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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________
AMENDMENT NO. 1
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)
____________________
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)
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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)
____________________
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") (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 3. Past Contacts, Transaction or Negotiations with the Subject Company
Item 3 "Past Contacts, Transaction or Negotiations with the Subject
Company" of the Schedule 14D-1 is hereby amended to include the following:
On May 18, 1998, Parent issued a press release announcing that the Federal
Trade Commission has granted early termination of the required waiting periods
under the Hart-Scott-Rodino Antitrust Improvements Act with respect to its
pending acquisition of the Company and the related equity financing. A copy of
the press release is filed as Exhibit (a)(9) hereto 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
an exhibit:
Exhibit (a)(9): Text of the Press Release dated May 18, 1999 issued by URS
Corporation.
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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. 1 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: May 18, 1999
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Exhibit (a)(9)
[URS CORPORATION AND DAMES & MOORE GROUP LETTERHEAD]
FOR IMMEDIATE RELEASE
Contact: URS Dames & Moore Sard Verbinnen & Co.
Kent Ainsworth Mark Snell Andrew Merrill/
EVP & CFO EVP & CFO Christina Johnson
415-774-2700 213-996-2224 212/687-8080
EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD GRANTED
URS CORPORATION/DAMES & MOORE TRANSACTION
________________________________________________________________________________
San Francisco and Los Angeles, California, May 18, 1999 - URS Corporation
(NYSE: URS) today announced that the Federal Trade Commission has granted early
termination of the required waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act with respect to its pending acquisition of Dames &
Moore Group (NYSE: DM) and the related equity financing.
The acquisition remains subject to the tender of a majority of Dames &
Moore Group shares under the offer commenced on May 11, 1999 and to typical
funding conditions. The tender offer and withdrawal rights will expire at 12:00
midnight, New York City time, on Tuesday, June 8, 1999, unless extended.
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.
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.
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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.
