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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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AMENDMENT NO. 2
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities and Exchange Act of 1934
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DAMES & MOORE GROUP
(Name of Subject Company)
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DEMETER ACQUISITION CORPORATION
URS CORPORATION
(Bidders)
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Common Stock, par value $0.01 per share
(Including the Associated Preferred Stock Purchase rights)
(Title of Class of Securities)
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235713 10 4
(CUSIP Number of Class of Securities)
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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)
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Copy to:
Samuel M. Livermore, Esq.
Cooley Godward LLP
One Maritime Plaza, 20th
Floor San Francisco, CA 94111
(415) 693-2000
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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 (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 9. Financial Statements of Certain Bidders
Item 9 "Financial Statements of Certain Bidders" of the Schedule 14D-1 is
hereby amended to include the following:
On May 24, 1999, Parent announced operating results for its second quarter
and the six months ended April 30, 1999. A copy of the press release announcing
such results is filed as Exhibit (a)(10) hereto and is incorporated herein by
reference.
Revenue for the second quarter of 1999 was $222.2 million compared to
$195.2 million for the second quarter of 1998. Net income increased to $7.0
million from $4.9 million for the same period in 1998. Earnings per share
increased to $0.42 compared to $0.31 for the second quarter ended April 30,
1998.
For the six months ended April 30, 1999, revenue increased to $415.1
million from $381.3 million for the six months ended April 30, 1998. Net
income for the six-month period was $12.7 million or $0.77 per share, compared
to $9.1 million or $0.58 per share for the same period in 1998. At April 30,
1999, backlog totaled $712.8 million compared with $675.0 million at October
31, 1998.
Item 10. Additional Information
Item 10 "Additional Information" of the Schedule 14D-1 is hereby amended to
include the following under subparagraph (f):
On May 26, 1999, the Company announced operating results for the three
months ended March 26, 1999 and the year ended March 26, 1999. A copy of the
press release announcing such results is filed as Exhibit (a)(11) hereto and is
incorporated herein by reference.
The Company reported net revenues of $639.3 million for the fiscal year
ended March 26, 1999 as compared to $482.5 million for the fiscal year ended
March 27, 1998. Earnings from operations, before charges related to the
Company's acquisition of Radian International LLC, were $52.2 million for fiscal
year 1999 compared with $42.8 million for fiscal year 1998. Earnings from
operations after acquisition-related restructuring charges were $23.9 million in
fiscal year 1999 after giving affect to the $28.2 million restructuring charge.
The net (loss) after restructuring charges and extraordinary items was
$(303,000) for fiscal year 1999 compared with net earnings of $19.3 million for
fiscal year 1998.
The Company reported earnings per share on a diluted basis, before
acquisition-related restructuring charges, of $1.12 for fiscal year 1999
compared with $1.07 per share for fiscal year 1998. Earnings per share after
acquisition-related charges and extraordinary items was $(0.02) for fiscal year
1999. Diluted earnings per share for the fourth quarter of fiscal 1999 were
$0.27 compared with $0.24 for the fourth quarter of fiscal 1998.
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)(10): Text of the Press Release, dated May 24, 1999, issued by
URS Corporation.
Exhibit (a)(11): Text of the Press Release, dated May 27, 1999, issued by
Dames & Moore Group.
2
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 2 is true, complete
and correct.
URS CORPORATION
By: /s/ Kent P. Ainsworth
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Name: Kent P. Ainsworth
Title: Executive Vice President and
Chief Financial Officer
DEMETER ACQUISITION CORPORATION
By: /s/ Kent P. Ainsworth
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Name: Kent P. Ainsworth
Title: Treasurer and
Chief Financial Officer
Dated: June 1, 1999
3
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Exhibit (a)(10)
[URS CORPORATION LETTERHEAD]
FOR IMMEDIATE RELEASE
Contact: URS Sard Verbinnen & Co.
Kent Ainsworth Andrew Merrill/
EVP & CFO Christina Johnson
415-774-2700 212/687-8080
URS Corporation Reports 42% Rise in Second Quarter Net Income
Earnings Per share Increases 36%
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San Francisco, May 24, 1999 - URS Corporation (NYSE: URS - news) today
reported record revenue, net income and earnings per share for the second
quarter ended April 30, 1999.
Revenue for the second quarter of 1999 reached $222,219,000, up 14% from
$195,182,000 reported for the second quarter of fiscal 1998. Net income
increased 42%, rising to $6,995,000 from $4,943,000 for the same period last
year. Earnings per share increased 36% to $0.42, compared to $0.31 for the
second quarter ended April 30, 1998.
For the six months ended April 30, 1999, revenues increased 9% to
$415,069,000 from $381,338,000 for the first six months of last year. Net income
for the six month period was $12,667,000, or $0.77 per share, compared to
$9,112,000, or $0.58 per share for the same period last year, representing a 33%
increase in net income per share. At April 30, 1999, backlog totaled
$712,815,000 compared with $675,000,000 at October 31, 1998.
"We are pleased with the strength of our second quarter results, which
reflect the continued strong fundamentals of our core engineering and design
business," commented Martin M. Koffel, Chairman and Chief Executive Officer.
Added Koffel, "Our pending acquisition of Dames & Moore Group, which was
announced on May 5, 1999, is on schedule. The cash tender for Dames & Moore's
common shares commenced on May 11, 1999 and will expire June 8, 1999, unless
extended. Last week the Federal Trade Commission granted early termination of
the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act."
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Headquartered in San Francisco, URS Corporation offers a broad range of
planning, design, and program and construction management 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. The Company
serves local, state and federal government agencies as well as private clients
in the chemical, manufacturing, pharmaceutical, forest product, mining, water
supply, commercial development, telecommunications and utilities industries.
This press release contains "forward-looking statements" within the
meaning of the securities laws, including statements about the continued
strength of the Company's business and the schedule of the Dames & Moore
acquisition. We believe that our expectations are reasonable and are based on
reasonable assumptions. However, risks and uncertainties relating to future
events that could cause actual results to differ materially from our
expectations include our ability to consummate the Dames & Moore acquisition and
the related financing, our dependency on government programs and contracts,
competitive practices in the industry, our ability to attract and retain
qualified professionals, exposure to potential liability, and other factors
discussed more fully in the Company's 1998 Form 10-K and other publicly
available reports filed with the Securities and Exchange Commission from time to
time. The Company does not intend, and assumes no obligation, to update any
forward-looking statements.
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URS CORPORATION
Financial Data
(unaudited)
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SUMMARY OF FINANCIAL RESULTS
<TABLE>
<CAPTION>
Second Quarter Six Months
Ended April 30, Ended April 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Revenues $222,219,000 $195,182,000 $415,069,000 $381,338,000
Costs and
Expenses 209,724,000 186,039,000 392,602,000 364,626,000
Income Before
Taxes 12,495,000 9,143,000 22,467,000 16,712,000
Net Income $ 6,995,000 $ 4,943,000 $ 12,667,000 $ 9,112,000
============ ============ ============ ============
Earnings
per share:
Basic $ .45 $ .33 $ .82 $ .61
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Diluted $ .42 $ .31 $ .77 $ .58
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</TABLE>
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SUMMARY OF FINANCIAL POSITION
<TABLE>
<CAPTION>
April 30, October 31,
1999 1998
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<S> <C> <C>
Current assets $318,423,000 $286,185,000
Other assets 176,234,000 165,519,000
Total assets $494,657,000 $451,704,000
============ ============
Current liabilities $159,293,000 $155,216,000
Total liabilities 311,708,000 285,344,000
Stockholders' equity 182,949,000 166,360,000
Total liabilities
and stockholders' equity $494,657,000 $451,704,000
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</TABLE>
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Exhibit (a)(11)
[DAMES & MOORE GROUP LETTERHEAD]
FOR IMMEDIATE RELEASE
DAMES & MOORE GROUP REPORTS
FISCAL 1999 RESULTS
LOS ANGELES, May 26, 1999--Dames & Moore Group (NYSE:DM) today reported
earnings per share on a diluted basis, before charges related to the company's
acquisition of Radian International LLC, of $1.12 for the fiscal year ended
March 26, 1999 compared with $1.07 per share for the fiscal year ended March 27,
1998. Diluted earnings per share for the fourth quarter of fiscal 1999 were
$0.27 compared with $0.24 for the fourth quarter of fiscal 1998. Earnings from
operations before acquisition-related restructuring charges were $52.2 million
for the year compared with $42.8 million for the prior year. Earnings per share
after acquisition-related charges and extraordinary items was $(0.02). Earnings
from operations after acquisition-related restructuring charges were $23.9
million after giving affect to the $28.2 million restructuring charge. The net
(loss) after restructuring charges and extraordinary items was $(303,000) for
the year compared with net earnings of $19.3 million for the prior year. Net
revenues were $639.3 million for fiscal year 1999 and $482.5 million for the
comparable period in fiscal 1998.
The company is in the process of merging with URS Corporation, which
launched a tender offer for all the outstanding shares of Dames & Moore Group
common stock for $16.00 a share. The tender is expected to close June 8, 1999
unless extended. Arthur C. Darrow, Chief Executive Officer, stated, "We are
pleased that our year-end results met our expectations."
The Dames & Moore Group, a global engineering and construction services
firm, has annualized gross revenues of approximately $1.2 billion. The group's
capabilities include general engineering and consulting, process and chemical
engineering, transportation planning and design, and construction services.
Headquartered in Los Angeles, the group has over 250 offices spanning 33
countries.
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DAMES & MOORE GROUP
Statements of Earnings (Loss)
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Twelve Months Ended
March 26, March 27, March 26, March 27,
1999 1998 1999 1998
(13 Weeks) (13 Weeks) (52 Weeks) (52 Weeks)
<S> <C> <C> <C> <C>
Gross revenues $289,777 $180,943 $1,029,967 $703,902
Direct costs of outside services 104,520 60,203 390,621 221,398
Net revenues 185,257 120,740 639,346 482,504
Operating expenses:
Salaries and related costs 126,127 85,532 445,594 337,474
General expenses 40,228 21,517 123,206 88,401
Acquisition related restructuring and
other charges -- -- 28,276 --
18,902 13,691 42,270 56,629
Depreciation and amortization 3,931 2,431 12,840 9,216
Amortization of goodwill 1,676 1,160 5,504 4,600
Earnings from operations 13,295 10,100 23,926 42,813
Investment and other income 803 460 1,231 997
Interest expense (5,585) (2,648) (18,481) (10,292)
Earnings before income taxes 8,513 7,912 6,676 33,518
Income taxes 3,655 3,571 4,129 14,188
Earnings before extraordinary item 4,858 4,341 2,547 19,330
Extraordinary item
(net of applicable income tax benefit
of $1,737) -- -- (2,850) --
Net earnings (loss) $ 4,858 $ 4,341 $ (303) $ 19,330
Cash dividends declared per share $0.03 $0.03 $0.12 $0.12
Earnings (loss) per share - Basic $0.27 $0.24 $(0.02) $1.08
Earnings (loss) per share - Diluted $0.27 $0.24 $(0.02) $1.07
Weighted average number of
shares - Basic 18,215 17,914 18,237 17,890
Weighted average number of
shares - Diluted 18,291 18,074 18,319 18,048
</TABLE>
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DAMES & MOORE GROUP
Statements of Financial Position
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
March 26, March 27,
1999 1998
<S> <C> <C>
Assets
Current assets $366,506 $228,129
Property and equipment, net 57,518 23,397
Goodwill of acquired businesses 159,918 117,849
Investments in affiliates and other assets 50,637 16,986
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$634,579 $386,361
Liabilities and shareholders' equity
Current liabilities $182,336 $ 98,559
Long-term debt 284,147 132,010
Other long-term liabilities 21,176 5,883
Shareholders' equity 146,920 149,909
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$634,579 $386,361
</TABLE>
