<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________
AMENDMENT NO. 3
(Final Amendment)
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities and Exchange Act of 1934
____________________
DAMES & MOORE GROUP
(Name of Subject Company)
____________________
DEMETER ACQUISITION CORPORATION
URS CORPORATION
(Bidders)
____________________
Common Stock, par value $0.01 per share
(Including the Associated Preferred Stock Purchase rights)
(Title of Class of Securities)
____________________
235713 10 4
(CUSIP Number of Class of Securities)
____________________
Kent P. Ainsworth
Demeter Acquisition Corporation
c/o URS Corporation
100 California Street, Suite 500
San Francisco, CA 94111
(415) 774-2700
(Name, address and telephone number of person authorized
to receive notice and communications on behalf
of the person filing statement)
____________________
Copy to:
Samuel M. Livermore, Esq.
Cooley Godward llp
One Maritime Plaza, 20th Floor
San Francisco, CA 94111
(415) 693-2000
================================================================================
<PAGE>
CUSIP NO. 235713 10 4
Amendment No. 3 to Schedule 14D-1
- --------------------------------------------------------------------------------
(1) Name of Reporting Persons
S.S. OR I.R.S. Identification Number of Above Person:
Demeter Acquisition Corporation (applied for)
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use only:
- --------------------------------------------------------------------------------
(4) Source of Funds:
AF
- --------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f). [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization:
Delaware
- --------------------------------------------------------------------------------
(7) Aggregate Amount Beneficially Owned by Each Reporting Person:
17,648,980 shares of common stock
- --------------------------------------------------------------------------------
(8) Check Box if the Aggregate Amount in Row (7) Excludes Certain
Shares: [ ]
- --------------------------------------------------------------------------------
(9) Percent of Class Represented by Amount In Row (7):
94.9%
- --------------------------------------------------------------------------------
(10) Type of Reporting Person:
CO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 235713 10 4
Amendment No. 3 to Schedule 14D-1
- --------------------------------------------------------------------------------
(1) Name of Reporting Persons
S.S. OR I.R.S. Identification Number of Above Person:
URS Corporation: 94-1381538
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use only:
- --------------------------------------------------------------------------------
(4) Source of Funds:
BK, OO, AF
- --------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f). [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization:
Delaware
- --------------------------------------------------------------------------------
(7) Aggregate Amount Beneficially Owned by Each Reporting Person:
17,648,980 shares of common stock
- --------------------------------------------------------------------------------
(8) Check Box if the Aggregate Amount in Row (7) Excludes Certain
Shares: [ ]
- --------------------------------------------------------------------------------
(9) Percent of Class Represented by Amount In Row (7):
94.9%
- --------------------------------------------------------------------------------
(10) Type of Reporting Person:
CO, HC
- --------------------------------------------------------------------------------
<PAGE>
This statement amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission (the
"Commission") on May 11, 1999 by Demeter Acquisition Corporation, a Delaware
corporation (the "Purchaser") and URS Corporation, a Delaware corporation
("Parent"), as amended by Amendment No. 1 to such Statement filed with the
Commission on May 19, 1999 and Amendment No. 2 to such Statement filed with the
Commission on June 1, 1999 (collectively, the "Schedule 14D-1"). The Schedule
14D-1 was filed in connection with the Purchaser's offer to purchase all
outstanding shares of common stock, par value $0.01 per share (including
associated preferred stock purchase rights), of Dames & Moore Group, a Delaware
corporation (the "Company"), at a price of $16.00 per share, net to the seller
in cash (subject to applicable withholding of taxes), without any interest, upon
the terms and subject to the conditions set forth in the Purchaser's Offer to
Purchase dated May 11, 1999, and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"). Capitalized terms used and not defined herein shall have the meanings
given to them in the Offer to Purchase.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
Item 5 "Purpose of the Tender Offer and Plans or Proposals of the Bidder"
of the Schedule 14D-1 is hereby amended to include the following under
subparagraph (a):
Now that the Offer has expired, Parent shall cause the Purchaser to effect
a "short-form" merger with and into the Company, with the Company continuing as
the surviving corporation. Parent currently expects the Merger to be
consummated by June 30, 1999.
Item 6. Interest in Securities of the Subject Company.
Item 6 "Interest in Securities of the Subject Company" of the Schedule 14D-
1 is hereby amended to include the following under subparagraphs (a) and (b):
At 12:00 midnight, New York City time, on Tuesday, June 8, 1999, the Offer
expired. Based on a preliminary count from the Depositary, approximately
17,400,344 Shares were tendered in the Offer, together with in excess of 248,000
Shares tendered subject to guaranteed delivery procedures. On June 9, 1999,
subject to the terms of the Offer, Purchaser accepted for payment all of the
Shares validly tendered and not withdrawn prior to the expiration of the Offer,
representing approximately 95% of the Shares outstanding. A copy of the press
release issued by Parent on June 9, 1999 announcing the expiration of the Offer
and the acceptance of the validly tendered Shares is attached hereto as Exhibit
(a)(12) and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits
Item 11 of the Schedule 14D-1 is hereby amended to include the following as
exhibits:
Exhibit (a)(12): Text of the Press Release, dated June 9, 1999, issued by
URS Corporation.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 3 is true, complete
and correct.
URS CORPORATION
By: /s/ Kent P. Ainsworth
---------------------------------------
Name: Kent P. Ainsworth
Title: Executive Vice President and
Chief Financial Officer
DEMETER ACQUISITION CORPORATION
By: /s/ Kent P. Ainsworth
---------------------------------------
Name: Kent P. Ainsworth
Title: Treasurer and
Chief Financial Officer
Dated: June 9, 1999
<PAGE>
EXHIBIT (A)(12)
FOR IMMEDIATE RELEASE
- ---------------------
Contacts:
URS Corporation Sard Verbinnen & Co.
Kent P. Ainsworth Andrew Merrill/Kim Polan
Executive Vice President (212) 687-8080
& Chief Financial Officer
(415) 774-2700
URS CORPORATION ANNOUNCES COMPLETION OF ITS
TENDER OFFER FOR DAMES & MOORE GROUP
__________________________________________________________
SAN FRANCISCO, CA, June 9, 1999 - URS Corporation (NYSE: URS) today
announced that it has accepted for payment all of the shares of common stock
of Dames & Moore Group (NYSE: DM) validly tendered and not withdrawn under
the tender offer commenced on May 11, 1999. The accepted shares totalled
approximately 17.6 million shares based on a preliminary count, representing
approximately 95% of the outstanding Dames & Moore shares. The tender offer
expired at 12:00 midnight, New York City time, on Tuesday, June 8, 1999.
With the tender offer completed, URS now intends to promptly complete a
short-form merger of its wholly owned subsidiary into Dames & Moore under
Delaware law. As a result, Dames & Moore will become a direct, wholly owned
subsidiary of URS and, subject to appraisal rights, each remaining
outstanding Dames & Moore share will be converted into the right to receive
$16.00 in cash, without interest.
Headquartered in San Francisco, URS offers a broad range of planning
and design services through 140 offices located in 16 countries, including
Europe and Asia/Pacific. URS provides services for infrastructure projects
involving air and surface transportation systems; institutional, industrial
and commercial facilities; and pollution control, water resources and
hazardous waste management programs.
<PAGE>
URS serves local, state and federal government agencies as well as
private clients in the chemical, manufacturing, pharmaceutical, forest
product, mining, water supply, commercial development and utilities
industries.
Dames & Moore is a worldwide engineering and construction services
firm, whose capabilities include general engineering and consulting, process
and chemical engineering, transportation planning and design, and
construction services. Headquartered in Los Angeles, Dames & Moore has over
7,800 employees and offices in over 30 countries.
###
