). The shares of URS Common
Stock issued in the Acquisition have been listed with the New
York Stock Exchange and the Pacific Stock Exchange. As a
result of the Acquisition, Greiner has become a wholly-owned
subsidiary of URS. The transaction was approved by the
stockholders of Greiner at the annual meeting of Greiner
stockholders held on March 26, 1996.
In addition, on March 29, 1996, URS obtained financing in
the aggregate amount of $70 million pursuant to the terms of a
Credit Agreement dated as of January 10, 1996 (the "Credit
Agreement"), by and among URS, as Borrower, the Financial
Institutions listed therein, as Lenders, and Wells Fargo Bank,
National Association, as Administrative Agent for the Lenders.
The execution of the Credit Agreement was previously reported
in a Current Report on Form 8-K filed by URS on
January 10, 1996. Pursuant to the terms of the Credit
Agreement, the Lenders have made secured term loans to URS in
the aggregate sum of $50 million which will mature in 2002 and
2003, and provided a $20 million revolving credit facility
expiring in 1999, to finance the Acquisition and to provide for
the working capital needs of URS thereafter.
(b) A portion of the assets of Greiner comprise physical
property and equipment used in Greiner's ongoing engineering
and consulting operations. URS intends to continue to use such
assets for the purposes for which such assets have been used in
the past.
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Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
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(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The
following audited consolidated financial statements of Greiner
and its subsidiaries and the accompanying notes, as previously
included in the Proxy Statement/Prospectus filed as part of the
Registration Statement filed on Form S-4 (Registration
No. 33-31091) by URS Corporation on February 20, 1996 (the
"Form S-4"), are hereby incorporated by reference in this
Current Report as Exhibit 99(a), and incorporated into this
Item 7 by this reference:
(1) Consolidated Balance Sheets at December 31, 1995
and December 31, 1994.
(2) Consolidated Statement of Operations for the
years ended December 31, 1995, December 31, 1994
and December 31, 1993.
(3) Consolidated Statements of Stockholders Equity
for the years ended December 31, 1995,
December 31, 1994 and December 31, 1993.
(4) Consolidated Statements of Cash Flows for the
years ended December 31, 1995, December 31, 1994
and December 31, 1993.
(b) PRO FORMA FINANCIAL INFORMATION. The following Pro
Forma Financial Information and the accompanying explanatory
information and notes, as previously included in the Proxy
Statement/Prospectus filed as part of the Form S-4, are hereby
incorporated by reference in this Current Report as Exhibit
99(b), and incorporated into this Item 7 by this reference:
(1) Unaudited Pro Forma Combined Condensed Balance
Sheet at October 31, 1995.
(2) Unaudited Pro Forma Combined Condensed Statement
of Operations for year ended October 31, 1995.
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(c) EXHIBITS. The following exhibits are furnished in
accordance with the provisions of Item 601 of Regulation S-K:
Exhibit Number Exhibit
-------------- -------
20(a) Press Release issued April 1, 1996. FILED
HEREWITH.
23(a) Consent of Price Waterhouse LLP. FILED
HEREWITH.
99(a) The following audited consolidated
financial statements of Greiner and its
subsidiaries and the accompanying notes,
included in the Proxy Statement/Prospectus
filed as part of the Form S-4, are hereby
incorporated herein by reference in this
Current Report as Exhibit 99(a):
(1) Consolidated Balance Sheets at
December 31, 1995 and
December 31, 1994.
(2) Consolidated Statement of Operations
for the years ended December 31, 1995,
December 31, 1994 and
December 31, 1993.
(3) Consolidated Statements of
Stockholders Equity for the years
ended December 31, 1995,
December 31, 1994 and
December 31, 1993.
(4) Consolidated Statements of Cash Flows
for the years ended December 31, 1995,
December 31, 1994 and
December 31, 1993.
99(b) The following Pro Forma Financial Information
and the accompanying explanatory information and
notes, as previously included in the Proxy
Statement/Prospectus filed as part of the
Form S-4, are hereby incorporated by reference
in this Current Report as Exhibit 99(b):
(1) Unaudited Pro Forma Combined Condensed
Balance Sheet at October 31, 1995.
(2) Unaudited Pro Forma Combined Condensed
Statement of Operations for year ended
October 31, 1995.
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SIGNATURE
---------
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: April 1, 1996
URS CORPORATION
By: /s/ Kent P. Ainsworth
-------------------------
Kent P. Ainsworth
Executive Vice President,
Chief Financial Officer and
Secretary (Principal
Accounting Officer)
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INDEX TO EXHIBITS
-----------------
Exhibit Sequentially
Number Exhibit Numbered Page
------- ------- -------------
20(a) Press Release issued 8
April 1, 1996.
23(a) Consent of Price Waterhouse LLP 10
99(a) The following audited --
consolidated financial
statements of Greiner
Engineering, Inc. and
its subsidiaries
and the accompanying
notes, as previously
included in the
Proxy Statement/
Prospectus filed as part
of the Registration
Statement filed on Form
S-4 (Registration
No. 33-31091) filed by
URS Corporation on
February 20, 1996 (the
"Form S-4"), are
hereby incorporated
by reference in
this Current Report as
Exhibit 99(a):
(1) Consolidated Balance
Sheets at
December 31, 1995 and
December 31, 1994.
(2) Consolidated Statement
of Operations for the
years ended
December 31, 1995,
December 31, 1994 and
December 31, 1993.
(3) Consolidated Statements
of Stockholders Equity for
the years ended
December 31, 1995,
December 31, 1994 and
December 31, 1993.
Page 6 of 10 <PAGE>
Exhibit Sequentially
Number Exhibit Numbered Page
------- ------- -------------
99(a) (4) Consolidated Statements
(continued) of Cash Flows for the
years ended
December 31, 1995,
December 31, 1994 and
December 31, 1993.
99(b) The following Pro Forma --
Financial Information and
the accompanying
explanatory information
and notes, as previously
included in the Proxy
Statement/Prospectus
filed as part of the
Form S-4, are hereby
incorporated by reference
in this Current Report as
Exhibit 99(b):
(1) Unaudited Pro Forma
Combined Condensed
Balance Sheet at
October 31, 1995.
(2) Unaudited Pro Forma
Combined Condensed
Statement of Operations
for year ended
October 31, 1995.
Page 7 of 10 <PAGE>
Exhibit 20(a)
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For Immediate Release
URS CORPORATION April 1, 1996
NEWS RELEASE
URS CORPORATION COMPLETES ACQUISITION OF
GREINER ENGINEERING, INC.
Combination Creates Company with Annual Revenues
in Excess of $330 Million
SAN FRANCISCO, April 1, /PRNewswire/ -- URS Corporation (NYSE: URS)
today announced that it has completed its previously announced
acquisition of Greiner Engineering, Inc. The combined Company
is now the 20th largest engineering/architectural company and
is among the top five transportation planning and engineering
firms.
"With the acquisition completed, URS enters a new
era," stated Martin M. Koffel, URS chairman and chief executive
officer. "By combining the resources of two established
engineering businesses, we emerge as an industry leader. URS
is now a company with annual revenues in excess of $330
million, backlog and contract designations of approximately
$700 million, over 60 offices in the United States, Malaysia
and Hong Kong, and over 3,000 employees."
"Our capabilities and revenue base have improved,"
Mr. Koffel continued. "We have a true national scope, with
solid positions in key domestic markets, and are poised to
capitalize on future opportunities in the Pacific Rim. We look
forward to integrating the Greiner organization as a division
of URS, and to using our combined resources to pursue larger
and more complex contracts."
The acquisition of Greiner was accomplished through
the issuance of $13.50 per share in cash and .298 shares of URS
common stock for every common share of Greiner. Based on
Greiner's 4,704,642 outstanding shares of common stock, the
aggregate consideration was approximately $63.5 million in cash
and 1.4 million shares of URS common stock.
Page 8 of 10 <PAGE>
To finance the acquisition, URS entered into a new
$70 million secured credit facility with Wells Fargo Bank, N.A.
The credit facility consists of $50 million in term loans
maturing in 2002 and 2003, and a $20 million revolving line of
credit. The combined company had pro forma assets of
$159,242,000 and working capital of $50,528,000 at October 31,
1995.
Mr. Koffel added, "We believe that there are
significant opportunities for future expansion in the
infrastructure market. As a leader in airport planning and
design we have completed projects at eight of the ten largest
U.S. airports and managed projects at over 200 airports
worldwide. We also have expertise in urban expressway and
bridge planning and engineering, and we currently work for more
than 30 state transportation departments. Our increased
national presence and our ability to provide a complete range
of services will allow us to increase our share in this growing
market segment."
URS Corporation offers a broad range of planning,
design and program and construction management services through
over 60 offices. The Company serves public and private sector
clients in two principal markets: infrastructure projects
involving transportation systems, institutional and commercial
facilities, pollution control and water resources; and environ-
mental projects involving hazardous waste management.
4/1/96
/CONTACT: Douglas Sherk, Chris Danne or Todd Friedman,
415-296-7383, or Jill Ruja or Ellissa Grabowski, 212-850-5600,
all of Morgen-Walke Associates, Inc., for URS; or Kent P.
Ainsworth, Chief Financial Officer of URS Corporation,
415-774-2700/
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Exhibit 23(a)
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CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this
Form 8-K of URS Corporation of our report dated
February 14, 1996, included in its Registration Statement on
Form S-4 (No. 33-31091) dated February 20, 1996, relating to
the financial statements of Greiner Engineering, Inc. for the
three years ended December 31, 1995 listed in item 7(a) of this
Form 8-K.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Dallas, Texas
February 20, 1996
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