<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. )
Filed by Registrant X
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
X Preliminary Proxy Statement
[ ] Definitive Proxy Statement
GREINER ENGINEERING, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BOARD OF DIRECTORS OF GREINER ENGINEERING, INC.
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
X Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Greiner Engineering, Inc. common stock, par value $.50 per share
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
4,704,642 shares of Greiner Engineering, Inc. common stock
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
$13.50 cash plus the fair market value 0.298 shares of URS Corporation common
stock, $.01 per share, based on the closing price of URS common stock on
January 22,1996 per Exchange Act Rule 0-11(4)
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
$72,612,667
- - --------------------------------------------------------------------------------
(5) Total Fee Paid:
$14,523
- - --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- - --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No:
- - --------------------------------------------------------------------------------
(3) Filing Party:
- - --------------------------------------------------------------------------------
(4) Date Filed:
- - --------------------------------------------------------------------------------
__________________________________
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE> 2
[LOGO]
GREINER ENGINEERING, INC.
909 EAST LAS COLINAS BOULEVARD
SUITE 1900
IRVING, TEXAS 75039
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF
GREINER ENGINEERING, INC.
TO BE HELD MARCH ___, 1996
To the Stockholders of Greiner Engineering, Inc.:
NOTICE is hereby given that the Annual Meeting of the Stockholders of
Greiner Engineering, Inc., a Nevada corporation ("Greiner"), will be held at
the Doubletree Hotel at Park West, 1590 LBJ Freeway, Dallas, Texas 75234, at
11:00 a.m. local time on [__________, March ___, 1996], for the following
purposes:
(1) To consider and vote on a proposal to approve and adopt a merger
pursuant to which, among other things, (a) a wholly-owned subsidiary of URS
Corporation will be merged with and into Greiner (the "Merger"), which will
result in Greiner becoming a wholly-owned subsidiary of URS Corporation
("URS"), and (b) each stockholder of Greiner will receive for each share of
Greiner Common Stock owned as of the Effective Time of the Merger $13.50 in
cash plus 0.298 shares of URS Common Stock. Details of the Merger are set
forth in the accompanying Proxy Statement / Prospectus, which you should read
carefully;
(2) To elect a Board of Directors to hold office until the next annual
meeting and until their successors are elected, if for any reason the Merger is
not consummated; and
(3) To transact such other business as may be properly brought before the
meeting.
The record date for the determination of stockholders entitled to notice of
and to vote at the meeting is February ___, 1996.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING.
By Order of the Board of Directors
MELISSA K. HOLDER
Corporate Secretary
February ___, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE SIGN AND
RETURN THE ACCOMPANYING PROXY WITHOUT DELAY IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE. THE PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON IN THE EVENT YOU ATTEND THE MEETING.
i
<PAGE> 3
PROXY STATEMENT / PROSPECTUS
GENERAL INFORMATION
This Proxy Statement / Prospectus is furnished (1) in connection with the
solicitation by Greiner of proxies to be voted at the Annual Meeting of
Stockholders of Greiner (the "Greiner Meeting") to be held on [_________, March
__, 1996] at the Doubletree Hotel at Park West, 1590 LBJ Freeway, Dallas, Texas
75234, at 11:00 a.m., local time, with respect to (a) the Merger of URS
Acquisition Corporation, a Nevada corporation and wholly-owned subsidiary of
URS, with and into Greiner pursuant to the terms and conditions of that certain
Agreement and Plan of Merger among Greiner, URS and URS Acquisition Corporation
(the "Merger Agreement"), dated January 10, 1996, and (b) the election of
directors of Greiner to serve if the Merger is not consummated for any reason,
and (2) as the Prospectus of URS covering the issuance of shares of URS common
stock, par value $.01 per share ("URS Common Stock"), to the stockholders of
Greiner pursuant to the Merger. All information herein with respect to URS has
been furnished by URS, and all information herein with respect to Greiner has
been furnished by Greiner. Capitalized terms not otherwise defined herein have
the meanings assigned to such terms in the Merger Agreement.
As a result of the Merger, Greiner will become a wholly-owned subsidiary of
URS. Each share of Greiner common stock, par value $.50 per share ("Greiner
Common Stock"), issued and outstanding immediately prior to the Effective Time
of the Merger (as defined in the Merger Agreement) will be converted into the
right to receive $13.50 in cash plus 0.298 shares of URS Common Stock,
representing an aggregate amount of approximately $64,000,000 and approximately
1,400,000 shares of URS Common Stock. The consideration to be delivered in the
Merger is referred to herein as the "Merger Consideration." The closing of the
Merger will occur promptly after the satisfaction of the conditions precedent
contained in the Merger Agreement. All options outstanding at the Effective
Time of the Merger that were issued under the 1981 Stock Option Plan of Greiner
or under the 1991 Stock Option Plan of Greiner (collectively, the "Greiner
Options") will be cancelled; provided, however, that the holders of Greiner
Options will be entitled to receive a cash payment equal to the excess, if any,
between the value of the per share Merger Consideration, based on the closing
price per share of URS Common Stock as quoted in The Wall Street Journal on the
trading day immediately preceding the Closing Date, over the exercise price of
the option. See "The Merger - The Merger Agreement"; "The Merger - Merger
Consideration;" "The Merger - Effective Time of the Merger."
As a result of the Merger, former stockholders of Greiner will hold
approximately 16% of the issued and outstanding shares of URS Common Stock.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN MATTERS WHICH SHOULD BE
CONSIDERED BY THE STOCKHOLDERS OF GREINER WITH RESPECT TO THE MERGER.
This Proxy Statement / Prospectus and the accompanying form of proxy are
first being mailed to stockholders of Greiner on or about February __, 1996.
___________________________________
NEITHER THE MERGER NOR THE SECURITIES OF URS TO BE ISSUED IN CONNECTION
WITH THE MERGER HAVE BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT / PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________________________________
The date of this Proxy Statement / Prospectus is February __, 1996.
ii
<PAGE> 4
AVAILABLE INFORMATION
URS and Greiner are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, file reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by URS and Greiner with the Commission
can be inspected and copied at the public reference facilities maintained by
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Regional Offices of the Commission located
at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can also be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. URS Common Stock and Greiner Common Stock are quoted on the
New York Stock Exchange and the Pacific Stock Exchange. Reports and other
information concerning URS and Greiner can also be inspected at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
URS has filed with the Commission a Registration Statement covering the
shares of URS Common Stock to be issued as a result of the Merger. This Proxy
Statement / Prospectus, which constitutes a part of the Registration Statement
on Form S-4 (the "Registration Statement"), does not contain all of the
information set forth in the Registration Statement, certain items of which are
contained in schedules and exhibits to the Registration Statement as permitted
by the rules and regulations of the Commission. For further information,
reference is made to the Registration Statement, including the schedules and
exhibits filed as a part thereof or incorporated by reference therein.
Statements contained herein concerning the provisions of documents are
necessarily summaries of such documents, and each such statement is qualified
in its entirety by reference to the copy of the applicable document filed as an
exhibit hereto or as otherwise filed with the Commission. The Registration
Statement and the exhibits and schedules thereto may be inspected, without
charge, and copies thereof may be obtained at prescribed rates, at the offices
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
URS hereby undertakes to supply by means of a post-effective amendment all
information concerning the Merger and URS that were not the subject of and
included in the Registration Statement when it became effective.
___________________________________
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROXY STATEMENT / PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY URS OR GREINER. THIS PROXY STATEMENT / PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
PURCHASE, THE SECURITIES OFFERED BY THIS PROXY STATEMENT / PROSPECTUS, OR A
SOLICITATION OF A PROXY FROM ANY PERSON, IN ANY JURISDICTION IN WHICH IT IS
UNLAWFUL TO MAKE SUCH AN OFFER, SOLICITATION OF AN OFFER OR PROXY SOLICITATION.
NEITHER THE DELIVERY OF THIS PROXY STATEMENT / PROSPECTUS NOR ANY DISTRIBUTION
OF THE SECURITIES MADE UNDER THIS PROXY STATEMENT / PROSPECTUS SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF URS OR GREINER AT ANY TIME SUBSEQUENT TO THE DATE OF THIS PROXY
STATEMENT / PROSPECTUS.
___________________________________
URS was incorporated in California in 1951 and reincorporated in Delaware
in 1976. The term "URS" as used herein, includes all subsidiaries and
predecessors of URS, except as the context may otherwise require. Greiner was
incorporated in California in 1954 and reincorporated in Nevada in 1986. The
term "Greiner" as used herein, includes all subsidiaries and predecessors of
Greiner, except as the context may otherwise require.
iii
<PAGE> 5
DOCUMENTS DELIVERED HEREWITH
THIS PROXY STATEMENT / PROSPECTUS IS ACCOMPANIED BY A COPY OF GREINER'S
ANNUAL REPORT TO STOCKHOLDERS ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER
31, 1994, GREINER'S QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED
SEPTEMBER 30, 1995 AND BY A COPY OF URS'S ANNUAL REPORT ON FORM 10-K TO
STOCKHOLDERS FOR THE FISCAL YEAR ENDED OCTOBER 31, 1995.
DOCUMENTS INCORPORATED BY REFERENCE
THIS PROXY STATEMENT / PROSPECTUS INCORPORATES BY REFERENCE DOCUMENTS
RELATING TO URS AND GREINER WHICH ARE NOT PRESENTED HEREIN OR DELIVERED
HEREWITH. REFERENCED DOCUMENTS RELATING TO URS (OTHER THAN EXHIBITS TO SUCH
DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE) ARE
AVAILABLE TO ANY PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROXY
STATEMENT / PROSPECTUS IS DELIVERED, ON WRITTEN OR ORAL REQUEST, WITHOUT
CHARGE, FROM URS CORPORATION, 100 CALIFORNIA STREET, SUITE 500, SAN FRANCISCO,
CALIFORNIA 94111-4529, ATTENTION: KENT P. AINSWORTH, VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER, (415) 774-2700. REFERENCED DOCUMENTS RELATING TO GREINER
(OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH REFERENCED EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE) ARE AVAILABLE TO ANY PERSON, INCLUDING
ANY BENEFICIAL OWNER, TO WHOM THIS PROXY STATEMENT / PROSPECTUS IS DELIVERED,
ON WRITTEN OR ORAL REQUEST, WITHOUT CHARGE, FROM GREINER ENGINEERING, INC., 909
EAST LAS COLINAS BLVD., SUITE 1900, IRVING, TEXAS 75039, ATTENTION: MELISSA K.
HOLDER, CORPORATE SECRETARY, (214) 869-1001. REQUESTS FOR INFORMATION WILL BE
RESPONDED TO WITHIN ONE BUSINESS DAY OF SUCH REQUEST. THIS INCLUDES
INFORMATION CONTAINED IN DOCUMENTS FILED SUBSEQUENT TO THE EFFECTIVE DATE OF
THE REGISTRATION STATEMENT THROUGH THE DATE OF RESPONDING TO THE REQUEST.
COPIES OF DOCUMENTS SO REQUESTED WILL BE DELIVERED BY FIRST CLASS MAIL, POSTAGE
PAID. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD
BE MADE BY [MARCH ___, 1996.]
The following documents of URS are incorporated by reference herein:
1. URS Corporation Annual Report on Form 10-K for the fiscal year
ended October 31, 1995.
2. URS Corporation Form 8-K dated December 4, 1995.
3. URS Corporation Form 8-K dated January 12, 1996.
The following documents of Greiner are incorporated by reference herein:
1. Greiner Engineering, Inc. Annual Report on Form 10-K for the year
ended December 31, 1994.
2. Greiner Engineering, Inc. Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995, June 30, 1995, and September 30,
1995.
3. Greiner Engineering, Inc. Form 8-K dated December 7, 1995.
4. Greiner Engineering, Inc. Form 8-K dated January 18, 1996.
All documents filed by URS or Greiner with the Commission pursuant to
Sections 13(a) and 15(d) of the Exchange Act prior to the date of the Greiner
Meeting shall be deemed to be incorporated by reference herein and shall be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated by reference herein or contained in this Proxy
Statement / Prospectus shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which is also incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so
modified or superseded.
iv
<PAGE> 6
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii
DOCUMENTS DELIVERED HEREWITH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iv
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . iv
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Greiner Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Recommendation of the Board of Directors of Greiner . . . . . . . . . . . . . . . 5
Selected URS Historical Financial Data . . . . . . . . . . . . . . . . . . . . . . 6
Selected Greiner Historical Financial Data . . . . . . . . . . . . . . . . . . . . 7
Selected Pro Forma Combined Financial Data . . . . . . . . . . . . . . . . . . . . 8
Per Share Data - Historical and Pro Forma . . . . . . . . . . . . . . . . . . . . 9
Market Price Data of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . 10
Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
THE GREINER STOCKHOLDERS' MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Place, Time, and Date of Greiner Meeting . . . . . . . . . . . . . . . . . . . . . 12
Purpose of the Greiner Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Vote Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Revocability of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Cost of Soliciting Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Dissenters' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Effective Time of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Merger Consideration........................................ . . . . . . . . . . . 17
Conversion and Exchange of Greiner Common Stock Certificates . . . . . . . . . . . 18
Background of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Greiner Financial Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Reasons for the Merger; Recommendation of the Board of Directors of Greiner . . . 20
Directors and Executive Officers after the Merger . . . . . . . . . . . . . . . . 21
Registration and Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
The Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Certain Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . 28
Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Rights of Dissenting Stockholders . . . . . . . . . . . . . . . . . . . . . . . . 29
Financing of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Pro Forma Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . 31
Interests of Certain Persons in the Transaction . . . . . . . . . . . . . . . . . 36
</TABLE>
v
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<TABLE>
<CAPTION>
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<S> <C>
ANNUAL ELECTION OF GREINER BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . 37
Nominees for the Greiner Board of Directors . . . . . . . . . . . . . . . . . . . 37
1995 Meetings of the Greiner Board of Directors . . . . . . . . . . . . . . . . . 38
Committees of the Greiner Board of Directors . . . . . . . . . . . . . . . . . . . 38
Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Compensation Committee Report on Executive Compensation . . . . . . . . . . . . . 40
Performance Graph . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
INFORMATION CONCERNING URS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Clients . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Contract Pricing and Terms of Engagement . . . . . . . . . . . . . . . . . . . . . 44
Backlog, Project Designations and Indefinite Delivery Contracts . . . . . . . . . 44
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Description of URS Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . 46
INFORMATION CONCERNING GREINER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Sales and Backlog . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Compliance with Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . 48
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
URS MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Executive Officers of URS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Directors of URS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Directors' Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Employment Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Principal URS Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
GREINER MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Identification of Executive Officers and Other Key Employees . . . . . . . . . . . 59
Executive Compensation and Other Information . . . . . . . . . . . . . . . . . . . 61
Beneficial Ownership of Greiner Common Stock . . . . . . . . . . . . . . . . . . . 65
Principal Stockholders of Greiner . . . . . . . . . . . . . . . . . . . . . . . . 66
</TABLE>
vi
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<TABLE>
<CAPTION>
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<S> <C>
COMPARISON OF RIGHTS OF STOCKHOLDERS OF URS AND GREINER . . . . . . . . . . . . . . . . . 67
Cumulative Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Stockholder Power to Call Special Stockholders Meetings . . . . . . . . . . . . . 67
Size of Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Classified Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Removal of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Voting Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Business Combinations / Reorganizations . . . . . . . . . . . . . . . . . . . . . 69
Rights of Dissenting Stockholders . . . . . . . . . . . . . . . . . . . . . . . . 70
Inspection of Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . 70
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Limitation of Liability and Indemnification of Directors . . . . . . . . . . . . . 71
AFFILIATES' RESTRICTION ON SALE OF URS COMMON STOCK . . . . . . . . . . . . . . . . . . . 73
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
APPENDICES
Appendix A - Fairness Opinion of Houlihan Lokey Howard & Zukin . . . . . . . . . .
Appendix B - Agreement and Plan of Merger among
Greiner Engineering, Inc., URS Corporation and URS Acquisition Corporation . .
</TABLE>
vii
<PAGE> 9
SUMMARY
The following summary of certain information contained elsewhere in this
Proxy Statement / Prospectus does not purport to be complete and is qualified
in its entirety by, and should be read in conjunction with, the more detailed
information appearing elsewhere in this Proxy Statement / Prospectus and the
documents incorporated herein by reference and the Appendices attached hereto.
The information contained in the Proxy Statement / Prospectus with respect to
URS and its affiliates has been supplied by URS, and the information with
respect to Greiner and its affiliates has been supplied by Greiner. Certain
capitalized terms which are used but not defined in this summary are defined
elsewhere in this Proxy Statement / Prospectus.
THE COMPANIES
URS . . . . . . . . . . . . . URS Corporation, a Delaware corporation, is
a professional services firm specializing
in three major areas: planning; design;
and program and construction management
services for engineering, architectural and
environmental projects. URS serves public
and private sector clients throughout the
United States in two principal markets:
infrastructure projects involving
transportation systems, institutional and
commercial facilities and water resources;
and environmental projects involving
hazardous waste management and pollution
control. The principal executive offices
of URS are located at 100 California
Street, Suite 500, San Francisco,
California 94111-4529, and its telephone
number is (415) 774-2700. See "Information
Concerning URS."
URS Acquisition Corporation ("Acquisition
Corp.") is a newly formed Nevada
corporation and a wholly-owned subsidiary
of URS. The principal executive offices of
Acquisition Corp. are located at 100
California Street, Suite 500, San
Francisco, California 94111-4529, and its
telephone number is (415) 774-2700.
Greiner . . . . . . . . . . . Greiner Engineering, Inc., a Nevada
corporation, is a professional services
firm operating in the engineering and
architectural design services industry,
which provides a broad range of
engineering, planning, architectural,
environmental analysis, design, surveying,
program management and other services to
public and private sector clients
throughout the United States and abroad.
The principal executive offices of Greiner
are located at 909 East Las Colinas Blvd.,
Suite 1900, Irving, Texas 75039, and its
telephone number is (214) 869-1001. See
"Information Concerning Greiner."
GREINER MEETING
Time and Location . . . . . . The Annual Meeting of Stockholders of
Greiner will be held on [__________, March
___, 1996] at the Doubletree Hotel at Park
West, 1590 LBJ Freeway, Dallas, Texas 75234
at 11:00 a.m., local time, for the purpose
of considering and voting on a proposal to
approve and adopt the Merger, and to elect
directors of Greiner to serve if the Merger
is not consummated for any
1
<PAGE> 10
reason. Only holders of record of shares
of Greiner Common Stock at the close of
business on February __, 1996 will be
entitled to vote at the Greiner Meeting.
See "The Greiner Stockholders' Meeting -
Place, Time and Date of Greiner Meeting;"
"The Greiner Stockholders' Meeting -
Purpose of the Greiner Meeting."
Voting . . . . . . . . . . . The affirmative vote of the holders of a
majority of the outstanding shares of
Greiner Common Stock is required to approve
the Merger. All of Greiner's directors
have indicated that they will vote their
shares of Greiner Common Stock for the
approval of the Merger at the Greiner
Meeting. The directors and executive
officers of Greiner as a group hold 14.10%
of the outstanding Greiner Common Stock.
Delivery of the proxy solicited hereby or
attendance and voting at the Greiner
Meeting will revoke and supersede any prior
proxy. Participants in the Greiner
Performance Plan will be asked to direct
the Trustees as to how to vote the Greiner
Common Stock allocated to their accounts.
Shares as to which no direction is received
from a plan participant will be voted in
accordance with the recommendation of an
advisor retained by the Trustees. See "The
Greiner Stockholders' Meeting - Vote
Required."
THE MERGER
General Terms . . . . . . . . On January 10, 1996, URS, Greiner and
Acquisition Corp. entered into the Merger
Agreement, in which the parties set forth
the terms and conditions of the merger of
Acquisition Corp. with and into Greiner. A
copy of the Merger Agreement is included in
this Proxy Statement / Prospectus as
Appendix B. See "The Merger - The Merger
Agreement."
By virtue of the Merger, each of the shares
of Greiner Common Stock issued and
outstanding immediately prior to the
Effective Time of the Merger will
automatically be converted into and
exchanged for the right to receive, in the
aggregate, the Merger Consideration,
consisting of the cash and shares of URS
Common Stock described below. See "The
Merger."
Merger Consideration . . . . Each holder of Greiner Common Stock will be
entitled to receive, for each outstanding
share of Greiner Common Stock, $13.50 in
cash plus 0.298 shares of URS Common Stock,
for an aggregate amount of approximately
$64,000,000 and approximately 1,400,000
shares of URS Common Stock (the "Merger
Consideration"). No interest will accrue
or be payable with respect to the cash
portion of the Merger Consideration. See
"The Merger - Merger Consideration."
Fractional Shares . . . . . . No fractional shares of URS Common Stock
will be issued in connection with the
Merger. Fractional shares otherwise
issuable will be settled for cash, without
interest, based on the closing price per
share of URS Common Stock as quoted in The
Wall Street Journal on the trading day
immediately preceding the Closing Date.
2
<PAGE> 11
Options . . . . . . . . . . All Greiner Options outstanding at the
Effective Time of the Merger will be
cancelled; provided, however, that the
holders of Greiner Options will be entitled
to receive a cash payment equal to the
excess, if any, of the per share Merger
Consideration, based on the closing price
per share of URS Common Stock as quoted in
The Wall Street Journal on the trading day
immediately preceding the Closing Date,
over the exercise price of the option. See
"The Merger - Merger Consideration."
Issuance and Exchange
of Share Certificates . . . . At the Effective Time of the Merger, each
holder of a certificate that represented
Greiner Common Stock prior to consummation
of the Merger, will be entitled, upon
surrender of the certificate, to receive a
certificate or certificates representing
the number of whole shares of URS Common
Stock to which such holder is entitled
pursuant to the Merger Agreement, plus
$13.50 for each share of Greiner Common
Stock surrendered. The Merger
Consideration will not be delivered until a
stockholder's certificates evidencing
Greiner Common Stock have been surrendered
by the stockholder or his or her nominee.
Greiner stockholders will be furnished
separately a Letter of Transmittal to
facilitate the delivery of Greiner Common
Stock certificates to the Exchange Agent
designated to disburse the Merger
Consideration. PLEASE DO NOT DELIVER YOUR
STOCK CERTIFICATES TO GREINER OR THE
EXCHANGE AGENT UNTIL YOU RECEIVE THE LETTER
OF TRANSMITTAL AND INSTRUCTIONS FROM THE
EXCHANGE AGENT. See "The Merger -
Conversion and Exchange of Greiner Common
Stock Certificates."
Comparison of Rights of
Stockholders of URS
and Greiner . . . . . . . . The rights of Greiner's stockholders are
currently governed by Nevada law and by
Greiner's Restated Articles of
Incorporation and Bylaws. Upon the
effectiveness of the Merger, Greiner's
stockholders will become stockholders of
URS, a Delaware corporation, and their
rights as URS stockholders will be governed
by Delaware law and by URS's Amended and
Restated Certificate of Incorporation and
Bylaws. See "Comparison of Rights of
Stockholders of URS and Greiner."
Conditions to Merger . . . . The obligations of URS and Greiner to
consummate the Merger are subject to the
satisfaction of certain conditions set
forth in the Merger Agreement, including
(i) that the conditions to the receipt by
URS of funds from its lenders to finance
the Merger have been satisfied, (ii) the
registration under the Securities Act of
the URS Common Stock to be issued in the
Merger has become effective, (iii) the
Merger has been approved by the requisite
vote of Greiner Stockholders, (iv) there
has been no material adverse change
affecting Greiner or URS and (v) there is
no litigation challenging the Merger. The
waiting period under the Hart-Scott-Rodino
Antitrust Improvement Act of 1976 ("HSR
Act") was terminated on January 4, 1996.
URS has entered into a Secured Credit
Agreement with certain Lenders to obtain
the funds for the cash portion of the
Merger Consideration. The obligation of
the Lenders to provide such funds is
subject to satisfaction of a number of
conditions
3
<PAGE> 12
precedent by each of URS and Greiner,
including that URS and Greiner meet
specified financial tests, that there have
been no material adverse change in the
respective businesses of URS and Greiner,
and that all conditions precedent to the
Merger have been satisfied. See "The
Merger - The Merger Agreement;" and "The
Merger - Financing of the Merger."
Termination, Waiver and
Amendment . . . . . . . . . . The Merger Agreement may be terminated at
any time prior to the Effective Time by the
written mutual consent of URS and Greiner
or by either party if (i) Greiner
stockholder approval is not obtained, (ii)
a condition precedent to the terminating
party's obligation to consummate the Merger
is not fulfilled or (iii) the other party
breaches a material representation,
warranty, covenant or other agreement
contained in the Merger Agreement.
The Merger Agreement may be amended by the
parties' Boards of Directors prior to
approval of the Merger Agreement by Greiner
stockholders; after Greiner stockholder
approval has been obtained, no amendment
that by law requires the approval of the
Greiner stockholders may be made without
first obtaining such approval. See "The
Merger - The Merger Agreement."
In the event that Greiner or any of its
officers or directors enter into any
negotiations or discussions for any reason
which shall constitute a breach of the
no-shop provision of the Merger Agreement,
Greiner has agreed to immediately reimburse
URS for all expenses and costs incurred by
URS in connection with the Merger. In the
event that Greiner or any of its officers
or directors enters into any letter of
intent, agreement or understanding with any
party other than URS relating to the sale
of all or a substantial part of the assets,
business or stock of Greiner during the
period prior to the Closing or within nine
months after termination of the Merger
Agreement for any reason, Greiner has
agreed to pay URS a termination fee of
$5,000,000. See "The Merger - The Merger
Agreement."
Accounting Treatment . . . . The Merger is expected to be treated as a
"purchase" under generally accepted
accounting principles. See "The Merger -
Accounting Treatment."
Tax Consequences of
The Merger . . . . . . . . . A Greiner stockholder who exchanges Greiner
Common Stock for URS Common Stock and cash
generally will recognize income or gain to
the extent the cash and the fair market
value of the URS Common Stock received as
Merger Consideration exceeds the Greiner
stockholder's adjusted tax basis in the
Greiner Common Stock surrendered in the
exchange. The Merger is not intended to
constitute a tax-free "reorganization"
within the meaning of Section 368 of the
Internal Revenue Code of 1986, as amended
(the "Code"). See "The Merger - Certain
Federal Income Tax Consequences."
Effect of Merger for Performance
Plan Participants . . . . . . At the Effective Time of the Merger, shares
of Greiner Common Stock held in participant
accounts by the Greiner Performance
4
<PAGE> 13
Plan will be converted into shares of URS
Common Stock and cash on the same basis as
other shares of Greiner Common Stock. No
federal or state income tax will be
currently due from Greiner Performance Plan
participants with respect to any gain
realized from receipt of the Merger
Consideration. Any subsequent distribution
of the Merger Consideration by the Plan
will result in the receipt of taxable
income by the recipient unless the
distributed funds are reinvested in a tax
qualified plan or other investment vehicle
in accordance with the requirements of the
Code.
Dissenters' Rights . . . . . Based on the structure of the Merger and
Nevada corporate law, the holders of
Greiner Common Stock do not have any rights
to dissent to the Merger and seek a
judicial determination of the value of the
shares of Greiner Common Stock. See "The
Merger - Rights of Dissenting
Stockholders."
Management of URS
Following the Merger . . . . The management of URS after the Merger will
not change, except that after the Effective
Time of the Merger, Mr. Robert L. Costello
will become a director of URS Corporation.
See "The Merger - Directors and Executive
Officers After the Merger."
RECOMMENDATION OF THE BOARD OF DIRECTORS OF GREINER
Approval by the Board . . . . The Greiner Board has approved the Merger
Agreement and the Merger and determined
that the Merger is in the best interests of
Greiner and its stockholders. THE GREINER
BOARD RECOMMENDS THAT GREINER STOCKHOLDERS
VOTE FOR APPROVAL OF THE MERGER. For a
discussion of the factors considered by the
Greiner Board in reaching its decision, see
"The Merger - Reasons for the Merger;
Recommendations of the Board of Directors
of Greiner."
Fairness Opinion . . . . . . Among the factors considered by the Greiner
Board in approving the Merger was the
receipt of the opinion of Houlihan Lokey
Howard & Zukin ("Houlihan Lokey") that the
consideration to be received by the public
stockholders of Greiner in connection with
the Merger is fair to them from a financial
point of view. See "The Merger Agreement -
Greiner Financial Advisor" and Appendix A
-- Fairness Opinion of Houlihan Lokey
Howard & Zukin.
Annual Meeting . . . . . . . The Greiner Meeting will also include the
annual election of directors to serve if
the Merger is not consummated for any
reason. THE GREINER BOARD RECOMMENDS THAT
YOU VOTE FOR EACH NOMINEE FOR THE GREINER
BOARD OF DIRECTORS.
5
<PAGE> 14
SELECTED URS HISTORICAL FINANCIAL DATA
The selected historical consolidated financial information of URS
shown below for the five years ended October 31, 1995 has been derived from
URS's audited consolidated financial statements. This information should be
read in conjunction with URS's consolidated financial statements and related
notes included in URS's Annual Report on Form 10-K for the fiscal year ended
October 31, 1995, incorporated by reference in this Proxy Statement/Prospectus.
Historical operating results are not necessarily indicative of the results that
may be expected in any future period.
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31,
----------------------------------------------------------------------------------
1995 1994 1993 1992 1991
--------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenue $ 179,769,000 $164,088,000 $145,761,000 $136,793,000 $122,838,000
Net income $ 5,056,000 $ 4,439,000 $ 1,293,000 $ 4,268,000 $ 2,292,000
Earnings per share:
Primary $ .68 $ .60 $ .18 $ .55 $ .40
Fully diluted $ .67 $ .60 $ .18 $ .55 $ .38
BALANCE SHEET DATA
(END OF PERIOD):
Total assets $ 74,075,000 $ 65,214,000 $ 58,074,000 $ 54,892,000 $ 49,831,000
Working capital $ 36,307,000 $ 33,674,000 $ 27,684,000 $ 26,836,000 $ 21,891,000
Long-term liabilities $ 11,197,000 $ 10,650,000 $ 9,846,000 $ 10,038,000 $ 10,621,000
Stockholders' equity $ 39,478,000 $ 33,973,000 $ 29,389,000 $ 27,878,000 $ 23,264,000
</TABLE>
6
<PAGE> 15
SELECTED GREINER HISTORICAL FINANCIAL DATA
The selected historical consolidated financial information of Greiner shown
below for the four years ended December 31, 1994 has been derived from
Greiner's audited consolidated financial statements, and for the nine-month
period ended September 30, 1995 has been derived from Greiner's unaudited
consolidated financial statements that include, in the opinion of Greiner's
management, all adjustments (consisting of normal recurring adjustments)
necessary to present fairly the information for such period. This information
should be read in conjunction with the consolidated financial statements
included in Greiner's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 and Greiner's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995, incorporated by reference in this Proxy
Statement/Prospectus. Historical operating results are not necessarily
indicative of the results that may be expected in any future period.
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
(UNAUDITED) ----------------------------------------------------------------
1995 (1) 1994 1993 1992 1991
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenue $ 117,092,000 $ 151,856,000 $ 140,555,000 $ 131,803,000 $ 127,012,000
Net income (loss) $ (3,431,000) $ 3,979,000 $ 4,226,000 $ 4,040,000 $ 3,415,000
Earnings (loss) per share $ (.72) $ .82 $ .88 $ .86 $ .75
Cash dividends per share $ .23 $ .28 $ .24 $ .24 $ .20
BALANCE SHEET DATA
(END OF PERIOD):
Total assets $ 73,896,000 $ 76,189,000 $ 73,398,000 $ 67,813,000 $ 61,941,000
Working capital $ 35,851,000 $ 41,232,000 $ 37,824,000 $ 34,669,000 $ 32,599,000
Long-term liabilities $ 1,437,000 $ 1,388,000 $ 1,367,000 $ 1,344,000 $ 1,663,000
Stockholders' equity $ 49,275,000 $ 55,226,000 $ 52,098,000 $ 48,424,000 $ 42,888,000
</TABLE>
(1) During the third quarter of 1995, Greiner initiated various activities
to restructure certain of its operations in order to reduce its cost
structure and improve future profitability, resulting in a $3,100,000
restructuring charge. Also in the third quarter of 1995, Greiner
reduced the carrying value of its investment in a partnership by
$2,300,000. See Greiner's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995, incorporated by reference. In the
fourth quarter of 1995, Greiner anticipates reporting $600,000 in
additional restructuring charges and $1,500,000 in additional
operating losses related to the closure of its California residential
land development operations.
7
<PAGE> 16
SELECTED PRO FORMA COMBINED FINANCIAL DATA
The following unaudited selected pro forma financial information is based
on the historical consolidated balance sheets and related consolidated
statements of operations of URS and Greiner adjusted to give effect to the
Merger using the purchase method of accounting for business combinations.
The unaudited pro forma combined condensed balance sheets as of October 31,
1995 assume that the Merger occurred as of that date. The unaudited pro forma
combined condensed statement of operations for the twelve months ended October
31, 1995 assumes that the Merger occurred as of November 1, 1994. In order to
present comparable data for the combining companies, the pro forma statement of
operations includes the historical data for Greiner for the twelve month period
ended September 30, 1995.
This pro forma financial information should be read in conjunction with the
unaudited pro forma combined condensed financial information and notes thereto
included elsewhere in this Proxy Statement/Prospectus. The unaudited pro forma
financial information is not necessarily indicative of the operating results or
financial position that would have occurred had the Merger been consummated on
the dates indicated in the preceding paragraph nor is it necessarily indicative
of future operating results or financial position of the combined companies.
<TABLE>
<CAPTION>
TWELVE MONTHS
ENDED
OCTOBER 31, 1995
----------------
<S> <C>
INCOME STATEMENT DATA:
Revenue $334,904,000
Net income (loss) ($982,000)
Earnings (loss) per share ($0.11)
Cash dividends per share -
BALANCE SHEET DATA (END OF PERIOD):
Total assets $158,671,000
Working capital $52,970,000
Long-term liabilities $57,959,000
Stockholders' equity $49,453,000
</TABLE>
8
<PAGE> 17
PER SHARE DATA - HISTORICAL AND PRO FORMA
Set forth below is certain common share data of URS and Greiner on an
historical basis, a pro forma basis for URS and an equivalent pro forma basis
for Greiner. The URS pro forma data was derived by combining historical
consolidated financial information of URS and Greiner, giving effect to the
Merger under the purchase method of accounting for business combinations. The
equivalent pro forma data for Greiner was calculated on the assumption that
Greiner acquired URS using the same aggregate transaction values for cash and
stock, based on the closing price of the Greiner Common Stock on December 1,
1995, the last trading day preceding the announcement of the execution of the
letter of intent.
This information should be read in conjunction with the historical
financial statements of URS and Greiner incorporated by reference in this Proxy
Statement/Prospectus and the unaudited pro forma combined condensed financial
information included elsewhere in the Proxy Statement/Prospectus.
<TABLE>
<CAPTION>
Fiscal Year
Ended
October 31, 1995
----------------
<S> <C>
URS
---
HISTORICAL PER COMMON SHARE DATA:
Net income $0.67
Dividends -
Book value $5.51
PRO FORMA PER COMMON SHARE DATA:
Net income (loss) ($0.11)
Dividends -
Book value $5.77
</TABLE>
<TABLE>
<CAPTION>
Nine Months Year
Ended Ended
September 30, 1995 December 31, 1994
------------------ -----------------
<S> <C> <C>
GREINER
HISTORICAL PER COMMON SHARE DATA:
Net income (loss) ($ 0.72) $ 0.82
Dividends $ 0.23 $ 0.28
Book value $10.49 $ 11.44
EQUIVALENT PRO FORMA PER COMMON SHARE DATA:
Net income (loss) ($ 0.59) $ 0.67
Dividends $ 0.19 $ 0.24
Book value $ 8.53 $ 9.35
</TABLE>
Per share amounts for net income (loss) were computed based on the number
of average shares outstanding during the period and the dilutive effect of the
common share equivalents. Per share amounts for book value were computed based
on the number of shares outstanding at the end of the period presented. URS's
pro forma dividends per common share assume no dividend payments in accordance
with URS's historical dividend policy. Greiner equivalent pro forma dividends
per common share are based on cash dividends paid during the periods presented.
9
<PAGE> 18
MARKET PRICE DATA OF COMMON STOCK
URS Common Stock is quoted under the trading symbol "URS" on the New York
Stock Exchange ("NYSE") and the Pacific Stock Exchange ("PSE"). The following
table sets forth for the periods indicated the high and low sales prices per
share of URS Common Stock, as reported on the NYSE.
<TABLE>
<CAPTION>
Fiscal Year Ended
October 31, 1994 High Low
---------------- ---- ---
<S> <C> <C>
First Quarter . . . . . . . . . $7.38 $4.75
Second Quarter . . . . . . . . . 7.75 6.75
Third Quarter . . . . . . . . . 7.13 4.88
Fourth Quarter . . . . . . . . . 6.75 5.13
Fiscal Year Ended
October 31, 1995
----------------
First Quarter . . . . . . . . . $6.00 $5.00
Second Quarter . . . . . . . . . 6.00 5.38
Third Quarter . . . . . . . . . 5.88 5.25
Fourth Quarter . . . . . . . . . 6.63 5.50
</TABLE>
Greiner Common Stock is quoted under the trading symbol "GII" on the NYSE
and the PSE. The following table sets forth for the periods indicated the high
and low sales prices per share of Greiner Common Stock, as reported on the
NYSE.
<TABLE>
<CAPTION>
Fiscal Year Ended
December 31, 1994 High Low
----------------- ---- ---
<S> <C> <C>
First Quarter . . . . . . . . . $17.38 $13.50
Second Quarter . . . . . . . . . 14.25 12.00
Third Quarter . . . . . . . . . 15.13 12.00
Fourth Quarter . . . . . . . . . 13.75 9.75
Fiscal Year Ended
December 31, 1995
-----------------
First Quarter . . . . . . . . . $12.75 $10.13
Second Quarter . . . . . . . . . 12.63 11.00
Third Quarter . . . . . . . . . 11.63 10.63
Fourth Quarter . . . . . . . . . 14.00 8.13
</TABLE>
On December 1, 1995, the last trading day prior to the announcement by URS
and Greiner that they had executed the letter of intent, the closing prices of
URS Common Stock and Greiner Common Stock, as reported on the NYSE, were $6.88
and $9.25, respectively. On January 23, 1996, the most recent available
trading day before the filing of this Proxy Statement/Prospectus, the closing
prices of URS Common Stock and Greiner Common Stock, as reported on the NYSE,
were $6.63 and $14.63, respectively.
Following the Merger, URS Common Stock will continue to be traded on the
NYSE and the PSE. Following the Merger, Greiner Common Stock will cease to be
traded, and there will be no further market for such stock.
10
<PAGE> 19
DIVIDEND POLICY
URS has not paid cash dividends since 1986 and intends to continue to
retain its earnings for investment in its business for the foreseeable future.
Pursuant to the 8-5/8% Indenture, the Unsecured Credit Agreement and the
Secured Credit Agreement, the declaration of dividends, except stock dividends
by URS, is restricted.
Greiner commenced paying a cash dividend on its Common Stock in the fourth
quarter of 1988. Annual cash dividends of $.30 and $.28 per share of Greiner
Common Stock were declared and paid in 1995 and 1994, respectively.
11
<PAGE> 20
THE GREINER STOCKHOLDERS' MEETING
PLACE, TIME, AND DATE OF GREINER MEETING
The Annual Meeting of the Stockholders of Greiner (the "Greiner Meeting")
will be held on [______, March __, 1996], at 11:00 a.m., local time, at the
Doubletree Hotel at Park West, 1590 LBJ Freeway, Dallas, Texas 75234.
PURPOSE OF THE GREINER MEETING
Approval of the Merger. At the Greiner Meeting stockholders will be asked
to consider and vote upon a proposal by the Board of Directors of Greiner to
approve the Merger of Acquisition Corp. with and into Greiner, pursuant to
which each of the outstanding shares of Greiner Common Stock will be converted
into the right to receive 0.298 shares of URS Common Stock and $13.50 in cash.
As a result of the Merger, Greiner will become a wholly-owned subsidiary of URS
and holders of Greiner Common Stock will become stockholders of URS.
THE BOARD OF DIRECTORS OF GREINER RECOMMENDS A VOTE BY THE GREINER
STOCKHOLDERS FOR APPROVAL OF THE MERGER.
Election of Directors. The Greiner Meeting will also include the annual
election of directors to serve if the Merger does not close or is delayed for
any reason. Pursuant to the authority granted in Greiner's Restated Articles
of Incorporation and Bylaws, the Board has determined that five directors be
elected at the Greiner Meeting to serve until the next annual meeting and until
their successors are elected and have nominated for election as directors the
persons identified at "Annual Election of Greiner Board of Directors - Nominees
for the Greiner Board of Directors." If, by reason of death or other
unexpected occurrence, any one or more of the nominees should for any reason
become unavailable for election, the persons named as proxies in the
accompanying form of proxy may vote for the election of such substitute
nominees, and for such term or terms, as the Board of Directors may propose.
All of the nominees were elected to the Board of Directors at the last Annual
Meeting, except for Robert L. Costello, who was elected by action of the Board
in July 1995.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE FOR THE
BOARD OF DIRECTORS.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the outstanding shares
of Greiner Common Stock entitled to vote thereon is required for the approval
of the Merger. The favorable vote of the holders of a majority of the
outstanding Greiner Common Stock present at the Greiner Meeting in person or by
proxy is required for election of each director. Participants in the Greiner
Performance Plan will be asked to direct the Trustees as to how to vote the
Greiner Common Stock allocated to their accounts. Shares as to which no
direction is received will be voted in accordance with the recommendation of an
adviser retained by the Trustees. The executive officers and directors of
Greiner own or have the power to vote 14.10% of the 4,704,642 issued and
outstanding shares entitled to vote on the Merger.
Abstentions and broker nonvotes will be counted for purposes of determining
the presence or absence of a quorum for the transaction of business at the
meeting. Abstentions are counted to determine the total number of votes cast
and will be counted as a vote against the election of directors, but will not
count as votes for or against approval of the Merger. Broker nonvotes are not
counted as votes cast for purposes of determining whether a proposal has been
approved and will have no effect on the outcome of the election of directors.
Because a majority vote of all issued and outstanding shares of Greiner Common
Stock is required to approve the Merger, a broker nonvote will have the same
effect as a vote against approval of the Merger.
As of the date of this Proxy Statement / Prospectus, 4,704,642 shares of
Greiner Common Stock and vested options to purchase 183,735 shares of Greiner
Common Stock were outstanding. In the Merger Agreement, Greiner has agreed not
to issue any additional shares of Greiner Common Stock or other ownership
interests in Greiner prior to the Effective Date, other than pursuant to the
exercise of vested stock options.
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Each holder of Greiner Common Stock will be entitled to one vote, in person
or by proxy, for each share standing in his or her name on the books of Greiner
on the Record Date on any matter submitted to a vote of the Greiner
stockholders.
REVOCABILITY OF PROXIES
A Proxy for use at the Greiner Meeting is enclosed with the definitive
Proxy Statement/Prospectus mailed to Greiner stockholders. A Greiner
stockholder executing and returning a proxy may revoke it at any time before
the vote is taken by filing with the Secretary of Greiner a written revocation
of the Proxy or a duly executed Proxy bearing a later date than the Proxy being
revoked, or such stockholder may revoke the Proxy in person at the Greiner
Meeting, at any time before the vote is taken, by electing to vote at such
meeting. All shares represented by a properly executed Proxy, unless such
Proxy previously has been revoked, will be voted in accordance with the
directions on such Proxy. IF NO DIRECTIONS ARE GIVEN TO THE CONTRARY ON SUCH
PROXY, THE SHARES REPRESENTED BY SUCH PROXY WILL BE VOTED FOR THE MERGER AND
FOR EACH NOMINEE FOR THE GREINER BOARD OF DIRECTORS. It is anticipated that no
matters will be presented at the Greiner Meeting other than as set forth in the
notice of the Greiner Meeting.
COST OF SOLICITING PROXIES
The expense of preparing, printing and mailing this Proxy Statement /
Prospectus and the material used in this solicitation of Proxies from Greiner
stockholders will be borne by Greiner. It is contemplated that Greiner Proxies
will be solicited through the mail, but officers, directors and employees of
Greiner may solicit Proxies personally for the Greiner Meeting. Greiner has
retained D. F. King, Inc. to assist in the solicitation of proxies and has
agreed to pay D. F. King, Inc. $5,000, plus out of pocket expenses, for such
services. Greiner has agreed that under certain circumstances it will be
liable for URS's transaction costs if the Merger is not consummated due to
Greiner's breach of the Merger Agreement. See "The Merger - The Merger
Agreement."
RECORD DATE
The close of business on [February ___], 1996 has been fixed as the record
date ("Record Date") for the purpose of determining the Greiner stockholders
entitled to notice of and to vote at the Greiner Meeting.
DISSENTERS' RIGHTS
Under Nevada law, holders of Greiner Common Stock will not have the right
to seek a judicial appraisal of the fair value of their shares of Greiner
Common Stock in connection with the proposed Merger. See "The Merger - Rights
of Dissenting Stockholders."
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RISK FACTORS
The following risk factors should be considered carefully by the
stockholders of Greiner in evaluating the Merger. These risk factors should be
considered in conjunction with the other information included in this Proxy
Statement / Prospectus.
GREINER'S REPORTED LOSSES DURING 1995
Greiner's 1995 consolidated financial statements reflect significant pre-tax
charges related to the following items. First, Greiner incurred substantial
operating losses in 1995 from its California residential land development
operations. In 1995, Greiner management decided to discontinue these operations
and recorded restructuring charges of $1,700,000 ($1,100,000 in the third
quarter and $600,000 in the fourth quarter) in addition to operating losses of
approximately $1,900,000 ($400,000 through the third quarter and $1,500,000 in
the fourth quarter) during 1995. Second, during 1995, Greiner recorded a
one-time write-off of goodwill of $1,500,000 associated with the discontinued
California residential land development operations. Third, Greiner recorded
$500,000 in restructuring charges during 1995 in connection with the downsizing
of its Hong Kong operations resulting from Greiner's shift of its center of
operations in Asia from Hong Kong to Malaysia. Fourth, in 1995, Greiner took a
non-cash write down of $2,300,000 on its investment in NTA, a limited
partnership in which Greiner holds a 50% limited partnership interest. While
there is no assurance of the future financial performance of Greiner, management
believes that the majority of losses experienced during 1995 result primarily
from non-recurring situations and such losses will not have a significant impact
on an ongoing basis; however, Greiner's reported losses may negatively impact
the value of URS Common Stock after the Merger.
LEGAL PROCEEDINGS/LIABILITY INSURANCE COVERAGE
Certain subsidiaries of each of Greiner and URS have been named as
defendants in legal proceedings wherein substantial damages are claimed. Such
proceedings are not uncommon in their businesses and usually involve claims
against multiple defendants who were involved in the project which is the
subject of the proceeding. Historically, each company has been successful in
defending such actions or has settled them within insured limits. In the
opinion of management of each company, based upon their present knowledge, the
ultimate liability, if any, in these proceedings is not expected to exceed
amounts previously provided for in the consolidated financial statements.
Because of the nature of the professional services provided and the size and
nature of many of the projects upon which such services are performed, the
potential for claims in excess of insurance limits always exists. Should that
occur, and if the resulting liability is material, then the operations and
financial condition of URS and Greiner after the Merger would be adversely
affected. It is also possible that a large number of claims in any given year
could cause the total amount paid with respect to the deductible amounts
relating to such claims to be material, in which event Greiner's and URS's
operations and financial condition could be adversely affected.
Greiner. In 1995, Greiner was notified by the staff (the "Staff") of the
Central Regional Office of the Securities and Exchange Commission (the "SEC")
that it planned to recommend that a subsidiary of Greiner be named as a
respondent in an administrative action relating to the issuance of certain
revenue bonds used to finance the construction of the new Denver International
Airport. Greiner was a member of a joint venture formed for the sole purpose
of acting as the program management consultant for the City and County of
Denver on the new Denver International Airport project. The joint venture was
dissolved at the completion of the project. The Staff recommendation relates
to certain information about the airport project provided by Greiner to the
City and County of Denver in connection with the related bond offerings.
Greiner has disputed the Staff's recommendations. Management does not
anticipate that the resolution of this matter will have a material effect on
Greiner's operations or financial condition.
Greiner presently carries professional liability insurance against claims
resulting from its alleged negligent performance of professional services, with
an aggregate limit of $30,000,000 per year in excess of an aggregate $1,000,000
annual self-insured retention and a deductible of $250,000 per occurrence.
This insurance, consistent with industry practice, is on a "claims made" basis,
which means coverage must be in place when a claim is made. In addition, such
insurance is subject to standard exclusions, including exclusions for claims
arising out of actual, alleged or threatened discharge, dispersal, seepage,
migration, release or escape of pollutants and the performance of or failure to
perform professional services rendered in the abatement, replacement or removal
of any product,
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material or process containing asbestos. The continued availability and cost
of professional liability insurance will depend upon market conditions, the
claims record of Greiner and the claims experience of the insurers providing
such coverage.
URS. URS has $31,000,000 per occurrence and aggregate commercial general
liability insurance coverage. URS is also insured for professional errors and
omissions ("E&O"), environmental impairment liability ("EIL") and contractor
pollution liability ("CPL") claims with an aggregate limit of $25,000,000 after
a self-insured per-claim deductible of $500,000. The E&O, EIL and CPL
coverages are on a "claims made" basis, covering only claims actually made
during the policy period currently in effect. Thus, if URS does not continue
to maintain this policy, it will have no coverage under the policy for claims
made after its termination date even if the occurrence was during the term of
coverage. It is URS management's intent to maintain this type of coverage for
its and Greiner's businesses after the Merger, but there can be no assurance
that URS can maintain its insurance coverage or that claims will not exceed the
amount of insurance coverage.
DEPENDENCE UPON GOVERNMENT PROGRAMS AND CONTRACTS
Both Greiner and URS derive more than 80% of their revenues from local,
state and Federal government agencies. The demand for engineering services is
directly related to the level of funding of government programs that are
created in response to public concern with rebuilding and expanding the
nation's infrastructure and addressing various environmental problems. The
success and further development of URS and Greiner is dependent, in significant
part, upon the continued existence and funding of such programs and upon URS
and Greiner's ability to participate in such programs. There can be no
assurance that public pressure for such programs will continue, that
governments will have the available resources to fund such programs (especially
in light of the budget constraints currently existing at all levels of
government), that such programs will continue to be funded even if governments
have available financial resources, or that URS and Greiner will continue to be
awarded contracts under such programs. In addition, contracts with government
agencies are subject to termination for convenience of the agency and contracts
with government agencies that have adopted Federal Acquisition Regulations, to
which both URS and Greiner are a party, are subject to audit of actual costs
incurred and provide for upward or downward adjustment of payments if audited
costs differ from billed costs.
PRICING RISKS
A substantial amount of Greiner's and URS's services are billed on either a
"cost-plus" or a "fixed-price" basis. Under cost-plus contracts, the rates for
direct and indirect costs are negotiated and fixed before work commences.
Under fixed-price contracts, the entire contract price is often fixed before
work commences. Frequently, proposals are submitted on extremely complex
projects that will be performed over the course of several years, making the
accurate forecasting of costs very difficult. In the recent past, URS and
Greiner have experienced low profit margins or losses on a portion of both of
their cost-plus and fixed-price contracts because overhead and general and
administrative costs exceeded government limits and could not be fully
recovered or the scope of work could not be completed within the original
budget and a supplemental work order could not be obtained.
ATTRACTION AND RETENTION OF QUALIFIED PROFESSIONALS
The ability to retain and expand the staff of qualified technical
professionals will be an important factor in determining the future success of
URS and Greiner. There is from time to time a shortage of qualified technical
professionals in various fields. The market for engineering and environmental
professionals is competitive and there can be no assurance that URS and Greiner
will continue to be successful in their efforts to attract and retain such
professionals. In addition, both companies rely heavily upon the experience
and ability of their senior management staff and the loss of a significant
portion of such individuals could have a material adverse effect.
CONTROL OF URS BY PRINCIPAL STOCKHOLDERS
Richard C. Blum is a director of URS and the majority stockholder of
Richard C. Blum & Associates, Inc., a California corporation ("RCBA, Inc.").
RCBA, Inc. is the sole general partner of Richard C. Blum & Associates, L.P., a
California limited partnership ("RCBA, L.P."), which, in turn, is the sole
general partner of BK Capital Partners, a California limited partnership
("BK"), BK Capital Partners II, a California limited partnership ("BK II"),
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and BK Capital Partners III, a California limited partnership ("BK III").
RCBA, L.P. is an investment adviser to The Common Fund, an investment fund.
BK, BK II, BK III and The Common Fund collectively hold 2,472,693 shares
(assuming the exercise of certain warrants), or approximately 34 percent, of
the URS Common Stock outstanding prior to the effectiveness of the Merger and
approximately 28 percent of the URS Common Stock which would be outstanding
after the effectiveness of the Merger. RCBA, L.P. exercises voting and
investment discretion as to all such shares.
IMPACT OF MERGER FINANCING
To finance the Merger, and to provide for working capital needs, URS has
obtained a secured credit facility consisting of $50 million in term loans
maturing in 2002 and 2003 and a $20 million revolving line of credit. As a
result, following the Merger, URS will be a more highly leveraged company with
substantial future debt service requirements. To meet these debt service
requirements, URS and Greiner must generate sufficient cash flow from
operations or other sources. There is no assurance that the future operations
of URS and Greiner will provide sufficient funds to meet these debt service
needs and other operational requirements of URS and Greiner necessary for
continued success.
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THE MERGER
This section of the Proxy Statement / Prospectus contains information
furnished by the Board of Directors of URS and by the Board of Directors of
Greiner in connection with the Greiner Meeting for the purpose of obtaining
stockholder approval of the Merger.
A copy of the Merger Agreement is attached as Appendix B and incorporated
herein by reference. The Merger Agreement contains certain representations and
covenants of URS, Acquisition Corp. and Greiner, certain conditions to the
consummation of the Merger, and other terms and provisions respecting the
Merger and related transactions. Capitalized terms which are used but not
defined in this section shall have the meanings assigned in the Merger
Agreement.
SUMMARIES OF CERTAIN PROVISIONS OF THE MERGER AGREEMENT SET FORTH HEREIN DO
NOT PURPORT TO BE COMPLETE AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO
THE PROVISIONS OF THE MERGER AGREEMENT. ALL GREINER STOCKHOLDERS ARE URGED TO
READ THE MERGER AGREEMENT IN ITS ENTIRETY.
GENERAL
The Merger Agreement provides for the merger of Acquisition Corp. into
Greiner, with Greiner as the surviving corporation. Upon consummation of the
Merger, each outstanding share of Greiner Common Stock will be converted into
the right to receive (i) 0.298 shares of URS Common Stock, and (ii) $13.50 in
cash, with additional cash to be paid in lieu of fractional shares. If the
Merger is completed, Greiner stockholders will no longer hold any interest in
Greiner other than indirectly through their interest in the shares of URS
Common Stock. Each outstanding share of URS Common Stock will remain
outstanding and unchanged following the Merger. Holders of Greiner Common
Stock will receive an aggregate of approximately 1,400,000 shares of URS Common
Stock upon consummation of the Merger and will hold in the aggregate
approximately 16% of the URS Common Stock outstanding immediately after
consummation of the Merger.
All Greiner Options outstanding at the Effective Time of the Merger will be
cancelled; provided, however, that the holders of Greiner Options will be
entitled to receive a cash payment equal to the excess, if any, of the value of
the per share Merger Consideration, based on the closing price per share of URS
Common Stock as quoted in The Wall Street Journal on the trading day
immediately preceding the Closing Date, over the exercise price of the option.
See "The Merger - Merger Consideration."
EFFECTIVE TIME OF THE MERGER
The Merger will become effective (the "Effective Time of the Merger") upon
the filing of articles of merger or other appropriate documents (in any such
case, the "Merger Documents") with the Nevada Secretary of State. The Merger
Agreement provides that the parties will cause the Merger Documents to be filed
as soon as practicable after the Closing Date, which will be the first date
after approval of the Merger by the Greiner stockholders on which all
conditions to the parties' obligations to close the Merger have been satisfied
or waived. The parties have agreed to use their best efforts to do all things
necessary to permit the closing of the Merger, but there can be no assurance as
to whether or when the Merger will become effective. The Merger Agreement may
be terminated by either URS or Greiner if the Merger has not become effective
on or before September 30, 1996 (unless the failure to consummate the Merger by
such date is due to the action or failure to act of the party seeking to
terminate the Merger Agreement in breach of such party's obligations
thereunder).
MERGER CONSIDERATION
Conversion of Greiner Common Stock. At the Effective Time of the Merger,
Acquisition Corp. will merge with and into Greiner, with Greiner as the
surviving corporation. The Articles of Incorporation and Bylaws of Greiner as
in effect immediately prior to the Effective Time of the Merger will be the
Articles of Incorporation and Bylaws of the surviving corporation until further
amended as provided therein and in accordance with law. At the Effective Time
of the Merger, each outstanding share of Greiner Common Stock will be converted
into the right to receive (i) 0.298 shares of URS Common Stock and (ii) $13.50
in cash, with additional cash to be paid in lieu of
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fractional shares. At the Effective Time of the Merger, Greiner stockholders
will no longer hold any interest in Greiner other than indirectly through their
interest in the shares of URS Common Stock. Each outstanding share of URS
Common Stock will remain outstanding and unchanged following the Merger.
Holders of Greiner Common Stock will receive an aggregate of approximately
1,400,000 shares of URS Common Stock upon consummation of the Merger and will
hold in the aggregate approximately 16% of the URS Common Stock outstanding
immediately after consummation of the Merger, based on the number of shares of
URS Common Stock outstanding at January 23, 1996. Each share of Acquisition
Corp. common stock outstanding immediately prior to the Effective Time of the
Merger will be converted into one share of a newly-created class of $1.00 par
value common stock of Greiner (the surviving corporation), and Greiner will
become a wholly-owned subsidiary of URS.
Greiner Stock Options. All Greiner Options outstanding at the Effective
Time of the Merger will be cancelled; provided, however, that the holders of
Greiner Options will be entitled to receive a cash payment in an amount per
share of Greiner Common Stock subject to his or her Greiner Option equal to the
excess, if any, of the value of the per share Merger Consideration, based on
the closing price per share of URS Common Stock as quoted in The Wall Street
Journal on the trading day immediately preceding the Closing Date, over the
exercise price per share with respect to the option. In addition, instead of
receiving the cash payment described above, each holder of a Greiner Option has
the right to exercise the option and purchase Greiner Common Stock, in which
case each share of Greiner Common Stock received pursuant to the option will be
exchanged pursuant to the Merger for the Merger Consideration.
Greiner Performance Plan and Stock Ownership Plan. At the Effective Time
of the Merger, The Performance Plan and Stock Ownership Plan of Greiner (the
"Greiner Performance Plan") will be amended to cease to be an employee stock
ownership plan ("ESOP") within the meaning of Section 4975(e)(7) of the Code,
but will be continued as a profit sharing plan, subject to the terms of the
Greiner Performance Plan document regarding amendment and/or termination. Cash
proceeds received by the Greiner Performance Plan in connection with the Merger
will not be reinvested in URS Common Stock or Greiner Common Stock, but will be
reinvested in the various investment options available under the non-ESOP
portion of the Greiner Performance Plan, as directed by plan participants, and
employer stock will no longer be one of the investment options offered under
the Greiner Performance Plan. URS Common Stock received by Greiner Performance
Plan accounts in connection with the Merger will continue to be held by the
Greiner Performance Plan, subject to the investment discretion of the Greiner
Performance Plan's Trustees, but no additional investments in URS Common Stock
will be permitted, and plan participants will not have investment discretion
with respect to the URS Common Stock so held. In addition, in the event that
as of the Effective Time of the Merger the aggregate value of the unvested ESOP
portion of the Greiner Performance Plan accounts is less than $1,000,000
(valuing such unvested shares of Greiner Common Stock at an amount equal to the
closing price of the Greiner Common Stock as reported on the NYSE on the
trading day immediately preceding the Closing Date, as quoted in The Wall
Street Journal), plan participants will be fully vested in their ESOP accounts
as of the Effective Time of the Merger.
CONVERSION AND EXCHANGE OF GREINER COMMON STOCK CERTIFICATES
As soon as practicable after the Effective Time of the Merger, First
Interstate Bank, the Exchange Agent (the "Exchange Agent"), will send a notice
and transmittal form to each holder of Greiner Common Stock of record at the
Effective Time of the Merger advising such holder of the effectiveness of the
Merger and the procedure for surrendering to the Exchange Agent their
certificates formerly evidencing Greiner Common Stock. GREINER STOCKHOLDERS
SHOULD NOT SEND THEIR STOCK CERTIFICATES TO THE EXCHANGE AGENT OR GREINER UNTIL
THEY RECEIVE THE LETTER OF TRANSMITTAL FORM AND INSTRUCTIONS FROM THE EXCHANGE
AGENT.
Upon the surrender to the Exchange Agent of one or more certificates
formerly evidencing Greiner Common Stock, together with a properly completed
and signed letter of transmittal, there will be issued and mailed to the holder
thereof a new certificate or certificates representing the number of whole
shares of URS Common Stock to which such holder is entitled under the Merger
Agreement, a check for the amount of cash payable for each share of Greiner
Common Stock, and, where applicable, a check for the amount of cash payable in
lieu of a fractional share of URS Common Stock. A certificate representing URS
Common Stock or a check in lieu of a fractional share will be issued in a name
other than the name in which the surrendered Greiner Common Stock certificate
was registered only if (i) the Greiner Common Stock certificate surrendered is
properly endorsed or accompanied by appropriate stock powers and is otherwise
in proper form for transfer, and (ii) the person requesting
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the issuance of such stock certificate or check either pays to the Exchange
Agent any transfer or other taxes required or establishes to the satisfaction
of the Exchange Agent that such tax has been paid or is not applicable.
BACKGROUND OF THE MERGER
From time to time beginning in March of 1993, URS and Greiner management
have held informal discussions about the possibility of a transaction between
the two companies. Until November of 1995, these informal discussions did not
result in any agreement regarding a transaction between the parties.
In early November of 1995, senior management of URS met with its financial
advisors regarding the advisability of developing an offer to acquire Greiner.
On November 20, 1995, a special meeting of the URS Board of Directors was held
to discuss the possibility of authorizing URS management to present an
acquisition proposal to Greiner management. The URS Board of Directors
authorized URS management to proceed with the presentation of an acquisition
proposal to Greiner management. The Board of Directors also authorized URS
management to contact Wells Fargo Bank, National Association ("Wells Fargo") to
initiate discussions about providing financing for the transaction.
On November 30, 1995, Martin Koffel, the Chief Executive Officer, President
and Chairman of URS, met with Robert Costello, the Chief Executive Officer of
Greiner. Mr. Koffel presented an outline to Mr. Costello describing proposed
terms by which URS would offer to acquire Greiner. On December 1, 1995, Mr.
Costello and Messrs. William Bowen and Russell Cleveland, both directors of
Greiner, placed a call to Mr. Koffel to discuss the proposed terms of the
offer. After discussion, a revised proposal was sent to Mr. Costello.
On December 2, 1995, a proposed letter of intent and draft joint press
release with respect to the proposed transaction were prepared and reviewed by
URS and its advisors, and then transmitted to Greiner. Further discussions
regarding these documents and the terms of the transaction continued throughout
the day between URS and its advisors and Greiner.
On December 3, 1995, a letter of intent was signed and the wording of a
joint press release was prepared. The joint press release was issued prior to
the opening of trading on the NYSE on December 4, 1995.
On January 9, 1996, the Merger Agreement was approved by the Boards of
Directors of Greiner, URS and Acquisition Corp. The Merger Agreement was
executed by all parties thereto on January 10, 1996. In addition, on January
10, 1996, URS entered into a $70 million secured credit facility with Wells
Fargo, which consists of $50 million in term loans maturing in 2002 and 2003,
and a $20 million revolving line of credit. See "The Merger - Financing of the
Merger."
GREINER FINANCIAL ADVISOR
Greiner has engaged Houlihan Lokey to render an opinion to the Greiner
Board of Directors as to the fairness of the terms of the Merger to the Greiner
public stockholders, from a financial point of view. Houlihan Lokey is a
diversified financial advisory and specialty investment banking firm with
offices in Los Angeles, New York, Chicago, San Francisco, Minneapolis,
Washington, D.C., Dallas and Toronto. Houlihan Lokey offers business and
securities valuations, fairness and solvency opinions, financial restructuring
advice, dispute analysis and liquidation support, merchant banking services and
investment banking services, including merger and acquisition representation
and private placement of capital.
On January 10, 1996, Houlihan Lokey delivered to the Greiner Board of
Directors its written opinion dated January 10, 1996 (the "Houlihan Lokey
Opinion") that, based upon and subject to the matters set forth in the opinion,
the consideration to be received by the public stockholders of Greiner in
connection with the Merger is fair them from a financial point of view.
The summary of the Houlihan Lokey Opinion set forth in this Proxy Statement
/ Prospectus is qualified in its entirety by reference to the full text of such
opinion. The form of the Houlihan Lokey Opinion is attached hereto as Appendix
A. HOLDERS OF GREINER COMMON STOCK ARE URGED TO READ THE HOULIHAN LOKEY
OPINION IN ITS ENTIRETY FOR FURTHER INFORMATION AS TO THE ASSUMPTIONS MADE,
MATTERS CONSIDERED AND OTHER ASPECTS OF THE REVIEW BY HOULIHAN LOKEY.
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Houlihan Lokey did not, and was not requested by the Greiner Board of
Directors to, make any recommendations as to the form or amount of
consideration to be paid to the Greiner stockholders in the Merger, which
issues were resolved in arm's length negotiations between Greiner and URS.
Houlihan Lokey did not participate in these negotiations. Furthermore,
Houlihan Lokey was not requested to, and did not, solicit third party
indications of interest in acquiring all or any part of Greiner.
In advising Greiner, Houlihan Lokey reviewed and analyzed: (1) the Merger
Agreement; (2) financial and operating information with respect to the
business, operations and prospects of Greiner furnished to it by Greiner; (3)
such publicly available information concerning URS which it deemed to be
relevant to its inquiry, including a recent trading history of URS's Common
Stock; (4) a comparison of the historical financial results and present
financial condition of Greiner with those of other companies which it deemed
relevant; and (5) a comparison of the financial terms of the Merger with the
terms of certain other recent transactions which it deemed relevant.
In addition, Houlihan Lokey had discussions with certain members of the
senior management of Greiner and URS to discuss the business, operations,
assets, financial conditions and prospects and the potential strategic benefit
to Greiner from a consolidation of the business of Greiner with URS.
In connection with its review, Houlihan Lokey assumed and relied upon the
accuracy and completeness of the financial and other information used by it in
advising Greiner without independent verification and further relied upon the
assurances of management of Greiner that they were not aware of any facts that
would make such information inaccurate or misleading.
Greiner decided to retain Houlihan Lokey based on its experience as a
financial advisor in mergers and acquisitions in the engineering industry. For
Houlihan Lokey's services as financial advisor to Greiner in connection with
the Merger, Greiner has agreed to pay Houlihan Lokey a fee of approximately
$100,000, plus out of pocket expenses. Greiner also has agreed to indemnify
Houlihan Lokey against certain liabilities under the Federal securities laws
relating to or arising out of services performed by Houlihan Lokey as financial
advisor to Greiner.
Houlihan Lokey has had two prior formal engagements with Greiner, and has
provided consulting services on one other occasion. Specifically, Houlihan
Lokey was engaged by Greiner (on behalf of its Employee Stock Ownership Plan)
in August of 1986 in connection with the Greiner ESOP's purchase of Greiner
Common Stock. In March 1993, Houlihan Lokey provided Greiner with preliminary
consulting services (not under a formal retention agreement), consisting of a
meeting at Greiner's headquarters, regarding a potential merger with another
company. Houlihan Lokey was next retained by Greiner in July 1995 to provide
Greiner with a preliminary analysis of the fair market value of a firm which
Greiner was considering acquiring at that time. Aggregate fees paid to Houlihan
Lokey for these engagements did not exceed $50,000.
REASONS FOR THE MERGER; RECOMMENDATION OF THE BOARD OF DIRECTORS OF GREINER
The Greiner Board of Directors believes that the combination of URS and
Greiner will benefit Greiner's stockholders by providing a cash payment
substantially in excess of recent trading prices for Greiner Common Stock and a
continuing interest in a larger company. The reasons for the Greiner Board
authorizing the Merger include, but are not limited to, the following:
1. The significant premium that URS is paying to Greiner stockholders, as
substantiated by the Houlihan Lokey Opinion. In evaluating the offer,
the Board also considered Greiner's stock performance in recent years
and the stock prices of other publicly traded engineering companies.
2. Consolidation that is occurring within the industry with other public
and private companies. The increased size of the combined
organization after the Merger has been consummated will help URS and
Greiner maintain a competitive advantage in the marketplace and pursue
larger, more comprehensive projects and client relationships. The
combined revenue of the two companies will place URS and Greiner in
the top echelon of their industry.
3. The Merger helps both URS and Greiner achieve strategic objectives
previously established independently by the two companies. These
objectives include: increased revenues, broader geographic coverage
both
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domestically and internationally and expansion into markets that the
companies on their own would find difficult to accomplish without the
Merger.
4. The combination will result in administrative efficiencies and cost
savings by eliminating certain overlapping expenses.
The Greiner Board of Directors considered the above factors in light of its
knowledge of the business, the industry in general and information provided by
Greiner management and its financial advisor, Houlihan Lokey. In view of the
number and complexity of factors considered, the Greiner Board did not assign a
relative weight to any of the factors considered.
THE GREINER BOARD OF DIRECTORS BELIEVES THAT THE MERGER IS FAIR TO AND IN
THE BEST INTERESTS OF GREINER AND ITS STOCKHOLDERS. ACCORDINGLY, THE BOARD OF
DIRECTORS OF GREINER HAS APPROVED THE MERGER AGREEMENT AND RECOMMENDS THAT THE
HOLDERS OF GREINER COMMON STOCK VOTE FOR THE APPROVAL OF THE MERGER.
DIRECTORS AND EXECUTIVE OFFICERS AFTER THE MERGER
After the Effective Time of the Merger, the URS Board of Directors and URS
executive officers will be the same as the current URS Board of Directors and
URS executive officers, except that Mr. Robert L. Costello will become a
director of URS. See "URS Management - Executive Officers of URS - Directors
of URS."
REGISTRATION AND LISTING
The URS Common Stock to be issued in the Merger will be registered under
the Securities Act of 1933 (the "1933 Act"). URS has agreed to prepare and
file with the SEC the Registration Statement and any other documents required
by the 1933 Act in connection with the Merger. URS has also agreed to take any
action required to be taken under any applicable state securities or "blue sky"
laws in connection with the issuance of the URS Common Stock in connection with
the Merger.
URS has agreed to file a listing application with each of the NYSE and the
PSE covering the shares of URS Common Stock which are issuable upon
consummation of the Merger. URS has agreed to use its best efforts to obtain,
prior to the Effective Time of the Merger, approval for the listing of such URS
Common Stock, subject to official notice of issuance.
THE MERGER AGREEMENT
THE FOLLOWING IS INTENDED MERELY AS A SUMMARY OF CERTAIN TERMS AND
PROVISIONS OF THE MERGER AGREEMENT. REFERENCE IS MADE TO THE MERGER AGREEMENT
ATTACHED AS APPENDIX B FOR A COMPLETE STATEMENT OF SUCH TERMS AND PROVISIONS.
Covenants. The Merger Agreement provides that from the date of the Merger
Agreement until the earlier of the Effective Time of the Merger or the
termination of the Merger Agreement, Greiner, URS and Acquisition Corp. will
perform the following pre-closing covenants:
Pre-Closing Covenants of All Parties.
1. Advice of Changes. Each party has agreed to promptly
advise the other parties of any event occurring subsequent to the date of
the Merger Agreement that would render any representation or warranty of
such party contained in the Merger Agreement untrue or inaccurate in any
material respect.
2. Regulatory Approvals. Each party has agreed to execute
and file, or join in the execution and filing, of any application or other
document that may be necessary in order to obtain the authorization,
approval or consent of any governmental body, Federal, state or local or
foreign, which may be reasonably required, or which the other party may
reasonably request, in connection with the consummation of the transactions
contemplated by the Merger Agreement. Each party has agreed to use its
best efforts to obtain all such authorizations, approvals and consents.
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3. Confidentiality. Each party has agreed to hold in
confidence all nonpublic information until such time as such information is
otherwise publicly available, and, if the Merger Agreement is terminated,
each party has agreed to deliver to the other all documents, work papers
and other materials (including copies) obtained by such party or on its
behalf from the other party as a result of the Merger Agreement or in
connection therewith. Each party has agreed to continue to abide by the
terms of existing confidentiality agreements.
4. Best Efforts. Each party has agreed to use its best
efforts to take or cause to be taken all actions, to do or cause to be
done, and to assist and cooperate with the other parties to the Merger
Agreement in doing, all things necessary, proper or advisable under
applicable laws and regulations, to consummate and make effective the
Merger.
5. Secured Credit Agreement. The parties have agreed to take
all actions as may be reasonably necessary to fulfill the covenants and
conditions set forth in the Secured Credit Agreement (as defined below).
See "The Merger - Financing of Merger."
Pre-Closing Covenants of Greiner.
1. Conduct of Business in Ordinary Course. Greiner and its
subsidiaries have agreed to carry on their respective businesses in the
usual, regular and ordinary course in substantially the same manner as
heretofore conducted, and, to the extent consistent with such businesses,
Greiner and its subsidiaries have agreed to use all reasonable efforts to
preserve intact their present business organizations, keep available the
services of their present officers and employees, and preserve their
relationships with customers, suppliers and others having business dealings
with Greiner and its subsidiaries. In particular, without limitation,
Greiner and its subsidiaries have agreed that neither Greiner nor any of
its subsidiaries shall (except with the prior written consent of URS):
(i) accelerate, amend or change the period of
exercisability of vesting of options granted
under any stock option plans or restricted stock,
stock bonus or other awards, or authorize cash
payments in exchange for any options, restricted
stock, stock bonus or other awards granted under
any of such plans;
(ii) grant any severance or termination pay to any
officer or director or, except in the ordinary
course of business consistent with past
practices, to any employee;
(iii) transfer any intellectual property rights owned
by Greiner;
(iv) commence a lawsuit other than for routine
collection of bills, except in cases where
Greiner in good faith determines that failure to
commence such suit would result in a material
impairment of a valuable aspect of Greiner's
business, or for breach of the Merger Agreement;
or
(v) enter into one or more leases which extend for a
period of two years beyond the date of the Merger
Agreement and which obligate Greiner or its
subsidiary to pay aggregate gross rent in excess
of $500,000.
2. Dividends; Change in Stock. Greiner has agreed that it
will not, and it will not permit any of its subsidiaries to, (i) declare or
pay any dividends on or make other capital distributions in respect to any
of its capital stock, except for intercompany dividends or regular
quarterly cash dividends to holders of Greiner Common Stock in an amount
which shall not exceed $0.075 per share and at times consistent with prior
practice, (ii) split, combine or reclassify any of its capital stock or
issue or authorize or propose the issuance of any other securities in
respect of, in lieu of or in substitution for shares of its capital stock,
or (iii) repurchase, redeem or otherwise acquire, any shares of its capital
stock.
3. Issuances of Securities. Greiner has agreed that it will
not, and it will not permit any of its subsidiaries to, issue, deliver or
sell, or authorize or propose the issuance, delivery or sale of, any shares
of its capital stock or any securities convertible into such shares, or any
rights, warrants, calls, subscriptions
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or options to acquire, any such shares or convertible securities, or any
other ownership interests in such capital stock other than the issuance of
Greiner Common Stock pursuant to the exercise of vested options.
4. Governing Documents. Greiner has agreed that it will not,
and it will not cause or permit any of its subsidiaries to, amend its
Restated Articles of Incorporation or Bylaws.
5. No Acquisitions. Greiner has agreed that it will not, and
it will not permit any of its subsidiaries to, acquire, or agree to acquire
by merging or consolidating with, or by purchasing a substantial equity
interest in all or any substantial portion of the assets of, or by any
other manner, any business or any corporation, partnership, association or
other business organization or division thereof.
6. No Dispositions. Greiner has agreed that other than sales
or licenses of products or technology in the ordinary course of business
consistent with prior practice, Greiner will not, and it will not permit
any of its subsidiaries to, sell, lease, license, encumber or otherwise
dispose of, any of its assets, except for such dispositions in the ordinary
course of business or in amounts which are not material, in the aggregate,
to the business of Greiner.
7. Indebtedness. Greiner has agreed that it will not, and
will not permit any of its subsidiaries to, incur any indebtedness for
borrowed money or guarantee any such indebtedness or sell any debt
securities or warrants or rights to acquire any debt securities of Greiner
or any of its subsidiaries or guarantee any debt securities of others,
except in the ordinary course of business consistent with past practices.
8. Plans; Compensation. Greiner has agreed that it will not,
and it will not permit any of its subsidiaries to, adopt or amend in any
material respect any employee benefit plans (a "Greiner Plan" as defined in
the Merger Agreement) or pay any pension or retirement allowance not
required by any existing Greiner Plan. Greiner will not, and will not
permit any Greiner subsidiary to, enter into any employment contracts, pay
any special bonuses or special remuneration to officers, directors or
employees, or increase the salaries, wage rates or fringe benefits of (i)
any of its officers or employees whose compensation exceeded $150,000
during the fiscal year ending December 31, 1995, or (ii) any of its other
officers and employees other than pursuant to scheduled reviews under
Greiner's or the Greiner subsidiary's normal compensation review cycle, in
all cases consistent with existing policies and past practice.
9. Tax Matters. Greiner has agreed that it will not make any
tax election that would have a Greiner Material Adverse Effect (as defined
in the Merger Agreement) or settle or compromise any income tax liability
of Greiner or any of its subsidiaries that would have a Greiner Material
Adverse Effect.
10. Discharge of Liabilities. Greiner has agreed that it will
not, and it will not permit any of its subsidiaries to, pay, discharge,
settle or satisfy any claims, liabilities or obligations, except in the
ordinary course of business or in amounts which are not material,
individually or in the aggregate, to the business of Greiner.
11. Material Agreements. Greiner has agreed that except in
the ordinary course of business, neither Greiner nor any of its
subsidiaries will modify, amend, or terminate any Material Agreement (as
defined in the Merger Agreement) or waive, release or assign any material
rights or claims under such Material Agreement.
12. Stockholders' Meeting; Proxy Statement. Greiner has
agreed to hold a meeting of its stockholders at the earliest practicable
date to submit the Merger Agreement and related matters for their
consideration and approval, and that approval would be recommended by
Greiner's Board of Directors, subject to their fiduciary duties. Greiner
has agreed to send to its stockholders, for the purpose of considering and
voting upon the Merger, this Proxy Statement/Prospectus, which is required
to satisfy all requirements of applicable state and Federal laws.
13. Acquisition Proposals; Termination Fee. From the date of
the Merger Agreement until the earlier of the termination of the Merger
Agreement or the consummation of the Merger, Greiner has agreed that
Greiner and its subsidiaries will not, and will cause their respective
officers, directors,
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employees, agents and representatives not to, directly or indirectly,
encourage, solicit, accept, initiate or conduct discussions or negotiations
with, provide any information to, or enter into any agreement with, any
corporation, partnership, limited liability company, person or other entity
or group concerning the acquisition of all or a substantial part of the
assets, business or capital stock of Greiner, whether through purchase,
merger, consolidation, exchange or any other business combination. In the
event that Greiner or any of its officers or directors enter into
negotiations or discussions which constitute a breach of the no shop
provisions, the Merger Agreement provides that Greiner will be obligated to
reimburse URS for expenses incurred in connection with the transactions
contemplated by the Merger Agreement and, in certain circumstances, Greiner
will be liable to pay to URS a termination fee of $5,000,000. See "The
Merger Agreement - Acquisition Proposals; Limitation on Negotiations;
Termination Fee."
14. Maintenance of Business. Greiner has agreed to use its
best efforts to carry on and preserve its business and its relationships
with clients, customers, suppliers, employees and others in substantially
the same manner as it has prior to the date of the Merger Agreement.
Greiner has agreed that if Greiner becomes aware of a deterioration in the
relationship with any client, customer, supplier or key employee, it will
promptly bring such information to the attention of URS in writing and, if
requested by URS, will use its best efforts to restore the relationship.
15. Access. Greiner has agreed to afford to URS and to URS's
financial advisors, legal counsel, accountants, financing sources and other
authorized representatives access during normal business hours to all of
its books, records, properties, offices and personnel.
16. Liability Insurance. Greiner has agreed to procure
(subject to the approval of URS) continuing directors' and officers'
liability coverage (tail coverage) for directors and officers of Greiner
who have served as directors and officers of Greiner or its affiliates,
prior to the Effective Time of the Merger, with respect to acts or failures
to act prior to the Effective Time of the Merger. Greiner has also agreed
to procure continuing fiduciary liability coverage (tail coverage) for
employees of Greiner who have served as fiduciaries under any Greiner Plan
prior to the Effective Time of the Merger, with respect to acts or failures
to act prior to the Effective Time of the Merger.
Pre-Closing Covenants of URS.
1. Registration Statement. The URS Common Stock to be
issued in the Merger will be registered under the 1933 Act. URS has agreed
to prepare and file with the SEC the Registration Statement and any other
documents required by the 1933 Act in connection with the Merger. URS has
agreed to use its best efforts to have the Registration Statement declared
effective as promptly as practicable after such filing. URS has also
agreed to take any action required to be taken under any applicable state
securities or "blue sky" laws in connection with the issuance of the URS
Common Stock in the Merger.
2. Listing Agreement. URS has agreed to prepare and submit
to each of the NYSE and the PSE a listing application covering the shares
of the URS Common Stock to be issued in connection with the Merger. URS
has agreed to use its best efforts to obtain, prior to the Effective Time
of the Merger, approval for the listing of such URS Common Stock, subject
to official notice of issuance.
THE FOREGOING IS INTENDED MERELY AS A SUMMARY OF CERTAIN COVENANTS OF GREINER,
ACQUISITION CORP. AND URS. REFERENCE IS MADE TO ARTICLE 6 OF THE MERGER
AGREEMENT ATTACHED HERETO AS APPENDIX B FOR A COMPLETE STATEMENT OF THE
COVENANTS OF EACH PARTY.
Conditions Precedent to Consummation of Merger. The Merger will occur only
if the Merger Agreement is approved and adopted by the requisite vote of
Greiner stockholders. In addition, consummation of the Merger is subject to
the satisfaction of certain other conditions, unless waived (to the extent such
waiver is permitted by law). A failure of any such condition to be satisfied,
if not waived, could prevent the consummation of the Merger.
Conditions to Obligations of Greiner. The obligation of Greiner to
consummate the Merger is subject to the satisfaction of the following
conditions, among others:
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1. Representations and Warranties True at Closing. The
representations and warranties of URS and Acquisition Corp. contained in
the Merger Agreement are true in all material respects at and as of the
Closing Date.
2. Covenants Performed. All of the covenants of URS and
Acquisition Corp. to be performed at or before the Closing Date pursuant to
the terms of the Merger Agreement have been duly performed.
3. Certificate. At the Closing, Greiner has received a
Certificate signed by the President of each of URS and Acquisition Corp. to
the effect that the conditions set forth in items (1) and (2) have been
satisfied.
4. Approval of Stockholders. The Merger has been approved by
a majority of the outstanding shares of Greiner Common Stock.
5. Opinion of Counsel. Greiner has received an opinion of
counsel of Messrs. Sheppard, Mullin, Richter & Hampton, L.L.P., counsel to
URS and Acquisition Corp., dated as of the Effective Time of the Merger, as
to certain matters relating to the organization of URS and Acquisition
Corp. and the authorization and enforceability of the Merger Agreement.
6. Form S-4. The Registration Statement on Form S-4
pertaining to the URS Common Stock to be issued in connection with the
Merger has become effective under the 1933 Act, and is not the subject of
any stop order or proceedings seeking a stop order.
7. Merger Documents. The Merger Documents have been filed
with the Secretary of State of the State of Nevada, as required by law.
8. No Material Adverse Effect. There has been no URS
Material Adverse Effect (as defined in the Merger Agreement) between the
date of the Merger Agreement and the Closing Date.
9. HSR Filing. Any waiting period applicable to the
consummation of the Merger under the Hart-Scott- Rodino Antitrust
Improvements Act (the "HSR Act") has expired or been terminated, and no
action has been instituted by the Department of Justice ("DOJ") or Federal
Trade Commission ("FTC") challenging or seeking to enjoin the consummation
of the transaction contemplated by the Merger Agreement, which action has
not been withdrawn or terminated. The waiting period under the HSR Act was
terminated on January 4, 1996.
Conditions to Obligations of URS and Acquisition Corp. The obligations of
URS and Acquisition Corp. to consummate the Merger are subject to the
satisfaction of the following conditions, among others:
1. Representations and Warranties True at Closing. The
representations and warranties of Greiner contained in the Merger Agreement
are true in all material respects at and as of the Closing Date.
2. Covenants Performed. All of the covenants of Greiner to
be performed at or before the Closing Date pursuant to the terms of the
Merger Agreement have been duly performed.
3. Certificate. At the Closing, URS and Acquisition Corp.
has received a Certificate signed by the President of Greiner to the effect
that the conditions set forth in items (1) and (2) have been satisfied.
4. Approval of Stockholders. The Merger has been approved by
a majority of the outstanding shares of Greiner Common Stock.
5. Opinion of Counsel. URS has received an opinion of
counsel of Messrs. Nossaman, Guthner, Knox & Elliott, counsel to Greiner,
dated as of the Effective Time of the Merger, as to certain
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matters relating to the organization of Greiner and the authorization and
enforceability of the Merger Agreement.
6. Form S-4. The Registration Statement on Form S-4
pertaining to the URS Common Stock to be issued in connection with the
Merger has become effective under the 1933 Act and is not the subject of
any stop order or proceedings seeking a stop order.
7. Merger Documents. The Merger Documents have been filed
with the Secretary of State of the State of Nevada, as required by law.
8. No Material Adverse Effect. There has been no Greiner
Material Adverse Effect (as defined in the Merger Agreement) between the
date of the Merger Agreement and the Closing Date.
9. HSR Filing. Any waiting period applicable to the
consummation of the Merger under the HSR Act has expired or been
terminated, and no action has been instituted by the DOJ or FTC challenging
or seeking to enjoin the consummation of the transaction contemplated by
the Merger Agreement, which action has not been withdrawn or terminated.
The waiting period under the HSR Act was terminated on January 4, 1996.
10. Consents. Other than the filing of the Merger Documents
with the Nevada Secretary of State, the parties have made such filings, and
obtained all consents of Governmental Entities (as defined in the Merger
Agreement), required to consummate the transactions contemplated by the
Merger Agreement.
11. No Litigation. There is not pending any action,
proceeding or other application before any court or Governmental Entity
brought by any Governmental Entity (i) challenging or seeking to restrain
or prohibit the consummation of the transactions contemplated by the Merger
Agreement, or seeking to obtain any material damages, or (ii) seeking to
prohibit or impose any material limitations on URS's ownership or operation
of all or any portion of the combined business of URS and Greiner.
12. Secured Credit Agreement. The conditions set forth in
Sections 4.2, 4.3 and 4.4 of the Secured Credit Agreement have been
satisfied. See "The Merger - Financing of the Merger."
Representations and Warranties. The following is a summary of the
representations and warranties of the parties contained in the Merger
Agreement.
Representations and Warranties of Greiner. In the Merger
Agreement, Greiner has made representations and warranties in favor of URS
and Acquisition Corp. with respect to the following matters: (1)
organization and good standing of Greiner; (2) capitalization of Greiner;
(3) subsidiaries of Greiner; (4) material investments of Greiner; (5)
corporate power and authority of Greiner to enter into the Merger
Agreement; (6) consents and approvals required to consummate the Merger;
(7) accuracy of Greiner SEC filings and financial statements; (8) accuracy
of information supplied by Greiner in connection with the preparation of
this Proxy Statement/Prospectus; (9) absence of material adverse changes in
Greiner's business; (10) absence of undisclosed litigation involving
Greiner; (11) absence of undisclosed liabilities of Greiner; (12) absence
of defaults under Greiner organizational documents, contracts and
agreements, orders, decrees, etc., or registrations, licenses, permits,
etc.; (13) good title to Greiner's properties; (14) Greiner tax filings;
(15) Greiner benefit plans; (16) employee and labor relations matters; (17)
Greiner intellectual property rights; (18) nature and scope of Greiner
insurance policies; (19) compliance by Greiner with applicable laws; (20)
material contracts and agreements of Greiner; (21) no prohibited payments
by Greiner; (22) powers of attorney issued by Greiner; (23) environmental
matters and compliance; (24) regulatory matters; (25) immigration law
compliance; (26) Greiner board approvals; (27) brokers used by Greiner in
connection with the Merger; and (28) accuracy of disclosure by Greiner.
Representations and Warranties of URS. URS has made
representations and warranties in favor of Greiner with respect to the
following matters: (1) organization of URS and Acquisition Corp.; (2)
capitalization of URS and Acquisition Corp.; (3) corporate power and
authority of URS and Acquisition Corp. to enter into the Merger Agreement;
(4) consents and approvals required to consummate the Merger; (5) accuracy
of URS SEC filings and financial statements; (6) accuracy of information
supplied by URS in
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connection with the preparation of this Proxy Statement/Prospectus; (7) URS
and Acquisition Corp. board approvals; (8) brokers used by URS in
connection with the Merger; and (9) accuracy of disclosure by URS.
The representations and warranties of all parties will terminate
at the Effective Time of the Merger.
Termination. The Merger Agreement may be terminated at any time before the
Merger becomes effective in the following circumstances:
1. By mutual agreement of URS and Greiner;
2. By either URS or Greiner if (i) the approval of the Merger
by a majority of the outstanding shares of Greiner Common Stock is not
obtained, (ii) a Governmental Entity shall have issued an order, decree or
ruling or taken any other actions permanently restraining, enjoining or
otherwise prohibiting the Merger, or (iii) the Merger shall not have been
consummated before September 30, 1996 (provided that the terminating party
is not then in material breach of any representation, warranty, covenant or
agreement contained in the Merger Agreement);
3. By URS, if there has been a breach by Greiner of any
representation, warranty, covenant or other agreement in the Merger
Agreement which has a Greiner Material Adverse Effect, and such breach has
not been cured, or Greiner has not commenced reasonable efforts to cure
such breach, within 30 days after written notice of such breach is given by
URS to Greiner;
4. By URS if Greiner shall enter into any discussions,
negotiations or any letter of intent, understanding or other agreement
relating to an Acquisition Proposal (as defined below);
5. By Greiner if there has been a breach by URS or
Acquisition Corp. of any material representation, warranty, covenant or
other agreement, and such breach has not been cured, or URS and Acquisition
Corp. have not commenced reasonable efforts to cure such breach, within 30
days after written notice of such breach is given by Greiner to URS; and
6. By either party, if any of the conditions that must be
satisfied by the other party has not been fulfilled on or prior to the date
specified for fulfillment thereof, or has become impossible to fulfill for
reasons beyond the control of the other party, and such condition has not
been waived.
If the Merger Agreement is terminated by either Greiner or URS for
any of the aforesaid reasons, the Merger Agreement will thereupon become
void and have no effect, and there will be no liability or obligation on
the part of Greiner, URS or Acquisition Corp., or their respective officers
and directors, except that (i) the provisions of Section 6.2.3 of the
Merger Agreement (relating to Acquisition Proposals and the Termination
Fee), and the provisions of any then-existing confidentiality agreements
between the parties, will survive any such termination; and (ii) no party
whose breach of its representations, warranties, covenants or agreements
was the basis of the other party's termination of the Merger Agreement will
be relieved from liability for damages occasioned by such breach; provided,
however, if the breach is the result of negligence, damages may not exceed
the sum of $500,000; but, provided, further, if the breach is the result of
recklessness or willful misconduct, the amount of damages will not be
limited.
Waiver and Amendment. At any time before the Merger becomes effective, any
party to the Merger Agreement may (i) extend the time for the performance of
any of the obligations or other acts of the other parties to the Merger
Agreement, (ii) waive any inaccuracies in the representations and warranties
contained in the Merger Agreement, and (iii) waive compliance with any of the
agreements, covenants or conditions for the benefit of such party contained in
the Merger Agreement. However, the Secured Credit Agreement provides that URS
may not agree to any material amendment to, or waive any of its material rights
under, the Merger Agreement without the prior written consent of the
Administrative Agent (as defined below) for the Lenders under its credit
facility.
The Merger Agreement may be amended by the parties by action taken
by their respective Boards of Directors at any time prior to or after the
approval of the Greiner stockholders, but after the approval of the Greiner
stockholders has been obtained, no amendment may be made which by law requires
the further approval of
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the Greiner stockholders without first obtaining such approval. The Merger
Agreement may not be amended except by a written instrument signed on behalf of
each of the parties.
Acquisition Proposals; Limitation on Negotiations; Termination Fee. The
Merger Agreement provides that Greiner and its subsidiaries will not, and will
cause their respective officers, directors, employees, agents and
representatives not to, directly or indirectly, encourage, solicit, accept,
initiate or conduct discussions or negotiations with, provide any information
to, or enter into any agreement with, any corporation, partnership, limited
liability company, person or other entity or group concerning the acquisition
of all or a substantial part of the assets, business or capital stock of
Greiner, whether through purchase, merger, consolidation, exchange or any other
business combination (each of the foregoing, an "Acquisition Proposal").
Notwithstanding the foregoing, nothing in the Merger Agreement prevents Greiner
and its officers and directors from responding to and considering unsolicited
firm offers for any such transactions from persons other than URS if and to the
extent that, in the written opinion of Greiner's outside counsel, failure to do
so would be reasonably likely to constitute a violation of applicable law or a
breach of the fiduciary duties of Greiner's directors to Greiner's
stockholders. Greiner has agreed to immediately provide written notice to URS
of the terms and other details of any such unsolicited inquiry or proposal
relating to an Acquisition Proposal.
In the event that Greiner or any of its officers or directors enters into
any negotiations or discussions for any reason which shall constitute a breach
of the no-shop provisions of the Merger Agreement as described in the
preceding paragraph, Greiner has agreed to immediately reimburse URS for all
expenses and costs incurred by URS in connection with the transactions
contemplated by the Merger Agreement. In the event that Greiner or any of its
officers or directors enters in to any letter of intent, understanding or other
agreement with a party other than URS relating to the acquisition of all or a
substantial part of the assets, business or capital stock of Greiner, whether
through purchase, merger, consolidation, exchange or any other business
combination, either in violation of the no-shop provisions of the Merger
Agreement or within nine months after termination of the Merger Agreement for
any reason, then immediately upon entering into such letter of intent,
understanding or other agreement, Greiner has agreed to pay to URS a
termination fee (the "Termination Fee") of $5,000,000 dollars; provided,
however, that the Termination Fee will not be payable if, prior to the entry by
Greiner into such letter of intent, understanding or other agreement, URS has
unilaterally declined to close the Merger. The foregoing provisions of the
Merger Agreement may have the effect of discouraging competing offers to
acquire or merge with Greiner.
ACCOUNTING TREATMENT
The Merger will be treated as a "purchase" under generally accepted
accounting principles. The acquisition price will be allocated to the assets
acquired (including identifiable intangible assets) and liabilities. To the
extent any excess exists after the allocation, such excess will be allocated to
goodwill. See "The Merger - Unaudited Pro Forma Combined Condensed Statement
of Operations."
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following discussion is for general information only and is based on
the Federal income tax law now in effect, which is subject to change, possibly
retroactively. This summary does not discuss all aspects of Federal income
taxation which may be important to particular Greiner stockholders in light of
their individual circumstances (e.g., financial institutions, broker-dealers,
insurance companies, tax-exempt organizations and foreign stockholders). In
addition, there may be state or local tax consequences, none of which are
discussed below.
A Greiner stockholder whose Greiner Common Stock is converted into shares
of URS Common Stock and cash pursuant to the Merger generally will recognize
income (or loss) equal to the difference between (i) the amount of cash and the
fair market value (determined as of the Effective Time of the Merger) of the
URS Common Stock received as Merger Consideration and (ii) the Greiner
stockholder's adjusted tax basis in the Greiner Common Stock so converted. The
Merger is not intended to constitute a tax-free "reorganization" within the
meaning of Section 368 of the Code. The characterization of any such income
(or loss) as capital gain (or capital loss) or ordinary income (or ordinary
loss) generally will depend on whether the Greiner Common Stock surrendered in
the exchange is held as a "capital asset" within the meaning of Section 1221 of
the Code. Any capital gain or loss will be a long-term capital gain or loss if
the exchanging Greiner stockholder is treated as holding the Greiner Common
Stock surrendered in the exchange for more than one year. The maximum Federal
tax rate applicable to long-term capital gains of an individual taxpayer is
28%. Congress is considering legislation which would reduce this rate but it
is
28
<PAGE> 37
uncertain whether any legislation that is enacted would apply to gain from the
Merger recognized by a Greiner stockholder. Greiner stockholders will have a
tax basis in the URS Common Stock received in the Merger equal to the fair
market value of such URS Common Stock, determined as of the Effective Time of
the Merger.
A holder of Greiner Options who is paid an amount in connection with the
cancellation of the Greiner Options generally will recognize ordinary income
equal to the amount received.
Neither the Performance Plan nor the plan participants (as defined in the
Performance Plan) should recognize any Federal tax consequences as a result of
the Merger and the Greiner Performance Plan's ceasing to be an ESOP within the
meaning of Section 4975(e)(7) of the Code. See "The Merger - Merger
Consideration."
THE FOREGOING DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES IS NOT
TAX ADVICE AND CONSTITUTES ONLY A GENERAL DESCRIPTION OF CERTAIN OF THE UNITED
STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO GREINER STOCKHOLDERS
WHO ARE CITIZENS OR RESIDENTS OF THE UNITED STATES, WITHOUT CONSIDERATION OF
THE PARTICULAR FACTS AND CIRCUMSTANCES OF EACH STOCKHOLDER'S SITUATION.
ACCORDINGLY, EACH STOCKHOLDER IS URGED TO CONSULT HIS OR HER OWN TAX AND
FINANCIAL ADVISORS AS TO MATTERS DESCRIBED HEREIN AND ALSO AS TO ANY ESTATE,
GIFT, STATE OR LOCAL OR FOREIGN TAX CONSEQUENCES ARISING OUT OF THE MERGER.
REGULATORY APPROVALS
Under the Merger Agreement, the obligations of URS and Acquisition Corp.
are conditioned upon the receipt of all required consents of Governmental
Entities (as defined therein). There can be no assurance that any applicable
regulatory authority will approve or take other required action with respect to
the Merger or as to the date of such regulatory approval or other action.
Greiner and URS are not aware of any government approvals that are required in
order to consummate the Merger except as described below. Should any other
approval be required, Greiner and URS have agreed to use their best efforts to
obtain it. There can be no assurance as to whether or when any such other
approval, if required, could be obtained. See "The Merger - The Merger
Agreement."
HSR Act. The parties' obligations to close the Merger are subject to the
conditions that the waiting period applicable under the HSR Act has expired and
that no action has been instituted by the DOJ or FTC challenging or seeking to
enjoin the consummation of the transactions contemplated by the Merger
Agreement. Greiner and URS have submitted their respective applications under
the HSR Act to the DOJ and FTC and were notified of early termination of the
waiting period under the HSR Act on January 4, 1996.
Form S-4. The Registration Statement on Form S-4 pertaining to the URS
Common Stock to be issued in connection with the Merger has been filed with the
SEC and been declared effective prior to the mailing of this Proxy
Statement/Prospectus. The effectiveness of the Merger is conditioned upon the
continued effectiveness of the Registration Statement.
Listing Agreements. URS has agreed to use its best efforts to file listing
applications with the NYSE and the PSE covering the shares of URS Common Stock
to be issued in connection with the Merger. URS has filed the listing
applications with the NYSE and the PSE.
RIGHTS OF DISSENTING STOCKHOLDERS
URS Stockholders. Based upon the structure of the Merger and under the
Delaware General Corporation Law, URS stockholders will not be called upon to
vote upon the approval of the Merger and will not have any dissenters' rights
with respect to the Merger.
Greiner Stockholders. Based upon the structure of the Merger and under the
Nevada General Corporation Law, holders of Greiner Common Stock are not
entitled to dissenters' rights with respect to the Merger.
29
<PAGE> 38
FINANCING OF THE MERGER
Generally. To finance the cash portion of the Merger, URS executed a
Credit Agreement, dated as of January 10, 1996 (the "Secured Credit
Agreement"), by and among URS, as Borrower, the financial institutions listed
therein as Lenders (the "Lenders"), and Wells Fargo, as Administrative Agent
(the "Administrative Agent") for the Lenders, pursuant to which the Lenders are
making the following loans to URS to finance the Merger and to provide for the
working capital needs of URS thereafter: (i) a $32,500,000 Tranche A term loan
(the "Tranche A Term Loans") maturing on October 31, 2002, with quarterly
principal payments gradually increasing from $500,000 to $1,750,000; (ii) a
$17,500,000 Tranche B term loan (the "Tranche B Term Loans") maturing on April
30, 2003, with nominal quarterly principal payments until October 31, 2002 and
then balloon payments due in January and April 2003; and (iii) a $20,000,000
revolving facility (including a letter of credit facility) (the "Revolving
Loans") expiring April 30, 1999 (the Tranche A Term Loans, the Tranche B Term
Loans and the Revolving Loans are hereinafter collectively referred to as the
"URS Loans"). The URS Loans will be secured by a pledge of the accounts
receivable and general intangibles of URS and its subsidiaries, and of the
stock of URS's subsidiaries. It is expected that the facility will be
syndicated to include other Lenders following consummation of the Merger.
Conditions to Initial Funding. The Lenders' obligation to fund the URS
Loans will expire on May 31, 1996 (the "Initial Funding Date"), provided,
however, that the Initial Funding Date can be extended, in URS's sole
discretion and upon the payment of an increased commitment fee, until September
30, 1996.
In addition, although the Secured Credit Agreement has been executed, the
Lenders are not obligated to fund the URS Loans until a number of conditions
have been satisfied, including: URS and Greiner must meet specified financial
performance tests; there must be no material adverse change in the business of
URS or Greiner from the date the Secured Credit Agreement was executed until
the Initial Funding Date; URS and Greiner must each conduct its business in the
ordinary course from the date the Secured Credit Agreement was executed until
the Initial Funding Date; all necessary governmental approvals required for the
Merger have been received; all conditions to the consummation of the Merger
have been satisfied; all necessary documents and legal opinions must be
delivered; all fees must be paid to Wells Fargo; and there shall not have
occurred any material disruption in the financial, banking or capital markets
that would have an adverse effect on the loan syndication markets for loans
similar to the URS Loans. Although no assurance may be made, management
believes that all conditions to the funding of the URS Loans will be satisfied.
Interest Rates. URS may select either of the following Wells Fargo
interest rates for the URS loans: (i) its Base Rate (the higher of the rate
most recently announced by Wells Fargo as its "Prime Rate" or one-half of one
percent in excess of the Federal Funds Effective Rate); or (ii) its Adjusted
Eurodollar Rate.
Tranche A Term Loans and Revolving Loans bearing interest at the Base Rate
will bear interest at the following rate: (i) from the Initial Funding Date
until either January 29, 1997 or June 16, 1997 (depending upon when the Merger
takes place), at the Base Rate plus 1.375% per annum; and (ii) thereafter, at
the Base Rate plus a margin (which varies from a high of 1.375% to a low of 0%)
depending upon the ratio of URS's total debt to earnings (i.e., the lower the
ratio of funded debt to earnings, the lower the rate). Tranche B Term Loans
bearing interest at the Base Rate will bear interest at the Base Rate plus
1.75% per annum.
Tranche A Term Loans and Revolving Loans bearing interest at the Adjusted
Eurodollar Rate will bear interest at the following rate: (i) from the Initial
Funding Date until either January 29, 1997 or June 16, 1997 (depending upon
when the Merger takes place), at the Adjusted Eurodollar Rate plus 2.625% per
annum; and (ii) thereafter, at the Adjusted Eurodollar Rate plus a margin
(which varies from a high of 2.625% to a low of 1.375%) depending upon the
ratio of URS's total debt to earnings (i.e., the lower the ratio of funded debt
to earnings, the lower the rate). Tranche B Term Loans bearing interest at the
Adjusted Eurodollar Rate will bear interest at the Adjusted Eurodollar Rate
plus 3% per annum.
30
<PAGE> 39
PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma combined condensed financial statements
are derived from the historical consolidated balance sheets and related
consolidated statements of operations of URS and Greiner adjusted to give
effect to the Merger using the purchase method of accounting for business
combinations.
The pro forma combined balance sheet gives effect to the Merger as if the
Merger were effective October 31, 1995. The pro forma combined condensed
statement of operations has been prepared as if the Merger was effective
November 1, 1994. In order to present comparable data for the combining
companies, the pro forma statement of operations includes the historical data
of Greiner for the twelve month period ended September 30, 1995.
The pro forma combined condensed balance sheet and statement of operations
are provided for illustrative purposes only and should be read in conjunction
with the accompanying notes thereto, the audited consolidated financial
statement and notes thereto of URS for the year ended October 31, 1995 and the
audited financial statements and notes thereto of Greiner for the year ended
December 31, 1994 and the unaudited financial statements for the nine months
ended September 30, 1995, all of which are incorporated by reference in this
Proxy Statement / Prospectus. The pro forma data is not necessarily indicative
of the operating results or financial position that would have been achieved
had the Merger been consummated at the dates indicated, nor is it necessarily
indicative of future operating results and financial condition.
31
<PAGE> 40
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
(dollars in thousands)
<TABLE>
<CAPTION>
URS Greiner
October 31, September 30, Pro Forma Pro Forma
1995 1995 Adjustments Combined
----------- ------------- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS
------
Current assets:
Cash and short-term investments $8,836 $14,771 ($14,513) a $9,094
Accounts receivable, net 49,022 41,111 90,133
Other current assets 1,849 3,153 5,002
------- ------- -------- --------
Total current assets 59,707 59,035 (14,513) 104,229
Property & equipment, net 5,835 9,334 15,169
Goodwill, net 7,765 714 27,212 b 35,691
Long-term investments 3,999 (3,999) a
Other assets 768 814 2,000 c 3,582
------- ------- -------- --------
14,368 14,861 25,213 54,442
------- ------- -------- --------
Total assets $74,075 $73,896 $10,700 $158,671
======= ======= ======== ========
LIABILITIES AND EQUITY
----------------------
Current liabilities:
Current bank debt $44 $4,675 a $4,719
Trade payables $7,724 9,161 16,885
Other current liabilities 15,676 13,979 29,655
------- ------- -------- --------
Total current liabilities 23,400 23,184 4,675 51,259
Long-term debt 9,999 157 45,325 a 55,481
Other 1,198 1,280 2,478
------- ------- -------- --------
Total liabilities 34,597 24,621 50,000 109,218
------- ------- -------- --------
Greiner equity 49,275 (49,275) d
------- ------- -------- --------
URS equity 39,478 9,975 a,d 49,453
------- ------- -------- --------
Total liabilities and equity $74,075 $73,896 $10,700 $158,671
======= ======= ======== ========
</TABLE>
See accompanying notes to pro forma combined condensed financial statements.
32
<PAGE> 41
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED OCTOBER 31, 1995
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
URS Greiner
October 31, September 30, Pro Forma Pro Forma
1995 1995 Adjustments Combined
----------- ------------- ----------- ---------
<S> <C> <C> <C> <C>
Revenue $179,769 $155,135 $334,904
Direct operating expenses 108,845 93,857 202,702
-------- -------- --------
Net revenues 70,924 61,278 132,202
Indirect, general & administrative expenses 63,217 59,675 $1,000 e 121,892
Restructuring charges 3,100 3,100
Valuation adjustment-investment in partnership 2,300 2,300
-------- -------- --------
Operating income (loss) 7,707 (3,797) 1,000 4,910
Interest (income) expense, net 1,351 (1,149) 5,990 f 6,192
-------- -------- ------- --------
Income (loss) before taxes 6,356 (2,648) (4,990) (1,282)
Income tax expense (benefit) 1,300 (460) (1,140) g (300)
-------- -------- ------- --------
Net income (loss) $5,056 ($2,188) ($3,850) ($982)
======== ======== ======= ========
Weighted average shares outstanding 8,632 4,785 h 8,567
======== ======== ========
Earnings (loss) per share:
Primary $0.68 ($0.46) ($0.11)
======== ======== ========
Fully diluted $0.67 ($0.46) ($0.11)
======== ========
</TABLE>
See accompanying notes to pro forma combined condensed financial statements.
33
<PAGE> 42
NOTES TO THE COMBINED CONDENSED PRO FORMA
FINANCIAL STATEMENTS
FOR THE YEAR ENDED OCTOBER 31, 1995
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
1. Organization and Basis of Presentation:
The Merger Agreement described within this Proxy Statement / Prospectus
contemplates the merger of a wholly owned subsidiary of URS with and into
Greiner, after which Greiner will be a wholly owned subsidiary of URS. Greiner
stockholders will receive $13.50 per share in cash plus 0.298 shares of URS
Common Stock for each outstanding share of Greiner Common Stock. Based on the
4,704,642 outstanding shares of Greiner Common Stock (net of shares held in
treasury), the aggregate consideration will be approximately $64,000,000 in
cash and 1,400,000 shares of URS Common Stock.
The pro forma financial statements have been prepared based on the
historical financial statements of Greiner, whose fiscal year ends December 31,
and URS, whose fiscal year ends October 31, as adjusted for the effects of the
proposed Merger under the purchase method of accounting. The pro forma balance
sheet assumes the Merger was consummated on October 31, 1995, and the statement
of operations has been prepared as if the Merger had been consummated on
November 1, 1994. However, in order to present comparable data for the
combining companies, the pro forma statement of operations includes the
historical data of Greiner for the twelve month period ended September 30,
1995. These statements should be read in conjunction with the historical
financial statements, and the related notes thereto, incorporated by reference
herein.
The unaudited pro forma financial statements are not necessarily indicative
of what the actual financial position would have been at October 31, 1995, nor
of the actual results of operations for the year ended October 31, 1995, had
the Merger occurred on October 31, 1995, and November 1, 1994, respectively,
nor does it purport to present the future financial position or results of
operations of URS and Greiner.
2. The Pro Forma Adjustments:
a. The balance sheet has been adjusted to reflect the cash to be paid,
debt to be incurred and equity to be issued to acquire Greiner as if URS had
acquired Greiner on October 31, 1995.
<TABLE>
<S> <C>
Cash $14,513
Long-term investments 3,999
Term loan - current portion 4,675
Term loan - long term portion 45,325
Common stock 9,975
-------
$78,487
=======
</TABLE>
b. Pro forma adjustments resulting in the excess purchase price over
net assets acquired consist of the following:
<TABLE>
<S> <C>
Purchase price of Greiner (net of prepaid
loan fees of $2,000) $ 76,487
Fair value of net assets acquired (49,275)
--------
Excess purchase price over net
assets acquired $ 27,212
========
</TABLE>
URS management believes that the amounts reflected on Greiner's historical
consolidated balance sheet as to tangible assets and liabilities approximate
the fair market values of such assets and liabilities and, accordingly, such
amounts have not been adjusted in the accompanying pro forma financial
statements. The excess purchase price over net assets acquired resulting from
the Merger will be amortized on a straight-line basis over 30 years.
34
<PAGE> 43
c. Fees and expenses related to the Merger are estimated to be $5,000,000,
$2,000,000 of which are associated with the financing of the transaction. The
financing fees are being capitalized and charged to interest expense over the
term of the loan. The remaining fees and expenses are being capitalized as
goodwill.
d. The pro forma combined condensed balance sheets reflect the issuance of
approximately 1,400,000 shares of URS Common Stock and cash consideration of
$13.50 per Greiner share in exchange for 100% of the shares of Greiner Common
Stock, based upon an assumed URS closing stock price of $7.125 per share.
e. Adjustments to reflect: 1) the reductions in public company costs and
expenses of approximately $2,000,000, net of, 2) $1,000,000 of amortization of
goodwill arising from the Merger.
f. Adjustment includes interest expense related to debt incurred in
connection with the Merger, and the reduction in interest income incurred as
follows:
<TABLE>
<CAPTION>
Year Ended
October 31, 1995
----------------
(in thousands)
<S> <C>
Increase in interest expense $5,090
Decrease in interest income 900
------
Net $5,990
======
</TABLE>
g. Subsequent to the Merger, Greiner's operating results will be included
in URS's consolidated tax returns, which results in a pro forma reduction to
the income tax provision of $1,140,000 for the year ended October 31, 1995.
h. The pro forma combined loss per share calculation is based upon the
weighted average number of shares of URS Common Stock outstanding, assuming the
issuance of 1,400,000 shares of URS Common Stock pursuant to the Merger.
Common stock equivalents, such as options and warrants, have been excluded from
the calculation as they are anti-dilutive.
35
<PAGE> 44
INTERESTS OF CERTAIN PERSONS IN THE TRANSACTION
It is contemplated that Robert L. Costello, President and Chief Executive
Officer of Greiner, will enter into an employment agreement with URS to go into
effect upon the consummation of the Merger, but the terms of any such future
employment agreement between Mr. Costello and URS have not been finalized.
36
<PAGE> 45
ANNUAL ELECTION OF GREINER BOARD OF DIRECTORS
The Greiner Meeting will include the annual election of directors to serve
if the Merger does not close or is delayed for any reason. Pursuant to the
authority granted in Greiner's Restated Articles of Incorporation and Bylaws,
the Board has determined that five directors be elected at the Greiner Meeting
to serve until the next annual meeting and until their successors are elected
and have nominated for election as directors the persons identified at "Annual
Election of Greiner Board of Directors - Nominees for the Greiner Board of
Directors." If, by reason of death or other unexpected occurrence, any one or
more of the nominees should for any reason become unavailable for election, the
persons named as proxies in the accompanying form of proxy may vote for the
election of such substitute nominees, and for such term or terms, as the Board
of Directors may propose. All of the nominees were elected to the Board of
Directors at the last Annual Meeting, except for Robert L. Costello, who was
elected by action of the Board in July 1995.
NOMINEES FOR THE GREINER BOARD OF DIRECTORS
The nominees for directors of Greiner, their ages, the period they have
served as directors, the number of shares of Greiner Common Stock that they
beneficially owned, directly or indirectly, and their percentage of outstanding
Greiner Common Stock, at [February ___, 1996] are shown below. Unless
indicated otherwise, beneficial ownership includes both sole voting and sole
investment power.
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
DIRECTOR COMMON OUTSTANDING
DIRECTOR AGE SINCE STOCK SHARES
-------- --- ------- ----------- --------------
<S> <C> <C> <C> <C>
William H. Bowen . . . . . . . . . . 79 1982 362,089(1) 7.70%
Russell Cleveland . . . . . . . . . . 57 1983 42,790 0.91%
Robert L. Costello . . . . . . . . . 44 1995 26,905(2) 0.57%
William E. Guthner, Jr. . . . . . . . 64 1969 2,290 0.05%
Patrick M. Sullivan . . . . . . . . 52 1995 53,729(3) 1.14%
All directors and executive officers as
a group (15 persons) . . . . . . . 663,465(4) 14.10%
</TABLE>
__________________
(1) Includes 282,673 shares owned by Mr. Bowen personally; 21,374 shares
owned by Camway, Inc., a corporation controlled by Mr. Bowen; and 58,042
shares owned by Mr. Bowen's wife, Bebe D. Bowen. Does not include 7,200
shares held in trust, as to which Mr. Bowen has expressly disclaimed
beneficial ownership.
(2) Includes 16,780 shares of exercisable stock options and 3,814 shares
held by the Trust for the Performance Plan for Mr. Costello's account as
of September 30, 1995.
(3) Includes 52,585 shares owned by Dr. Sullivan's wife, Patricia B.
Sullivan, and 1,144 shares owned by Grayson, Inc., a corporation in
which Dr. Sullivan is an officer, director, and majority stockholder as
of September 30, 1995.
(4) Includes 111,255 shares of exercisable stock options and 62,021 shares
held by the Trust for the Performance Plan in accounts for such officers
as of September 30, 1995.
The present principal occupations and other biographical information with
respect to Greiner's nominees for directors are as follows:
William H. Bowen has been a director of Greiner since 1982. He served as
Chairman of the Board of Greiner from May 1985 until June 1992 and was elected
interim Chairman in August 1995. Mr. Bowen is also Chairman of the Board and
President of GARVON, Inc., a private investment company, a position he has held
since 1971. He is a graduate of the University of Chicago and the Harvard Law
School.
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<PAGE> 46
Russell Cleveland has been a director of Greiner since 1983. He is
President of the Renaissance Capital Group, Inc., Renaissance Capital Partners,
Ltd., Renaissance Capital Partners, II, Ltd., and Renaissance Capital Growth
and Income Fund III, Inc., which are investment partnerships. In addition, Mr.
Cleveland serves on the Board of Directors of Global Environmental Corp.,
UNICO, Inc. and Biopharmaceutics, Inc. He is a graduate of the University of
Pennsylvania and the Wharton School of Finance and Commerce.
Robert L. Costello was elected Chief Executive Officer in August 1995 and a
director in July 1995. He has served as President and Chief Operating Officer
since February 1994. Prior to this appointment, Mr. Costello served as Chief
Administrative and Financial Officer, Treasurer and Executive Vice President of
Greiner. He has been employed with Greiner or its subsidiaries for over 17
years and holds a master's degree in business administration from the
University of Oregon.
William E. Guthner, Jr. has been a director of Greiner since 1969. He has
been a Partner of Nossaman, Guthner, Knox & Elliott, attorneys at law, Los
Angeles, California, since 1965. Mr. Guthner is a graduate of Northwestern
University and the University of Michigan Law School.
Patrick M. Sullivan has been a director of Greiner since 1995. Since 1992,
Dr. Sullivan has served as President of Caribbean Marine, Inc., a privately
held diversified operating company, and has also served as a director for this
company, or its predecessors since 1979. Dr. Sullivan is a son-in-law of
William H. Bowen, a Director of Greiner. He has a degree in chemistry from St.
Louis University and is also a graduate of the Stanford University School of
Medicine.
Based solely on Greiner's review of Forms 3, 4, and 5 and amendments
thereto furnished to Greiner pursuant to Rule 16a-3(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), covering the period from
January 1, 1995 through December 31, 1995, Greiner believes that its officers,
directors, and ten percent stockholders complied with all applicable filing
requirements under Section 16 of the Act.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE FOR THE
GREINER BOARD OF DIRECTORS.
1995 MEETINGS OF THE GREINER BOARD OF DIRECTORS
Greiner's Board of Directors held five regularly scheduled meetings and two
special meetings, with all current members of the Board attending.
COMMITTEES OF THE GREINER BOARD OF DIRECTORS
Greiner's Board of Directors has standing Audit, Nominating, Compensation,
and Executive Committees.
Audit Committee. Greiner has an Audit Committee consisting of three
members appointed annually by the Greiner Board of Directors from those
directors who are neither officers nor employees of Greiner or its
subsidiaries. The members of the Audit Committee during 1995 were William E.
Guthner, Jr. (Chairman), Larry J. Cain, who resigned from the Board in November
1995, and Patrick M. Sullivan, who was appointed to the Audit Committee in May
1995. The Audit Committee reviews Greiner's audited financial statements and
considers and recommends the employment of, and approves the fee arrangement
with, Greiner's independent public accountants. The Audit Committee met twice
during 1995, with all members attending.
Nominating Committee. Greiner has a Nominating Committee consisting of
two members appointed annually by the Greiner Board of Directors. The members
of the Nominating Committee during 1995 were William H. Bowen (Chairman) and
William E. Guthner, Jr. The Nominating Committee has the responsibility for
recommending the Board's slate of directors, which may include proposed new
directors who would replace existing directors or become additional directors.
The Nominating Committee met once during 1995, with both members attending.
The Nominating Committee will consider nominees recommended by Greiner's
stockholders provided that such recommendations are accompanied by information
sufficient to enable the Nominating Committee to evaluate the qualifications of
the nominee. Stockholders wishing to recommend nominees should do so in a
written
38
<PAGE> 47
communication addressed to the Nominating Committee, care of Melissa K. Holder,
Corporate Secretary of Greiner, at Greiner's principal office, at 909 E. Las
Colinas Boulevard, Suite 1900, Irving, Texas 75039. Such recommendations must
be submitted no later than the first day of December preceding the annual
meeting of stockholders.
Compensation Committee. Greiner has a Compensation Committee consisting of
four members appointed annually by the Greiner Board of Directors. Such
Committee has the responsibility of reviewing and making recommendations with
respect to compensation and benefit programs for Greiner's employees. The
members of the Compensation Committee during 1995 were Russell Cleveland
(Chairman), William H. Bowen, Larry J. Cain, who resigned from the Board in
November 1995, and Patrick M. Sullivan, who was appointed May 1995. The
Committee met three times during 1995, with all members attending.
Executive Committee. Greiner has an Executive Committee consisting of
three members appointed annually by the Greiner Board of Directors. The
members of the Executive Committee during 1995 were William H. Bowen
(Chairman), Russell Cleveland, and Frank T. Callahan, who resigned from the
Executive Committee in July 1995, and Robert L. Costello, who was appointed to
the Executive Committee in July 1995. The Committee has the responsibility of
maintaining close contact with the operational management of Greiner and
advising management of Greiner on behalf of the Board in such matters as are
appropriate in the interest of timeliness. The Committee is required to report
to the entire Board on a regular basis. The Committee held one regular meeting
and one special meeting in 1995, with all members attending.
DIRECTOR COMPENSATION
All non-employee directors of Greiner receive $1,000 per month for their
services as directors and are also reimbursed for reasonable travel expenses
incurred in attending Board and committee meetings. Non-employee Executive
Committee members also receive $1,000 per month for their services on this
committee. In addition, non-employee directors receive $1,000 for each Board
meeting attended, $250 for each partial-day committee meeting attended and $500
for each full-day or Executive Committee meeting attended.
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<PAGE> 48
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Greiner Board of Directors is charged
with the responsibility of reviewing and making recommendations with respect to
compensation and benefit programs for Greiner and its executives. With regard
to executive compensation, it is the philosophy of the Greiner organization to
provide a program which encourages continuous improvements in our ability to
provide quality services for our clients while achieving a level of financial
performance that exceeds the average of our industry peer group for our
stockholders, employees, and the ongoing needs of Greiner. Greiner's program
is designed to link all compensation for executives to the achievement of
Greiner's immediate and long-term business performance and goals.
The primary elements of this program are Base Salary, Cash Incentive
Compensation, Stock Options, and participation in standard company benefit
programs such as health and disability insurance and the 401(k)/ESOP which are
available to all employees. No single element of compensation is awarded
without consideration of the potential total compensation to be paid for the
designated position.
Base Salary ranges are established for each position, based on the duties
and level of responsibility held, taking into account "market ranges/rates" for
specific positions, verified against similar or like duties and
responsibilities that exist within the market and industry (defined as
professional service firms providing engineering and architectural consulting
services). Once ranges are established, factors such as local cost-of-living
differences or the movement of the consumer price index have only minor impact
on changes to the person's base compensation. Adjustments to base compensation
are made based upon assigned responsibility and performance and are measured
against successful attainment of specific goals and objectives of Greiner and
individual employees.
Greiner believes that Cash Incentive Compensation plays a strong role in
stimulating management actions aimed at achievement of Company profit goals.
Acceptable profit levels shall be determined by the Board of Directors in
consultation with the Compensation Committee and with management of Greiner.
Overall economic conditions, the markets for Greiner's services and other
factors may be taken into consideration when determining such profit levels.
Currently, a minimum level of profit (before taxes and incentives) equal to six
percent of net revenue is necessary to generate a contribution pool for this
plan.
If a cash incentive pool is generated, it is distributed to executives upon
consideration of individual attainment of Company objectives and upon review of
all aspects of the individual's total compensation package. All such awards
are reviewed and approved by this Compensation Committee.
Stock Options are awarded to executives in order to encourage future
management actions aimed at improving Greiner's sales efforts, client service
quality and Company profitability. If Greiner is successful in improving these
areas, it is anticipated that these actions will generate a positive impact on
the value of Greiner's stock for stockholders, and the individuals will be
given the opportunity to share in the increased value that results from their
efforts. Specific awards of options are based on the individual's ability to
impact company-wide performance and with consideration of the total
compensation appropriate for the position.
In establishing compensation levels for Mr. Callahan and Mr. Costello,
consideration was given to individual performance level relative to their role
as Chief Executive Officer, as well as the progress made in meeting strategic
company objectives. Based on the philosophy of providing a competitive total
compensation package, Mr. Callahan's and Mr. Costello's duties and
responsibilities, actual performance results, and the overall profitability of
Greiner were evaluated and compared to industry norms to determine the total
compensation paid.
Amounts paid or accrued for fiscal 1995 under these plans for the Chief
Executive Officers and four highest-paid executive officers are presented in
the following tables. No member of this committee is a former or current
officer or employee of Greiner or any of its subsidiaries.
Compensation Committee
William H. Bowen
Russell Cleveland
Patrick M. Sullivan
40
<PAGE> 49
PERFORMANCE GRAPH
COMPARISON OF SEVEN-YEAR CUMULATIVE TOTAL RETURN
AMONG GREINER ENGINEERING, INC., S&P 500 AND PEER GROUP (1), (2)
[GRAPH]
(1) The above graph compares the performance of Greiner Engineering, Inc. with
that of the S&P 500 Composite Index and the weighted performance of a peer
group of similar engineering companies. It should be noted that many of
the companies which provide services similar to Greiner's are privately
held and therefore are not included in this comparison. The peer index of
publicly held companies is comprised of Greiner and: ICF International,
Jacobs Engineering Group, Inc., Michael Baker Corporation, STV Group, Inc.
and URS Corporation. Information on ICF International is available for
1989-1994 only; however, Greiner felt it was important to include ICF in
the comparison because of the similar nature of their business.
(2) The comparison of total return on investment (change in year-end stock
price plus reinvested dividends) as of December 31 for each of the periods
assumes that $100 was invested on December 31, 1987 in each of Greiner
Engineering, Inc., the S&P 500 Composite Index and the peer group, with
investment weighted by relative market capitalization.
INDEPENDENT ACCOUNTANTS
The Board of Directors of Greiner appointed the firm of Price Waterhouse
LLP ("Price Waterhouse") to act as independent accountants for calendar year
1995. A representative of Price Waterhouse is expected to be present at the
Greiner Meeting and available to respond to appropriate questions and, although
it has been indicated that no statement will be made, an opportunity for a
statement will be provided.
Greiner has not selected an independent accountant for 1996 as its policy
is for the Board of Directors to do so after the Annual Meeting each year.
The reports of Price Waterhouse on Greiner's financial statements for each
of three years in the period ended December 31, 1994 contained unqualified
opinions.
OTHER MATTERS
At the time of mailing this Proxy Statement / Prospectus, Greiner was not
aware of any matter not referred to in the form of proxy that would be
presented for action at the meeting. If, however, any other business shall
properly come before the meeting, it is intended that the shares represented by
proxies will be voted with respect thereto in accordance with the judgment of
the person voting them.
If the Merger is not consummated for any reason, Greiner's stockholders may
submit proposals for consideration at Greiner's 1997 Annual Meeting of
Stockholders. Any such proposal must be received by December 1, 1996.
41
<PAGE> 50
INFORMATION CONCERNING URS
OVERVIEW
URS offers a broad range of planning, design and program and construction
management services for engineering, architectural and environmental projects.
URS serves public and private sector clients throughout the United States in
two principal markets: infrastructure projects involving transportation
systems, institutional and commercial facilities and water resources, and
environmental projects involving hazardous waste management and pollution
control.
URS conducts its business through 24 offices located throughout the United
States. URS has approximately 1,300 full-time employees, many of whom hold
advanced or technical degrees and have extensive experience in sophisticated
disciplines applicable to URS's business. URS believes that its geographic and
technical diversity allow it to compete for local, regional and national
projects, and enable it to apply to each project a variety of resources from
its national network.
URS provides professional services through URS's 24 offices in three major
areas: planning, design and program and construction management. Each of these
offices is responsible for obtaining local or regional contracts. This
approach allows regional government agencies and private clients to view URS's
offices as local businesses with superior service delivery capabilities.
Because URS can draw from its large and diverse network of professional and
technical resources, URS has the capability to market and perform large
multi-state projects.
Planning. Planning covers a broad range of assignments ranging from
conceptual design and technical and economic feasibility studies to community
involvement programs. Planning services also involve developing alternative
concepts for project implementation and analyzing the impacts of each
alternative.
In addition to traditional engineering and architectural planning services,
URS has extensive expertise in a number of highly specialized areas, including
toll facilities, health care facility renovation, environmental site analysis,
water quality planning for urban storm water management and site remediation
assignments.
Design. URS's professionals provide a broad range of design and
design-related services, including computerized mapping, architectural and
interior design, civil, sanitary and geotechnical engineering, process design
and seismic (earthquake) analysis and design. For each project, URS identifies
the project requirements and then integrates and coordinates the various design
elements. The result is a set of contract documents that may include plans,
specifications and cost estimates that are used to build a project. These
documents detail design characteristics and set forth for the contractor the
materials which should be used and the schedule for construction. Other
critical tasks in the design process may include value analysis and the
assessment of construction and maintenance requirements.
Program and Construction Management. URS's program and construction
management services include master scheduling of both the design and
construction phases, construction and life-cycle cost estimating, cash flow
analysis, value engineering, constructability reviews and bid management. Once
construction has begun, URS supervises and coordinates the activities of the
construction contractor. This frequently involves acting as the owner's
representative for on- site supervision and inspection of the contractor's
work. In this role, URS's objective is to monitor a project's schedule, cost
and quality. URS generally does not take contractual responsibility for the
contractor's risks and methods, nor for site safety conditions.
MARKETS
URS's strategy is to focus on two major markets: (i) infrastructure
projects involving transportation systems, institutional and commercial
facilities and water resources; and (ii) environmental projects involving
hazardous waste management and pollution control. URS has developed a
nationwide identity based on its successful completion of a number of highly
visible rehabilitation and expansion projects in these markets. Although URS
views these markets as being distinct, URS provides its planning, design and
program and construction management services to both markets.
42
<PAGE> 51
Infrastructure. URS has significant expertise in three areas relating to
the infrastructure market: transportation systems, institutional and commercial
facilities and water resources projects.
Transportation Systems. URS's engineers, designers, planners and
managers provide services for projects involving all types of
transportation networks, such as highways, roadways, streets, bridges,
rapid and mass transit systems, airports and marine facilities. These
services range from the design of interstate highways to harbor traffic
simulation studies and may extend from conceptual planning through
preliminary and final design to construction management. Historically,
URS's emphasis in this market area has been on the design of new
transportation facilities, but in recent years the rehabilitation of
existing facilities has become a major focus.
Institutional and Commercial Facilities. URS provides
architectural, engineering design, space planning and construction
supervision services to this market area. Demand for low-maintenance,
energy efficient facilities drives today's market for commercial and
industrial buildings. In addition, there is increased pressure to renovate
facilities to meet changing needs and current building standards.
Water Resources. URS's capabilities in this market area include
the planning, design and program and construction management of water
supply, storage, distribution and treatment systems, as well as work in
basin plans, groundwater supply, customer rate studies, urban run-off, bond
issues, flood control, water quality analysis and beach erosion control.
Environmental. URS has developed expertise in two principal environmental
markets: hazardous waste management and pollution control.
Hazardous Waste Management. URS conducts initial site
investigations, designs remedial actions for site clean-up and provides
construction management services during site clean-up. This market
involves identifying and developing measures to effectively dispose of
hazardous and toxic waste at contaminated sites. URS also provides air
quality monitoring and designs individual facility modifications required
to meet local, state and Federal air quality standards. This work requires
specialized knowledge of and compliance with complex Federal and state
regulations, as well as the permitting and approval processes. Solid waste
management services provided by URS include facility siting, transfer
station design and community-wide master planning.
URS has been awarded several significant contracts with government
agencies, including a contract with the U.S. Department of Defense for
environmental engineering and remediation work in the Northwest and Alaska
under the Comprehensive Long-Term Environmental Action-Navy ("Navy CLEAN")
program and two contracts with the U.S. Environmental Protection Agency
("EPA") under its Alternative Remedial Contracting Strategy ("EPA ARCS")
program. Under the Navy CLEAN contract, URS provides site inspections,
site characterizations, remediation designs and action plans for
contaminated Navy facilities. A portion of the Navy CLEAN contract, which
is expected to have a ten-year term, is awarded each year over the life of
the contract. In fiscal 1995 and 1994, URS generated revenues associated
with the Navy CLEAN contract of $16.6 million and $14.3 million,
respectively. URS's services under the ten-year EPA ARCS contracts include
investigating the nature and extent of contamination by hazardous
materials, performing risk assessments, evaluating the feasibility of
various options for remedial action and providing management, technical,
quality assurance and health and safety reviews of potentially responsible
party submittals. Work under the EPA ARCS contracts is performed on a task
order basis. In fiscal 1995 and 1994, URS recognized revenues of $20.5
million and $26.7 million, respectively, under the EPA ARCS contracts.
Pollution Control. URS's principal services in this market
include the planning and design of new wastewater facilities, such as sewer
systems and wastewater treatment plants, and the analysis and expansion of
existing systems. The types of work performed by URS include
infiltration/inflow studies, combined sewer overflow studies, water quality
facilities planning projects and design and construction management
services for wastewater treatment plants.
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<PAGE> 52
COMPETITION
The engineering and architectural services industry is highly fragmented
and very competitive. As a result, in each specific market area URS competes
with many engineering and consulting firms, several of which are substantially
larger than URS and which possess greater financial resources. No firm
currently dominates any significant portion of URS's market areas.
Competition is based on quality of service, expertise, price, reputation
and local presence. URS believes that it competes favorably with respect to
each of these factors in the market areas it serves.
CLIENTS
URS's clients include local, state and Federal government agencies and
private sector businesses. URS's revenues from local, state and Federal
government agencies and private businesses for the last five fiscal years are
as follows:
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
------------- -------------- ------------- ------------- -------------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Local and state agencies $99,871 56% $88,207 54% $80,350 55% $65,315 48% $68,720 56%
Federal agencies 58,751 33 59,611 36 48,713 33 52,530 38 35,614 29
Private businesses 21,147 11 16,270 10 16,698 12 18,948 14 18,504 15
-------- --- -------- --- -------- --- -------- --- -------- ---
Total $179,769 100% $164,088 100% $145,761 100% $136,793 100% $122,838 100%
======== === ======== === ======== === ======== === ======== ===
</TABLE>
CONTRACT PRICING AND TERMS OF ENGAGEMENT
Under its cost-plus contracts, URS charges clients negotiated rates based
on URS's direct and indirect costs. Labor costs and subcontractor services are
the principal components of URS's direct costs. Federal Acquisition
Regulations limit the recovery of certain specified indirect costs on contracts
subject to such regulations. In negotiating a cost- plus contract, URS
estimates all recoverable direct and indirect costs and then adds a profit
component, which is either a percentage of total recoverable costs or a fixed
negotiated fee, to arrive at a total dollar estimate for the project. URS
receives payment based on the total actual number of labor hours expended. If
the actual total number of labor hours is lower than estimated, the revenues
from that project will be lower than estimated. If the actual labor hours
expended exceed the initial negotiated amount, URS must obtain a contract
modification in order to receive payment for such overage. URS's profit margin
will increase to the extent URS is able to reduce actual costs below the
estimates used to produce the negotiated fixed prices on contracts not covered
by Federal Acquisition Regulations; conversely, URS's profit margin will
decrease and URS may realize a loss on the project if URS does not control
costs and exceeds the overall estimates used to produce the negotiated price.
Cost-plus contracts covered by Federal Acquisition Regulations require an
audit of actual costs and provide for upward or downward adjustments if actual
recoverable costs differ from billed recoverable costs. The Defense Contract
Audit Agency, auditors for the Department of Defense and other Federal
agencies, has completed incurred cost audits of URS's Federal contracts for
fiscal years ended through October 31, 1988, resulting in immaterial
adjustments.
Under its fixed-price contracts, URS receives an agreed sum negotiated in
advance for the specified scope of work. Under fixed-price contracts, no
payment adjustments are made if URS over-estimates or under-estimates the
number of labor hours required to complete the project, unless there is a
change of scope in the work to be performed. Accordingly, URS's profit margin
will increase to the extent the number of labor hours and other costs are below
the contracted amounts. The profit margin will decrease and URS may realize a
loss on the project if the number of labor hours required and other costs
exceed the estimates.
BACKLOG, PROJECT DESIGNATIONS AND INDEFINITE DELIVERY CONTRACTS
URS's contract backlog was $196,400,000 at October 31, 1995, compared to
$159,100,000 at October 31, 1994. URS's contract backlog consists of the
amount billable at a particular point in time for future services under
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<PAGE> 53
executed funded contracts. Indefinite delivery contracts, which are executed
contracts requiring the issuance of task orders, are included in contract
backlog only to the extent the task orders are actually issued and funded. Of
the contract backlog of $196,400,000 at October 31, 1995, approximately 30%, or
$59,000,000, is not reasonably expected to be filled within the next fiscal
year ending October 31, 1996.
URS has also been designated by customers as the recipient of certain
future contracts. These "designations" are projects that have been awarded to
URS but for which contracts have not yet been executed. Task orders under
executed indefinite delivery contracts which are expected to be issued in the
immediate future are included in designations. Total contract designations
were estimated to be $194,000,000 at October 31, 1995, as compared to
$172,000,000 at October 31, 1994. Typically, a significant portion of
designations are converted into signed contracts. However, there is no
assurance this will continue to occur in the future.
Indefinite delivery contracts are signed contracts pursuant to which work
is performed only when specific task orders are issued by the client.
Generally these contracts exceed one year and often indicate a maximum term and
potential value. Examples of such contracts are the Navy CLEAN and EPA ARCS
contracts. Certain indefinite delivery contracts are for a definite time
period with renewal option periods at the client's discretion. While URS
believes that it will continue to get work under these contracts over their
entire term, because of renewals and the necessity for issuance of individual
task orders, continued work by URS and the realization of their potential
maximum values under these contracts is not assured.
However, because of the increasing frequency with which URS's government
and private sector clients use this contracting method, URS believes their
potential value should be disclosed along with backlog and designations as an
indicator of URS's future business. When the client notifies URS of the scope
and pricing of task orders, the estimated value of such task orders is added to
designations. When such task orders are signed and funded, their value goes
into backlog. At October 31, 1995, the potential value of URS's five largest
indefinite delivery contracts was as follows:
<TABLE>
<CAPTION>
AT OCTOBER 31, 1995
REVENUES ------------------------------------
RECOGNIZED
TOTAL THRU ESTIMATED
POTENTIAL OCTOBER 31, FUNDED ESTIMATED REMAINING
CONTRACT TERM VALUES 1995 BACKLOG DESIGNATIONS VALUES
- - ------------------------------------- --------- --------- ----------- ------- ------------ ----------
(In millions)
<S> <C> <C> <C> <C> <C> <C>
EPA ARCS (9&10) 1989-1999 $182.5 $ 29.7 $10.6 $6.8 $135.4
Navy CLEAN 1989-1999 166.0 109.4 6.4 3.2 47.0
EPA ARCS (6,7&8) 1989-1999 119.7 61.0 3.3 3.0 52.4
Brooks AFB System 1994-1999 50.0 1.7 5.0 - 43.3
NY State Environmental Remediation 1990-1996 20.0 7.7 1.4 - 10.9
------ ------ ----- ----- ------
Total $538.2 $209.5 $26.7 $13.0 $289.0
====== ====== ===== ===== ======
</TABLE>
EMPLOYEES
URS has approximately 1,300 full-time employees, many of whom hold advanced
or technical degrees and have extensive experience in a variety of disciplines
applicable to URS's business. URS also employs, at various times on a
temporary basis, up to several hundred additional persons to meet contractual
requirements. Twenty-seven of URS's employees are covered by a collective
bargaining agreement. URS has never experienced a strike or work stoppage.
URS believes that employee relations are good.
ACQUISITIONS
In January 1995, URS acquired privately-held E.C. Driver & Associates, Inc.
("ECD") of Tallahassee, Florida. ECD is a leading Florida-based transportation
engineering firm specializing in bridge and highway design,
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<PAGE> 54
including particular expertise in moveable bridges. The 50-person firm has
annualized revenues of approximately $5,000,000.
PROPERTIES
URS leases office space in 24 principal locations throughout the United
States. Most of the leases are written for a minimum term of three years with
options for renewal, sublease rights and allowances for improvements.
Significant lease agreements expire at various dates through the year 2005.
URS believes that its current facilities are sufficient for the operation of
its business and that suitable additional space in various local markets is
available to accommodate any needs that may arise.
LEGAL PROCEEDINGS
Certain subsidiaries of URS have been named as defendants in legal
proceedings wherein substantial damages are claimed. Such proceedings are not
uncommon in its business and usually involve claims against multiple defendants
who were involved in the project which is the subject of the proceeding.
Historically, URS subsidiaries have been successful in defending such actions
or have settled them within insured limits. In the opinion of URS management,
based upon its present knowledge, URS ultimate liability, if any, in these
proceedings is not expected to exceed amounts previously provided for in the
consolidated financial statements. See "Risk Factors - Legal Proceedings /
Liability Insurance Coverage."
DESCRIPTION OF URS CAPITAL STOCK
The authorized capital stock of URS consists of 20,000,000 shares of URS
Common Stock, $.01 par value per share, and 1,000,000 shares of preferred
stock, $1.00 par value per share. As of January 24, 1996, there were 7,167,591
shares of URS Common Stock outstanding held by [___] holders of record and no
outstanding shares of preferred stock. The following summary is qualified in
its entirety by reference to URS's Certificate of Incorporation, which is filed
as an exhibit to the Registration Statement of which this Proxy Statement /
Prospectus is a part.
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<PAGE> 55
INFORMATION CONCERNING GREINER
OVERVIEW
Greiner is a professional services firm operating in the engineering
and architectural design services industry. Greiner, through its operating
subsidiaries, provides a broad range of engineering, planning, architectural,
environmental analysis, design, surveying, program management and other
services to public and private sector clients throughout the United States, its
territories and in foreign countries, including Hong Kong and Malaysia.
Greiner's services have been provided through the following market-focused
divisions of Greiner:
o SURFACE TRANSPORTATION -- serving governmental agencies and private
entities responsible for planning, designing and operating and
maintaining highways, bridges and rail transportation facilities.
o AIR TRANSPORTATION -- serving governmental agencies and private
entities (including air carriers) responsible for planning, designing
and operating and maintaining airports and airport-related facilities.
o DEVELOPMENT -- serving private sector owners, developers and operators
of commercial, industrial and recreational properties.
o INSTITUTIONAL -- serving public agencies and private entities engaged
in planning, designing and operating and maintaining institutional
facilities such as schools and health care facilities.
o WATER RESOURCES -- serving public agencies and private entities
engaged in the supply, storage, treatment and control of water and
wastewater and the provision of other municipal services.
o MARINE TRANSPORTATION -- serving developers and operators of port and
marine transportation facilities.
o FEDERAL/MILITARY -- serving federal government agencies and military
branches responsible for planning, designing, operating and
maintaining government and military facilities.
Greiner has historically concentrated its professional services in the
transportation infrastructure area (highways, bridges, airports and transit
systems). Greiner's specialization and expertise in the field of
transportation engineering dates back, through its subsidiary operations, to
the early 1900's. Among the notable transportation projects in which Greiner
has been involved are the Pennsylvania Turnpike, the Chesapeake Bay Bridges,
the Washington, D.C. Metro rail-transit system and the new Denver and Hong Kong
International Airports.
Greiner operates throughout the United States and in Hong Kong and Malaysia
through over 40 offices. Based on total revenue for the year ended December
31, 1994, Greiner is ranked in the top 50 design services firms in America and
is one of the top five firms which specialize in transportation engineering in
the United States according to the Engineering News Record (a McGraw-Hill
publication).
Greiner was incorporated in California in 1954 and reincorporated in Nevada
in 1986. Greiner's shares are listed on the NYSE and the PSE.
COMPETITION
The market in which Greiner provides services is highly competitive.
Greiner's competitors include large national firms as well as many small local
firms. Greiner competes with these firms on the basis of technical
capabilities, qualifications and availability of personnel, experience,
reputation, quality of performance and, to a lesser extent, price of services.
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<PAGE> 56
SALES AND BACKLOG
Greiner's revenues were earned as shown below:
<TABLE>
<CAPTION>
1995 1994 1993
--------------------- --------------------- ---------------------
PERIOD REVENUES PERCENT REVENUES PERCENT REVENUES PERCENT
- - --------------- ------------ ------- ------------ ------- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
1st Quarter $ 37,332,000 24.2 $ 37,148,000 24.5 $ 33,098,000 23.5
2nd Quarter 40,015,000 25.9 38,484,000 25.3 33,489,000 23.8
3rd Quarter 39,745,000 25.8 38,181,000 25.1 37,080,000 26.4
4th Quarter 37,133,000 24.1 38,043,000 25.1 36,888,000 26.3
------------ ----- ------------ ----- ------------ -----
$154,225,000 100.0 $151,856,000 100.0 $140,555,000 100.0
============ ===== ============ ===== ============ =====
</TABLE>
The amount of revenue earned by Greiner for services performed outside of
the United States during each of the last three fiscal years was not
significant; however, Greiner has been involved in major projects in Hong Kong
in each of the last three years. Revenue derived from services to domestic
governmental agencies was approximately 80% of the consolidated revenue for
each of the years 1993 through 1995. Also, for each of the years 1993 through
1995 Greiner had no single customer from which it derived 10% or more of its
revenue. Pass-through subconsultant and other direct materials costs were
approximately 26%, 25% and 24% of revenue in 1995, 1994 and 1993, respectively.
Greiner's backlog is the sum of its Category I and Category II backlog.
Category I backlog is the estimated revenue, excluding pass-through
subconsultant costs and other direct materials costs, from contracts entered
into with clients less that portion of the contracts which Greiner has already
reported as revenue. Category II backlog is based upon estimated revenue,
excluding pass-through subconsultant costs and other direct materials costs,
from projects for which Greiner has been selected and is negotiating a contract
or is awaiting receipt of a "Notice to Proceed" on a signed contract.
Greiner's backlog at December 31, 1995 was approximately $170,000,000 and
at December 31, 1994 was approximately $162,000,000. Management estimates that
approximately $100,000,000 of services included in Greiner's backlog at
December 31, 1995 will be performed in 1996. Greiner also expects additional
revenue in 1996 from sales generated in 1996 which are not included in the
December 31, 1995 backlog.
The composition of backlog as of the dates indicated was as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------------
1995 1994
------------ ------------
<S> <C> <C>
Category I backlog $ 98,000,000 $ 98,000,000
Category II backlog 72,000,000 64,000,000
------------ ------------
Total backlog $170,000,000 $162,000,000
============ ============
</TABLE>
Greiner's backlog is subject to revision from time to time due to
cancellations, modifications or changes in the scope of work or changes in
design and construction schedules of particular projects. While Greiner
management believes that its backlog estimates are accurate, there can be no
assurance that such backlog will be realized.
COMPLIANCE WITH ENVIRONMENTAL LAWS
Compliance with Federal, state and local regulations which have been
enacted or adopted relating to the protection of the environment is not
expected to have any material effect upon the capital expenditures, earnings
and competitive position of Greiner. However, such compliance by Greiner's
clients may increase the need for the environmental related services which
Greiner provides.
EMPLOYEES
At December 31, 1995 Greiner employed approximately 1,500 persons, which
include registered professionals (engineers, architects and surveyors);
technicians; and management and administrative personnel.
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<PAGE> 57
Except for approximately 25 surveyors located in California, none of Greiner's
employees is represented by a labor union. Greiner considers its relations
with its employees to be good.
PROPERTIES
Greiner's executive office is located in Irving, Texas and occupies
approximately 13,300 square feet of space. The office is leased for a term
expiring in 1999.
Greiner's subsidiaries lease approximately 400,000 square feet of office
space which includes the principal offices used for engineering and planning or
architectural services. These principal offices are located in Grand Rapids,
Michigan; Orlando, Florida; Phoenix, Arizona; Santa Ana and Pleasanton,
California; Tampa, Florida; Timonium, Maryland; Rocky Hill, Connecticut; and
Hong Kong.
LEGAL PROCEEDINGS
Certain subsidiaries of Greiner have been named as defendants in legal
proceedings wherein substantial damages are claimed. Such proceedings are not
uncommon in its business and usually involve claims against multiple defendants
who were involved in the project which is the subject of the proceeding.
Historically, Greiner's subsidiaries have been successful in defending such
actions or have settled them within insured limits. In the opinion of
management, based upon its present knowledge, Greiner's ultimate liability, if
any, in these proceedings is not expected to exceed amounts previously provided
for in the consolidated financial statements. See "Risk Factors - Legal
Proceedings / Liability Insurance Coverage."
49
<PAGE> 58
URS MANAGEMENT
EXECUTIVE OFFICERS OF URS
<TABLE>
<CAPTION>
NAME POSITION HELD AGE
---- ------------- ---
<S> <C> <C>
Martin M. Koffel Chief Executive Officer, President and Director of URS from May 56
1989; Chairman of the Board from June 1989; Director, Regent
Pacific Corporation since 1993.
Kent P. Ainsworth Vice President and Chief Financial Officer of URS from January 49
1991; Secretary of the Company from May, 1994; financial
consultant from March 1990 through December 1990; Vice
President and Chief Financial Officer of DiGiorgio Corporation
from November 1987 through February 1990.
Marvin J. Bloom Senior Vice President and Regional Manager of URS Consultants, 54
Inc., a wholly-owned subsidiary of URS, since January 1993;
Senior Vice President and Division Manager of same from
December 1992 through January 1993; Vice President and Division
Manager of same from March 1991 through December 1992; Vice
President and Branch Manager of same from August 1990 through
February 1991; Deputy Division Manager of Sverdrup Corporation
from June 1987 through August 1990.
Joseph Masters Vice President, Legal of URS since July 1994; Vice President, 39
Director of Legal Affairs of URS Consultants, Inc., a wholly-
owned subsidiary of URS, from April 1994 to July 1994; Vice
President, Associate General Counsel of same from May 1992 to
April 1994; outside counsel to URS from January 1990 to May
1992; Vice President of URS Consultants, Inc., a wholly-owned
subsidiary of URS, from December 1989 to January 1990;
Secretary and Senior Counsel to URS from February 1989 to
January 1990.
Peter J. Pedalino Vice President and Treasurer of URS Consultants, Inc., 48
("URSC"), URS's principal subsidiary, since July 1989.
Charles A. Rodenfels Senior Vice President of Architectural Services, URS 40
Consultants, Inc., a wholly-owned subsidiary of the Company,
and National Director of Architectural Services from July 1993;
Senior Vice President, URS Consultants, Inc. - Ohio, Ohio
Division Manager from November 1990 to July 1993; Vice
President, URS Consultants, Inc. - Ohio, Ohio Branch Manager
from November 1989 to November 1990; Director of Business
Development, URS Consultants, Inc. - Ohio Columbus office,
November 1981 to November 1989.
Irwin L. Rosenstein President of URSC, and Director of URS since February 1989; 59
Vice President of URS since 1987; President of Eastern Region
of URSC from August 1986 to February 1989.
Martin S. Tanzer Ph.D. Executive Vice President of URSC since February 1989. Vice 51
President of same from 1984 through February 1989.
</TABLE>
50
<PAGE> 59
DIRECTORS OF URS
<TABLE>
<CAPTION>
YEAR
FIRST
NAME OF DIRECTOR PRINCIPAL OCCUPATION AGE ELECTED
---------------- -------------------- --- -------
<S> <C> <C> <C>
Richard C. Blum Chairman and President, Richard C. Blum & Associates, 60 1975
Inc. ("RCBA, Inc."), the sole general partner of Richard
C. Blum & Associates, L.P., a merchant banking firm
("RCBA, L.P."); Vice Chairman of the Board of Directors
and financial consultant to URS; Director of National
Education Corporation since 1985; Vice Chairman of
Shanghai Pacific Partners, Inc. since 1986; Director of
Sumitomo Bank of California since 1987; Director of
Northwest Airlines Corp. since 1989; Director of Shaklee
Corporation since 1990; Director of Triad Systems
Corporation since 1992; Director of CB Commercial since
1993.
Emmet J. Cashin, Jr. Chairman of Cashin Investments since 1993; Trustee, 73 1972
Thompson Mckinnon Asset Management, Inc. (Pimco Advisory
Funds) since 1980; Chairman and Chief Executive Officer,
Fox Group, a real estate investment corporation, from
1968 to 1993.
Armen Der Marderosian Senior Vice President, Technology and Systems, GTE 58 1994
Corporation, since 1995, Executive Vice President and
General Manager, 1993 to 1995, and Vice President and
General Manager, 1990 to 1992, GTE Government Systems
Corporation.
Adm. S. Robert Foley, Jr., USN Vice President, Raytheon International Inc. and 67 1994
(Ret.) President, Raytheon Japan since January 1995; Director
of New Japan Radio Company since 1995; Vice President,
Commercial Marketing and Planning, Raytheon Corporation,
1991 to 1993; Vice Chairman, ICF Kaiser Engineers, 1990
to 1991. Assistant Secretary for Defense Programs,
United States Department of Energy, 1985 to 1987; served
in United States Navy, 1950 to 1985, including
Commander-In-Chief, U.S. Pacific Fleet, 1982 to 1985.
Martin M. Koffel Chief Executive Officer and President of URS since May 56 1989
1989; Chairman of the Board since June 1989; Director of
Regent Pacific Management Corporation since 1993.
Richard B. Madden Retired Chairman, since 1994, Chairman, from 1977 to 66 1992
1994, and Chief Executive Officer, from 1971 to 1994, of
Potlatch Corporation; Director of Potlatch Corporation
since 1971; Director of Pacific Gas and Electric Company
since 1977; Director of Consolidated Freightways, Inc.
since 1992; Director of Pacific Gas Transmission Company
since 1994.
Richard Q. Praeger Management and Engineering consultant since 1974; Owner, 71 1970
Transition Books, a book store, since 1979; prior to
November 1974, President, URS/Madigan-Praeger,
Incorporated.
</TABLE>
51
<PAGE> 60
<TABLE>
<S> <C> <C> <C>
Irwin L. Rosenstein President, URSC, since February 1989; Vice President of 59 1989
URS since 1987.
William D. Walsh General Partner, Sequoia Associates, a private 65 1988
investment firm, since 1983; Chairman of the Board of
Champion Road Machinery, Ltd. and Newell Industrial
Corporation since 1988; Director of National Education
Corporation since 1987; Director of Basic Vegetable
Products since 1990; Director of Acquisition Newcourt
Credit Group, Inc. and Consolidated Freightways, Inc.
since 1994.
</TABLE>
52
<PAGE> 61
EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
ANNUAL COMPENSATION
----------------------------------------
OTHER ANNUAL
COMPENSATION
SALARY BONUS (1)
NAME PRINCIPAL POSITION YEA R ($) ($) ($)
- - --------------- ------------------------- ---- -------- -------- -------------
<S> <C> <C> <C> <C> <C>
Martin M. Chairman of the Board; 1995 $385,000 $280,261 $1,585
Koffel Chief Executive 1994 $385,000 $283,580 $1,585
Officer; President 1993 $385,000 $0 $3,220
Irwin L. Vice President; 1995 $300,000 $190,659 $1,190
Rosenstein President, URS 1994 $300,400 $169,106 $840
Consultants, Inc. 1993 $300,000 $0 $261
Martin S. Executive Vice 1995 $238,780 $122,019 $1,904
Tanzer, Ph.D. President, URS 1994 $224,555 $99,209 $1,344
Consultants, Inc. 1993 $220,000 $0 $492
Kent P. Vice President; Chief 1995 $188,986 $94,633 $0
Ainsworth Financial Officer; 1994 $185,000 $90,844 $0
Secretary 1993 $179,434 $0 $0
Joseph Masters Vice President - Legal 1995 $130,000 $31,544 $0
1994 $119,237 $21,489 $0
1993 $104,998 $5,000 $0
====================================================================================================
<CAPTION>
LONG TERM COMPENSATION
------------------------------------------
AWARDS PAYOUTS
---------------------------- -------
RESTRICTED SECURITIES
STOCK UNDERLYING
AWARD(S) OPTIONS/ LTIP ALL OTHER
(2) SARS PAYOUTS COMPENSATION
NAME ($) (#) ($) ($)
---------------- ----------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C>
Martin M. $0 25,000 $0 $40,775 (3)
Koffel $0 40,000 $0 $39,639
$0 0 $0 $35,606
Irwin L. $0 25,000 $0 $13,270 (4)
Rosenstein $0 25,000 $0 $18,105
$0 0 $0 $16,707
Martin S. $0 15,000 $0 $10,610 (5)
Tanzer, Ph.D. $0 27,500 $0 $22,431
$0 0 $0 $33,469
Kent P. $0 12,000 $0 $1,500 (6)
Ainsworth $0 10,000 $0 $1,500
$0 0 $0 $1,803
Joseph Masters $0 2,400 $0 $1,100 (7)
$0 3,000 $0 $ 842
$0 0 $0 $1,100
====================================================================================================
</TABLE>
(1) The amounts in this column primarily represent automobile allowances.
(2) The aggregate number and value as of october 31, 1995 of each of the
Named Executive's restricted share holdings are as follows: Mr.
Koffel, 0 shares, $0; Mr. Rosenstein, 0 shares, $0; Dr. Tanzer, 5,000
shares, $28,750; Mr. Ainsworth, 7,500 shares, $43,125; Mr. Masters, 0
shares, $0. Dr. Tanzer's and Mr. Ainsworth's shares vested in 1995.
(3) Consists of matching contributions of $1,500 paid pursuant to URS'S
Defined Contribution Plan, a $2,241 cost of living adjustment to
amounts previously credited under URS'S Selected Executives Deferred
Compensation Plan, and $10,464 of term life insurance premiums and
$26,550 of disability insurance premiums paid pursuant to Mr. Koffel's
Employment Agreement (see "Employment Agreements").
(4) Consists of matching contributions of $1,500 paid by the Company
pursuant to URS'S Defined Contribution Plan, $5,770 paid by URS for
the surrender of accrued vacation time, a $4,397 cost of living
adjustment to amounts previously credited under URS's Selected
Executives Deferred Compensation Plan and $1,603 for life and
disability insurance premiums.
(5) Consists of matching contributions of $1,500 paid by the URS pursuant
to URS's Defined Contribution Plan, $4,616 paid by URS for the
surrender of accrued vacation time, a $2,521 cost of living adjustment
to amounts previously credited under URS's Selected Executives
Deferred Compensation Plan and $1,973 for life and disability
insurance premiums.
(6) Consists of matching contributions of $1,500 paid by URS pursuant to
URS's Defined Contribution Plan.
(7) Consists of matching contributions of $1,100 paid by URS pursuant to
URS's Defined Contribution Plan.
52
<PAGE> 62
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
---------------------------------------------------------------------------------- -------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
------------------ ------------ ------------ ----------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
M. M. Koffel 25,000 12% $5.75 3/21/2005 90,404 229,100
I. L. Rosenstein 25,000 12% $5.75 3/21/2005 90,404 229,100
M. S. Tanzer 15,000 7% $5.75 3/21/2005 54,242 137,460
K. P. Ainsworth 12,000 6% $5.75 3/21/2005 43,394 109,968
J. Masters 2,400 1% $5.75 3/21/2005 8,679 21,994
</TABLE>
53
<PAGE> 63
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (#) FY-END ($)(1)
---------------- ---------------
SHARES ACQUIRED VALUE
ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
-------------------- --------------- -------- ---------------- ---------------
<S> <C> <C> <C> <C>
M. M. Koffel 0 $0 372,333 $1,118,000
51,667 $15,625
I. L. Rosenstein 0 $0 76,592 $0
41,667 $15,625
M. S. Tanzer 0 $0 49,366 $3,750
33,334 $16,875
K. P. Ainsworth 0 $0 63,334 $0
18,667 $7,500
J. Masters 0 $0 3,500 $0
4,400 $1,500
</TABLE>
(1) Based on 1995 fiscal year-end share price equal to $6.375.
54
<PAGE> 64
DIRECTORS' COMPENSATION
During fiscal year 1995, the non-employee members of URS's Board of
Directors received an annual director's fee of $15,000, plus an attendance fee
of $2,000 for each URS Board of Directors meeting attended, and a fee of $500
for participation in any telephonic URS Board of Directors meeting.
Non-employee directors who are members of a committee of the Board received
$625 for each committee meeting attended and the Chairman of the committee
received an additional $625 per meeting. Employee members of the URS Board of
Directors did not receive any such fees. In addition, URS maintains a policy
whereby non-employee directors may be hired on an as-needed basis from time to
time as consultants for special projects at the rate of up to $3,000 per day
(plus reasonable expenses) upon the recommendation of the Chiarman of the Board
or any officer designated by the Chairman of the Board.
Upon the conclusion of each Annual Meeting of Stockholders, each
non-employee director who is reelected to serve as a director automatically
receives an option to purchase 1,000 shares under the 1991 Stock Incentive
Plan. During fiscal year 1995, Messrs. Blum, Cashin, Der Marderosian, Foley,
Madden, Praeger and Walsh each received an option to purchase 1,000 shares
under the 1991 Stock Incentive Plan for services rendered as non-employee
directors during fiscal year 1995. Employee members of the URS Board of
Directors did not receive any such options.
Richard C. Blum, a director of URS, receives $60,000 per year for services
provided under a consulting agreement with URS. In addition, URS pays $90,000
per year to RCBA, L.P. under a separate consulting agreement. URS may
terminate these consulting agreements at any time. RCBA, Inc., in its capacity
as the sole general partner of RCBA, L.P., indirectly through several entities,
holds 2,472,693 shares (assuming the exercise of certain warrants), or
approximately 34 percent, of URS's outstanding Common Stock. Mr. Blum is the
majority stockholder of RCBA, Inc.
EMPLOYMENT AGREEMENTS
Martin M. Koffel. Mr. Koffel has an evergreen employment agreement with
URS, executed in December 1991, under which Mr. Koffel is eligible for a target
bonus equal to 60 percent of his base salary and received an annual base salary
of not less than $385,000 through December 17, 1995. On December 15, 1995, the
Compensation/Option Committee increased Mr. Koffel's annual base salary,
effective December 18, 1995, to $415,000. The agreement obligates URS to
reimburse Mr. Koffel for the cost of maintaining disability insurance
providing monthly benefits of not less than $10,000 in the event of his
disability and provides for certain supplemental life insurance benefits which
currently are in the form of a $1,155,000 term life insurance policy. If Mr.
Koffel's employment is terminated involuntarily by URS without cause (other
than by reason of death or disability), URS must pay a severance payment equal
to 150 percent of his then current base salary and his then current target
bonus. If Mr. Koffel ceases to be employed by URS for any reason other than
for cause within one year following a Change in Control (see below), he becomes
entitled to a special severance payment equal to three times the sum of his
then current base salary and his then current target bonus. In addition, all
awards held by Mr. Koffel under any of URS's incentive, deferred compensation,
bonus, stock and similar plans, to the extent unvested, will become vested
immediately upon a Change in Control. A Change in Control is defined in the
agreement to include (i) a change in control required to be reported pursuant
to Item 6(e) of Schedule 14A of Regulation 14A under the Securities Exchange
Act of 1934, as amended, or (ii) any person acquiring 20 percent or more of the
voting power of URS or (iii) more than two-thirds of the Directors not having
served on the Board for 24 months prior to the Change in Control.
Under the terms of an earlier employment agreement executed in May 1989,
Mr. Koffel was granted SARs on 15,000 shares at the base price of $28.75 which
expire upon the earlier of May 9, 1999 or the termination of Mr. Koffel's
employment with URS. At URS's option, Mr. Koffel's SARs may at any time be
replaced with options to purchase URS Common Stock on the same economic basis
as the SARs. The SARs are fully vested.
Irwin L. Rosenstein. Mr. Rosenstein has an evergreen employment agreement
with URSC, executed in August 1991, under which Mr. Rosenstein received an
annual base salary of not less than $300,000 from March 2,
55
<PAGE> 65
1992 through December 17, 1995. On December 15, 1995, the Compensation/Option
Committee increased Mr. Rosenstein's annual base salary, effective December 18,
1995, to $315,000. The agreement also obligates URS to maintain a $400,000
term life insurance policy for Mr. Rosenstein and disability insurance
providing him with benefits of at least $7,000 per month in the event of his
disability. If Mr. Rosenstein's employment is terminated involuntarily by URS
without cause (other than by reason of death or disability) he is entitled to
continuation of his base salary for one year (or until normal retirement at age
65, if less). Under the agreement, as amended, if Mr. Rosenstein ceases to be
employed by URS within one year following a Change of Control (see below), Mr.
Rosenstein will be entitled to receive a severance payment equal to 200 percent
of his then current base salary. Change in Control is defined in Mr.
Rosenstein's agreement as the acquisition by any person of 51 percent of more
of URSC's or URS's then current outstanding securities having the right to vote
at elections of Directors.
Under the terms of an earlier employment agreement executed in February
1989, Mr. Rosenstein was granted SARs on 7,500 shares at the base price of
$27.50 which expire upon the earlier of February 24, 1999 or the termination of
Mr. Rosenstein's employment with URS. At URS's option, Mr. Rosenstein's SARs
may at any time be replaced with options to purchase URS Common Stock on the
same economic basis as the SARs. The SARs are fully vested.
Martin S. Tanzer, Ph.D. Dr. Tanzer has an evergreen employment agreement
with URSC, executed in August 1991, under which Dr. Tanzer received an annual
base salary of $220,000 from November 1, 1992 through November 14, 1994 and
$240,000 from November 15, 1994 through December 17, 1995. On December 15,
1995, the Compensation/Option Committee increased Dr. Tanzer's annual base
salary, effective December 18, 1995, to $250,000. The agreement also obligates
URS to maintain a $400,000 term life insurance policy for Dr. Tanzer and
disability insurance providing him with benefits of at least $7,000 per month
in the event of his disability. If Dr. Tanzer's employment is terminated
involuntarily by URS without cause (other than by reason of death or
disability) he is entitled to continuation of his base salary for one year (or
until normal retirement at age 65, if less). Under the agreement, as amended,
if Dr. Tanzer ceases to be employed by URS within one year following a Change
of Control (as defined above in the description of Mr. Rosenstein's employment
agreement), Dr. Tanzer will be entitled to receive a severance payment equal to
200 percent of his then current base salary.
Under the terms of an earlier employment agreement executed in February
1989, Dr. Tanzer was granted SARs on 5,000 shares at the base price of $26.25
which expire upon the earlier of February 27, 1999 or the termination of Dr.
Tanzer's employment with URS. At URS's option, Dr. Tanzer's SARs may at any
time be replaced with options to purchase URS Common Stock on the same economic
basis as the SARs. The SARs are fully vested.
Kent P. Ainsworth. Mr. Ainsworth executed an evergreen employment with URS
in May 1991 following his employment as URS's Vice President and Chief
Financial Officer in January 1991. Under this employment agreement, Mr.
Ainsworth received an annual base salary of $165,000 from February 24, 1992
through March 22, 1993, $185,000 through December 14, 1994, and $195,000
through December 17, 1995. On December 15, 1995, the Compensation/Option
Committee increased Mr. Ainsworth's annual base salary, effective December 18,
1995, to $205,000. If Mr. Ainsworth's employment is terminated involuntarily
by URS without cause (other than by reason of death or disability), he is
entitled to continuation of his base salary for one year (or until normal
retirement at age 65, if less). If Mr. Ainsworth is terminated by URS other
than for cause or voluntarily leaves for specified reasons within one year
following a Change of Control (as defined in the description of Mr. Koffel's
employment agreement), Mr. Ainsworth will be entitled to receive a severance
payment equal to 280 percent of his then current base salary (reduced pro rata
if such termination occurs within two years prior to normal retirement). In
addition, all awards held by Mr. Ainsworth under any of URS's incentive,
deferred compensation, bonus, stock and similar plans, to the extent unvested,
will become vested immediately upon a Change of Control.
Joseph Masters. Mr. Masters does not have a written employment agreement
with URS. Mr. Masters's compensation is reviewed and established periodically
by the Compensation/Option Committee. In fiscal year 1995, Mr. Masters's
annual base salary was $130,000. On December 15, 1995, the Compensation/Option
Committee increased Mr. Masters's annual base salary, effective December 18,
1995, to $140,000. Mr. Masters has a severance agreement with URS, executed on
November 22, 1993, which provides that if Mr. Masters is terminated
56
<PAGE> 66
by URS other than for cause or voluntarily leaves for specified reasons within
one year following a Change of Control (as defined in the description of Mr.
Koffel's employment agreement), Mr. Masters will be entitled to receive his
base salary and participate in any insurance plans maintained by URS during a
severance period commencing on the date his employment terminates and ending on
the earlier of six months thereafter or his death.
PRINCIPAL URS STOCKHOLDERS
The following table contains information as of January 15, 1996 as to the
beneficial ownership of URS Common Stock, including URS Common Stock obtainable
upon the exercise of warrants ("warrant shares") and upon exercise of stock
options exercisable on or prior to March 16, 1996, by each director and nominee
for director and the executive officers. To URS's knowledge, the persons named
in the table have sole voting and investment power with respect to all URS
Common Stock shown as beneficially owned by them, subject to applicable
community property laws and except as otherwise noted.
<TABLE>
<CAPTION>
Name and Address Number of Shares Percent of Class(1)
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Richard C. Blum & Associates, L.P.
909 Montgomery Street
San Francisco, CA 94133
(directly)(2) 996 shares Less than 1%
(through the following
entities)(3):
BK Capital Partners 104,719 shares 6.71%
403,546 warrant shares
508,265
BK Capital Partners II 117,869 shares 6.89%
403,546 warrant shares
521,415
BK Capital Partners III 248,738 shares 5.00%
115,299 warrant shares
364,037
The Common Fund 1,077,980 shares 15.04%
Richard C. Blum(4) 17,841 shares Less than 1%
Emmet J. Cashin, Jr.(5) 8,000 shares Less than 1%
Martin M. Koffel(6) 357,333 shares 4.75%
Richard B. Madden(7) 7,000 shares Less than 1%
Richard Q. Praeger(8) 12,211 shares Less than 1%
Irwin L. Rosenstein(9) 71,206 shares Less than 1%
William D. Walsh(10) 8,500 shares Less than 1%
Martin S. Tanzer, Ph.D.(11) 49,866 shares Less than 1%
</TABLE>
57
<PAGE> 67
<TABLE>
<S> <C> <C>
Kent P. Ainsworth(12) 70,834 shares Less than 1%
Joseph Masters(13) 3,601 shares Less than 1%
All Officers and Directors 3,079,085 shares 35.54%
as a group (10 persons)(14)
</TABLE>
_________________________
(1) Percentages are calculated with respect to a holder of warrants or
options exercisable prior to March 16, 1996 as if such holder had
exercised its warrants or options. Warrant shares and option shares held
by other holders are not included in the percentage calculation with
respect to any other stockholder.
(2) Richard C. Blum is the President, Chief Executive Officer and majority
stockholder of RCBA, Inc.
(3) RCBA, Inc. is the sole general partner of RCBA, L.P., which is, in turn,
the sole general partner of BK Capital Partners, a California Limited
Partnership, BK Capital Partners II, a California Limited Partnership,
and BK Capital Partners III Limited Partnership, the address of each of
which is 909 Montgomery Street, San Francisco, California 94133. RCBA,
L.P. is an investment adviser to The Common Fund, the address of which is
909 Montgomery Street, San Francisco, California 94133. RCBA, L.P.
exercises voting and investment discretion as to all such shares.
(4) Includes 7,387 shares held directly, 2,454 shares held as beneficiary of
the RCB Keogh Plan, and currently exercisable portions of options. Does
not include shares held by RCBA, L.P. or entities managed by RCBA, L.P.,
which Mr. Blum may be deemed to own indirectly in his capacity as the
majority stockholder of RCBA, Inc., in its capacity as the sole general
partner of RCBA, L.P.
(5) Represents currently exercisable portions of options.
(6) Represents currently exercisable portions of options.
(7) Includes 5,000 shares held directly and currently exercisable portions of
options.
(8) Includes 4,211 shares held directly and currently exercisable portions of
options.
(9) Includes 2,114 shares held directly and currently exercisable portions of
options.
(10) Includes 2,500 shares held directly and currently exercisable portions of
options.
(11) Includes 5,500 shares held directly and currently exercisable portions of
options.
(12) Includes 7,500 shares held directly and currently exercisable portions of
options.
(13) Includes 101 shares held directly and currently exercisable portions of
options.
(14) Includes shares held by RCBA, L.P. and by entities managed by RCBA, L.P.,
which Mr. Blum may be deemed to own indirectly in his capacity as the
majority stockholder of RCBA, Inc., in its capacity as the sole general
partner of RCBA, L.P.
58
<PAGE> 68
GREINER MANAGEMENT
IDENTIFICATION OF EXECUTIVE OFFICERS AND OTHER KEY EMPLOYEES
The following is an alphabetical list of Greiner's executive officers and
other key employees, their ages and their positions as of February 1, 1996:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Carole A. Chaney 56 Vice President, Director of Human Resources
Robert L. Costello 44 President and Chief Executive Officer
Arnold M. Davidson 44 Treasurer
Richard L. Haury 63 Division Director - Air Transportation
T. Wallace Hawkes 58 Division Director - Surface Transportation
Melissa K. Holder 36 Corporate Secretary
William E. Kallas 49 Vice President, Director of Asian Operations
Patrick J. McColpin 38 Vice President, Chief Financial Officer
Sam Militello 58 Operations Director
William A. Stevenson 55 Division Director - Institutional
Frederick K. Walker 48 Division Director - Federal/Military and Marine
</TABLE>
There are no family relationships among the officers listed, and there are
no arrangements or understandings pursuant to which any of them were elected as
officers. All officers hold office for one year and until their successors are
elected and qualified, unless otherwise specified by the Greiner Board of
Directors; provided, however, that the Chief Executive Officer of Greiner may
remove any other officer of Greiner if he deems such removal appropriate
whether or not said officer was elected by the Board of Directors.
Business Experience
Carole A. Chaney has been Vice President, Director of Human Resources since
October 1993. Mrs. Chaney has been with Greiner for over 28 years, most
recently as human resources manager in Greiner's Pleasanton, California office.
She is a registered Senior Professional in Human Resources, accredited by the
Certification Institute of the Society of Human Resource Management.
Robert L. Costello was appointed Chief Executive Officer in August 1995 and
a Director in July 1995. He has served as President and Chief Operating
Officer since February 1994. Prior to this appointment, Mr. Costello served as
Chief Administrative and Financial Officer, Treasurer and Executive Vice
President of Greiner. He has been employed with Greiner or its subsidiaries
for over 17 years and holds a master's degree in business administration from
the University of Oregon.
Arnold M. Davidson was elected Treasurer of Greiner in May 1994. Prior to
that he had served as Assistant Treasurer since May 1987. Mr. Davidson also
served as Assistant Secretary from June 1985 to May 1990. He has been employed
by Greiner or its subsidiaries for more than 18 years and has served in an
executive capacity for more than eight years. Mr. Davidson is a graduate of
San Diego State University and is a certified public accountant.
Richard L. Haury is the Division Director, Air Transportation, and has been
employed with Greiner for over 31 years. Mr. Haury's experience includes
managing, directing, coordinating, planning and engineering for major,
multidiscipline projects. He graduated from Auburn University with a degree in
civil engineering and is a registered professional engineer.
T. Wallace Hawkes is the Division Director, Surface Transportation, and has
been employed with Greiner for over 38 years. In May 1992, Mr. Hawkes was
appointed to the management committee of NTA, a partnership formed to
participate in public/private transportation projects. He has extensive
experience in all aspects of highway planning and design and is a registered
professional engineer.
59
<PAGE> 69
Melissa K. Holder was elected Corporate Secretary in February 1994. Mrs.
Holder previously served as Assistant Secretary since May 1990. She currently
has responsibility for the Management of Administrative Services for Greiner.
Mrs. Holder earned her Bachelors degree from Sam Houston State University. She
has been employed by Greiner for over 10 years.
William E. Kallas was appointed Director of Asian Operations in December
1994 and has served as Vice President since May 1991. Mr. Kallas previously
served as Director of Marketing of Greiner and was Marketing Manager for the
north and midwest operations. He has been employed by Greiner for 27 years and
is a registered professional engineer. Mr. Kallas holds both Bachelors and
Masters degrees in civil engineering from the University of Maryland.
Patrick J. McColpin was appointed Vice President and Chief Financial
Officer in May 1994. From 1991 to 1994, Mr. McColpin was Executive Vice
President for Integra Management Company, and from 1992-1994, he was Vice
President of Integra-A Hotel and Restaurant Company, both in Irving, Texas.
Prior to that position, Mr. McColpin was employed for 13 years by the public
accounting firm of Deloitte and Touche. Mr. McColpin holds a Bachelors degree
from the University of Texas and is a certified public accountant.
Sam Militello is an Operations Director and has been employed with Greiner
for over 34 years. Mr. Militello's professional experience includes management
responsibility for a wide variety of projects, including roadway and airport
projects. He graduated from the University of Florida with a degree in civil
engineering and is a registered professional engineer.
William A. Stevenson is the Division Director for the Institutional
Division of Greiner, and has been employed with Greiner for over 26 years. In
January 1996, he assumed responsibility as Managing Principal for Greiner's
Grand Rapids, Michigan office. Mr. Stevenson has extensive experience in the
architectural design of health care, educational and vocational facilities. He
graduated from Cornell University with a degree in architecture and is a
registered architect.
Frederick K. Walker is the Division Director for the Federal/Military and
Marine Divisions of Greiner, and has been employed with Greiner for over 23
years. Mr. Walker was previously Division Manager for the Air/Marine
Transportation Division of Greiner's Tampa office operations, and has extensive
experience in multi-discipline design and construction of airports and military
facilities. He received an undergraduate degree from Ohio Wesleyan University,
a Master of Science in Civil Engineering from Case Western Reserve University,
and a Master of Science degree from Georgia Institute of Technology and is a
registered professional engineer.
60
<PAGE> 70
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation. The following table shows
all cash compensation paid by Greiner during the fiscal years indicated to the
Chief Executive Officers and the four highest-paid executive officers of
Greiner in 1995 in all capacities in which they served:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------------- -------------------------------
AWARDS PAYOUTS
------------------- ---------
OTHER
NAME ANNUAL RESTRICTED NO. OF LONG-TERM
AND PRINCIPAL FISCAL COMPEN- STOCK OPTIONS INCENTIVE ALL OTHER
POSITION YEAR SALARY BONUS SATION AWARDS /SARS PAYOUTS COMPEN-SATION
- - -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Frank T. Callahan, 1995 $128,000 $ - - - 16,000 - $61,261(B)
Chairman of the 1994 165,000 24,000 - - 15,000 - 8,096
Board and Chief 1993 164,500 70,000 - - 5,000 - 16,754
Executive Officer
(A)
Robert L. Costello 1995 140,000 - - - 16,000 - 10,558(D)
President and 1994 129,600 24,000 - - 20,000 - 13,807
Chief Executive 1993 109,800 38,000 - - 5,000 - 10,004
Officer
(C)
William E. Kallas 1995 141,500 - 19,038(E) - 4,000 - 37,534(F)
Director of Asian 1994 106,500 12,000 - - 4,000 - 8,122
Operations 1993 104,000 37,000 - - 2,000 - 10,593
Mark S. Anderson 1995 130,000 - - - 4,000 - 12,154(H)
Operation Director 1994 130,000 11,000 - - 4,000 - 8,122
(G) 1993 129,100 35,000 - - 3,000 - 10,593
Richard L. Haury 1995 117,000 - - - 9,000 - 1,410(I)
Division Director, 1994 117,000 13,000 - - 4,000 - 41,523
Air/Marine 1993 116,700 35,000 - - 3,000 - 12,051
Transportation
T. Wallace Hawkes, 1995 117,000 - - - 9,000 - 8,319(J)
Division Director, 1994 117,000 11,000 - - 4,000 - 5,685
Surface 1993 116,000 45,000 - - 3,000 - 16,766
Transportation
</TABLE>
(A) Mr. Callahan retired as Chairman and Chief Executive Officer in July 1995.
He maintained his seat on the Board of Directors.
(B) "All Other Compensation" for the 1995 fiscal year for Mr. Callahan includes
the following items: $757 - for company-paid life insurance; $2,491 - for
company-paid executive medical plan; $58,013 for relocation expenses and
retirement payments. Also, in connection with Mr. Callahan's retirement, a
consultant's agreement providing $6,000 in monthly payments for 36 months
was executed.
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<PAGE> 71
(C) Mr. Costello was appointed Chief Executive Officer in July 1995. He
continues to also serve as President and Chief Operating Officer.
(D) "All Other Compensation" for Mr. Costello for the 1995 fiscal year includes
the following items: $263 - for company-paid life insurance; $2,495 - for
company-paid executive medical plan; and $7,800 - cash out of accrued
vacation time.
(E) Mr. Kallas received $19,038 in Other Annual Compensation for services
related to his employment in Hong Kong.
(F) "All Other Compensation" for Mr. Kallas for the 1995 fiscal year includes
the following items: $1,412 - for company-paid life insurance; $3,710 -
for company-paid executive medical plan; $788 - cash out of accrued
vacation time; and $31,624 for relocation expenses.
(G) Mr. Anderson resigned December 22, 1995.
(H) "All Other Compensation" for Mr. Anderson for the 1995 fiscal year includes
the following items: $263 - for company-paid life insurance; $3,710 - for
company-paid executed medical plan; and $8,181 - cash out of accrued
vacation at resignation.
(I) "All Other Compensation" for Mr. Haury for the 1995 fiscal year includes
the following items: $652 - for company- paid life insurance; and $758 -
for company-paid executive medical plan.
(J) "All Other Compensation" for Mr. Hawkes for the 1995 fiscal year includes
the following items: $519 - for company- paid life insurance; $1,955 - for
company-paid executive medical plan; and $5,845 - cash out of accrued
vacation time.
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<PAGE> 72
Greiner Options. The following table contains information concerning the
grant of stock options made during fiscal 1995 under Greiner's 1991 Stock
Option Plan to the named executive officers:
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR (A)
POTENTIAL REALIZABLE
VALUE OF ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
OPTION TERM (B)
--------------------------------------------------------------------------------
% OF TOTAL
NO. OF OPTIONS
OPTIONS GRANTED TO EXERCISE
GRANTED EMPLOYEES IN PRICE EXPIRATION
NAME (C) (D) FISCAL YEAR (PER SHARE) DATE 5% 10%
- - --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Frank T. Callahan . . 16,000 14.7% $10.375 08/31/95(E) $ - $ -
Robert L. Costello . 16,000 14.7% 10.375 01/11/2000 45,862 101,344
William E. Kallas . . 4,000 3.7% 10.375 01/11/2000 11,465 25,336
Mark S. Anderson . . 4,000 3.7% 10.375 12/22/95(F) - -
Richard L. Haury . . 9,000 8.3% 10.375 01/11/2000 25,797 57,006
T. Wallace Hawkes . . 9,000 8.3% 10.375 01/11/2000 25,797 57,006
</TABLE>
__________________
(A) No SARs were granted to any of the named executives during the last fiscal
year.
(B) Potential realizable value illustrates what might be realized upon exercise
of options at assumed compounded rates of appreciation. The actual value,
if any, will depend on the excess of market value over option price on the
date stock is sold after it is exercised.
(C) Options granted in 1995 are 30% exercisable one year from date of grant,
with an additional 30% exercisable two years from date of grant and the
remaining 40% exercisable three years from date of grant for all options
except Mr. Costello's, which are exercisable as follows: 8% one year from
grant, 10% two years from grant; 10% three years from grant; 45% four years
from grant and the final 27% on January 11, 2000.
(D) All options were granted for a term of five years, subject to earlier
termination in certain events.
(E) Mr. Callahan's options granted in 1995 lapsed upon his retirement at August
31, 1995.
(F) Mr. Anderson's options lapsed upon his resignation on December 22, 1995.
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<PAGE> 73
Option/SAR Exercises and Holdings. The following table sets forth
information, with respect to the named executive officers, concerning the
exercise of options during the last fiscal year and unexercised options held as
of the end of the fiscal year.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR-END OPTION/SAR VALUE
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FISCAL YEAR-END FISCAL YEAR-END (A)
-------------------------- --------------------------
NO. OF
SHARES VALUE
ACQUIRED ON REALIZED
NAME EXERCISE (B) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ---------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Frank T. Callahan . . 0
Robert L. Costello . 0 0 15,500 34,000 1,750 52,000
William E. Kallas . . 0 0 5,400 7,600 150 12,850
Mark S. Anderson . . 6,200 0 0 0 0 0
Richard L. Haury . . 0 0 11,500 13,000 1,400 28,475
T. Wallace Hawkes . . 0 0 10,500 13,000 1,025 28,475
</TABLE>
_____________________
(A) Market value of underlying securities at December 31, 1995, minus the
exercise price.
(B) Market value of underlying securities on date of exercise, minus the
exercise price.
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<PAGE> 74
BENEFICIAL OWNERSHIP OF GREINER COMMON STOCK
The following table summarizes the number of shares of Greiner Common Stock
that the Chief Executive Officers and the four highest-paid executive officers
of Greiner beneficially owned, directly or indirectly, and the percentage
thereto of the outstanding Greiner Common Stock, at December 31, 1995:
<TABLE>
<CAPTION>
PERCENT OF
SHARES OF OUTSTANDING
NAME COMMON STOCK SHARES
--------------------- ------------ -----------
<S> <C> <C>
Frank T. Callahan 27,392 (A) .58%
Robert L. Costello 26,905 (B) .57%
William E. Kallas 9,401 (C) .20%
Mark S. Anderson 17,221 (D) .36%
Richard L. Haury 23,313 (E) .50%
T. Wallace Hawkes 18,648 (F) .40%
</TABLE>
___________________
(A) Includes 14,825 shares of exercisable stock options and 12,567 shares held
by the Trust for the Performance Plan as of September 30, 1995 in an
account for Mr. Callahan.
(B) Includes 16,780 shares of exercisable stock options and 3,814 shares held
by the Trust for the Performance Plan as of September 30, 1995 in an
account for Mr. Costello.
(C) Includes 6,600 shares of exercisable stock options and 2,801 shares held by
the Trust for the Performance Plan as of September 30, 1995 in an account
for Mr. Kallas.
(D) Includes 2,947 shares held by the Trust for the Performance Plan as of
September 30, 1995 in an account for Mr. Anderson.
(E) Includes 14,200 shares of exercisable stock options and 6,299 shares held
by the Trust for the Performance Plan as of September 30, 1995 in an
account for Mr. Haury.
(F) Includes 13,200 shares of exercisable stock options and 2,948 shares held
by the Trust for the Performance Plan as of September 30, 1995 in an
account for Mr. Hawkes.
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<PAGE> 75
PRINCIPAL STOCKHOLDERS OF GREINER
The following table sets forth as of December 31, 1995 certain information
with respect to the beneficial ownership of Greiner Common Stock as of December
31, 1995 as to (i) each person known by Greiner to own beneficially more than
five percent of the outstanding shares of Greiner Common Stock, (ii) each
director of Greiner, and (iii) all directors and executive officers of Greiner
as a group. Except as otherwise noted, the named beneficial owner has sole
voting and investment power with respect to the shares shown.
Each person known to management to be the beneficial owner of more than 5%
of the outstanding Greiner Common Stock at February ___, 1996, is listed below.
<TABLE>
<CAPTION>
PERCENT OF
NO. OF OUTSTANDING
STOCKHOLDER ADDRESS SHARES SHARES
----------- -------- ------ ----------
<S> <C> <C> <C>
The Greiner Engineering, Inc. Performance Plan 909 East Las Colinas Boulevard, 971,783 (1) 20.66%
and Employee Stock Ownership Trust Suite 1900
Irving, Texas 75039
William H. Bowen 5646 Milton Street, Suite 900 369,289 (2) 7.70%
Dallas, Texas 75206
Brinson Partners, Inc. 209 South LaSalle 366,400 (3) 7.79%
Chicago, Illinois 60604-1295
Dimensional Fund Advisors Inc. 1299 Ocean Avenue, 11th Floor 321,971 (4) 6.84%
Santa Monica, CA 90401
Weiss, Peck & Greer One New York Plaza 317,700 (5) 6.75%
New York, New York 10004
</TABLE>
_____________________
(1) Pursuant to the terms of The Performance Plan and Employee Stock Ownership
Plan of Greiner Engineering, Inc. (the "Performance Plan"), the
participants in the Performance Plan will have an opportunity to vote
971,783 shares. The Trustees of the Performance Plan are Carole A. Chaney,
Arnold M. Davidson, Katherine L. Gardner, Thomas D. Jenkins, and Robert J.
Vensas.
(2) Includes 21,374 shares held by Camway, Inc., a corporation controlled by
Mr. Bowen, 58,042 shares held by Mr. Bowen's spouse, Bebe D. Bowen, and
7,200 shares held in trust to which Mr. Bowen has expressly disclaimed
beneficial ownership.
(3) Includes 216,616 shares held by Brinson Trust Company, its wholly-owned
subsidiary. Information as of Schedule 13G dated February 13, 1995.
(4) These shares are held by registered investment companies or investment
vehicles for qualified employee benefit plans for which Dimensional Fund
Advisors Inc. ("DFA") serves as investment manager. In the Schedule 13G
filed with Greiner, DFA has expressly disclaimed beneficial ownership of
such shares. Information as of Schedule 13G dated January 30, 1995.
(5) In the Schedule 13G filed with Greiner, Weiss, Peck & Greer has expressly
disclaimed beneficial ownership of such shares. Information as of Schedule
13G dated February 8, 1995.
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<PAGE> 76
COMPARISON OF RIGHTS OF STOCKHOLDERS OF URS AND GREINER
URS is incorporated in the state of Delaware and is subject to the
provisions of the Delaware General Corporation Law (the "DGCL"). Greiner is
incorporated in the state of Nevada and is subject to the provisions of the
Nevada General Corporation Law ("NGCL"). Following the consummation of the
Merger, stockholders of Greiner will hold URS Common Stock rather than Greiner
Common Stock and, therefore, the rights of such stockholders will be governed
by the DGCL and URS's Certificate of Incorporation (the "URS Certificate") and
URS's Bylaws.
There are many similarities between the DGCL and the NGCL, as well as
between the charter and bylaws of URS and Greiner; however, a number of
differences do exist. The following is a summary comparison of certain
differences affecting stockholder rights in the provisions of the NGCL and the
DGCL and the charter documents and bylaws of URS and Greiner. This summary
does not purport to be a complete discussion of, and is qualified in its
entirety by reference to, the corporate statutes of Nevada and Delaware, and
the URS Certificate and the URS Bylaws and the Greiner Restated Articles of
Incorporation (the "Greiner Articles") and the Greiner Bylaws.
CUMULATIVE VOTING
In an election of directors governed by cumulative voting rights, each
share of stock otherwise having one vote is entitled to a number of votes equal
to the number of directors to be elected. A stockholder may then cast all such
votes for a single nominee or may allocate them among as many nominees as the
stockholder may choose. Without cumulative voting rights, the holders of a
majority of the shares present at an annual meeting or any special meeting held
to elect directors would have the power to elect all the directors to be
elected at that meeting, and it is possible that no person could be elected
without the support of holders of a majority of the shares voting at such
meeting.
Under the DGCL and the NGCL, cumulative voting rights in the election of
directors are not mandatory and are not available to stockholders unless
provided for in the corporation's certificate of incorporation. Neither the
URS Certificate nor the Greiner Articles provide for cumulative voting rights.
STOCKHOLDER POWER TO CALL SPECIAL STOCKHOLDERS MEETINGS
Under the DGCL and the NGCL, a special meeting of stockholders may be
called by the board of directors or any other person specified in the
certificate of incorporation or bylaws. Greiner's Bylaws provide that only the
president or chairman of the board may call special meetings. URS's Bylaws
provide that special meetings of the stockholders, for any purpose or purposes,
may be called by the president, and must be called by the president or the
secretary at the request in writing of a majority of the URS Board of
Directors, or at the request in writing of stockholders owning not less than
20% of the issued and outstanding capital stock of URS entitled to vote.
SIZE OF BOARD OF DIRECTORS
Under the NGCL and the DGCL, the number of directors may be stated in the
certificate of incorporation or the bylaws, or may be determined in the manner
provided in the bylaws. Greiner's Bylaws provide that the number of directors
may be not less than three nor more than eleven, and will be determined from
time to time by resolution of the Greiner Board of Directors. Greiner's Board
of Directors currently consists of six members. URS's Bylaws provide that the
number of directors may be not less than five nor more than eleven, and will be
determined from time to time by resolution of the Greiner Board of Directors or
by the stockholders at the annual meeting. The URS Board of Directors
currently consists of nine members.
CLASSIFIED BOARD OF DIRECTORS
The DGCL and the NGCL each provide that a corporation's board of directors
may be divided into various classes with staggered terms of office; provided
that, in the case of the NGCL, at least one-fourth of the directors must be
elected annually. Classification of directors has the effect of making it more
difficult for stockholders to change the composition of a corporation's board.
At least two annual meetings of stockholders, instead of one, will
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<PAGE> 77
generally be required to effect a change in the majority of a corporation's
board. Such a delay may help ensure that the corporation's directors, if
confronted by a holder attempting to force a proxy contest, a tender or
exchange offer or other extraordinary corporate transaction, would have
sufficient time to review the proposal as well as any available alternatives to
the proposal and to act in what they believe to be the best interests of the
stockholders.
The classification provisions could also have the effect of discouraging a
third party from initiating a proxy contest, making a tender offer or otherwise
attempting to obtain control of a corporation, even though such a transaction
could be beneficial to the corporation and its stockholders. The
classification of a corporation's board might also increase the likelihood that
incumbent directors will retain their positions.
None of the Greiner Articles, Greiner Bylaws, URS Certificate or URS Bylaws
currently provide for a classified board. The adoption of a classified board
would require the vote of the stockholders of Greiner or URS.
REMOVAL OF DIRECTORS
Under the NGCL, a director may be removed by the vote of the holders of not
less than 66-2/3% of the voting power of the voting stock, subject to certain
restrictions concerning cumulative voting. However, a Nevada corporation may
include in its articles of incorporation a provision requiring the approval of
a larger percentage of the stockholders to remove a director. Any vacancy in
the board of directors may be filled by a majority of the remaining directors,
though less than a quorum, even if the vacancy is due to an increase in the
number of directors. The Greiner Bylaws do not permit cumulative voting, and
provide that directors may be removed with or without cause by the vote of not
less than 66-2/3% of the voting power of the voting stock.
Under the DGCL, a director of a corporation that does not have a classified
board of directors may be removed with or without cause by stockholder vote;
provided, that in the case of a corporation having cumulative voting, if less
than the entire board is to be removed, a director may not be removed if the
shares voted against such removal would not be sufficient to elect the director
under cumulative voting rules at an election of the Board of Directors. A
director of a corporation with a classified board of directors can be removed
only for cause unless the certificate of incorporation otherwise provides.
Since there is no controlling definition of "cause" under Delaware law, the
resolution of any dispute as to what constitutes "cause" may be a matter for
determination by the courts. The URS Certificate and Bylaws do not provide for
a classified board of directors or for cumulative voting.
VOTING REQUIREMENTS
The NGCL requires most amendments to the articles of incorporation to be
approved by the board of directors, then by the vote of the holders of a
majority of the voting stock, unless the articles of incorporation require a
greater percentage of votes. If an amendment would alter any preferences or
relative rights of a class or series of outstanding shares, it must be approved
by a majority of the outstanding shares of each class or series so affected,
regardless of limitations or restrictions on the voting power thereof. The
NGCL gives the board of directors the power to make bylaws, subject to any
limitations contained in bylaws adopted by the stockholders. The Greiner
Articles do not contain any provisions requiring a greater percentage of votes
for amendment. The Greiner Bylaws may be amended by the vote of a majority of
directors at any meeting at which a quorum is present.
Under the DGCL, a corporation with stock outstanding or subscribed
ordinarily may amend its charter provided that the amendment is advised by the
board of directors and approved by affirmative vote of a majority of all the
votes entitled to be cast. Holders of a class of stock may vote as a class if
the amendment would increase or decrease the number of authorized shares of
such class or the par value of shares of such class, or would alter the
preferences, powers, or special rights of any class so as to affect them
adversely. The URS Certificate provides that the corporation reserves the
right to amend, alter, change or repeal any provision in the certificate of
incorporation as prescribed by the DGCL. As a result, the URS Certificate may
be amended provided that the amendment is advised by the board of directors and
approved by the affirmative vote of a majority of all of the outstanding shares
of URS Common Stock.
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<PAGE> 78
BUSINESS COMBINATIONS / REORGANIZATIONS
Section 203 of the DGCL provides that, subject to certain exceptions
specified therein, a corporation shall not engage in any business combination
with any "interested stockholder" for a three-year period following the date
that such stockholder becomes an interested stockholder unless (i) prior to
such date, the board of directors of the corporation approved either the
business combination or the transaction which resulted in the stockholder
becoming an interested stockholder, (ii) upon consummation of the transaction
which resulted in the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced (excluding shares
held by directors who are also officers and employee stock purchase plans in
which employee participants do not have the right to determine confidentially
whether plan shares will be tendered in a tender or exchange offer) or (iii) on
or subsequent to such date, the business combination is approved by the board
of directors of the corporation and by the affirmative vote at an annual or
special meeting, and not by written consent, of at least 66-2/3% of the
outstanding voting stock which is not owned by the interested stockholder.
Except as specified in Section 203 of the DGCL, an interested stockholder
is defined to include (a) any person that is the owner of 15% or more of the
outstanding voting stock of the corporation or is an affiliate or associate of
the corporation and was the owner of 15% or more of the outstanding voting
stock of the corporation, at any time within three years immediately prior to
the relevant date and (b) the affiliates and associates of any such person.
For purposes of Section 203, the term "business combination" is defined
broadly to include mergers with or caused by the interested stockholder; sales
or other dispositions to the interested stockholder (except proportionately
with the corporation's other stockholders) of assets of the corporation or a
subsidiary equal to ten percent or more of the aggregate market value of the
corporation's consolidated assets or its outstanding stock; the issuance or
transfer by the corporation or a subsidiary of stock of the corporation or such
subsidiary to the interested stockholder (except for transfers in a conversion
or exchange or a pro rata distribution or certain other transactions, none of
which increase the interested stockholder's proportionate ownership of any
class or series of the corporation's or such subsidiary's stock); or receipt by
the interested stockholder (except proportionately as a stockholder), directly
or indirectly, of any loans, advances, guarantees, pledges or other financial
benefits provided by or through the corporation or a subsidiary.
The three-year moratorium imposed on business combinations by Section 203
does not apply if: (a) prior to the date on which such stockholder becomes an
interested stockholder the board of directors approves either the business
combination or the transaction which resulted in the person becoming an
interested stockholder; (b) the interested stockholder owns 85% of the
corporation's voting stock upon consummation of the transaction which made him
an interested stockholder (excluding from the 85% calculation shares owned by
directors who are also officers of the target corporation and shares held by
employee stock plans which do not permit employees to decide confidentially
whether to accept a tender or exchange offer); or (c) on or after the date such
person becomes an interested stockholder, the board approves the business
combination and it is also approved at a stockholder meeting by sixty-six and
two-thirds percent (66-2/3%) of the voting stock not owned by the interested
stockholder.
Section 203 only applies to Delaware corporations which have a class of
voting stock that is listed on a national securities exchange, are quoted on an
interdealer quotation system such as the New York Stock Exchange (as is URS) or
are held of record by more than 2,000 stockholders. A Delaware corporation may
subsequently elect not to be governed by Section 203 by an amendment to its
charter or to the bylaws, which amendment must be approved by majority
stockholder vote.
Under certain circumstances, Section 203 of the DGCL may make it more
difficult for a person who would be an "interested stockholder" to effect
various business combinations with a corporation for a three-year period,
although the corporation's certificate of incorporation or stockholders may
elect to exclude a corporation from the restrictions imposed thereunder. The
URS Certificate does not exclude URS from the restrictions imposed under
Section 203 of the DGCL. It is anticipated that the provisions of Section 203
of the DGCL may encourage companies interested in acquiring URS to negotiate in
advance with URS, since the stockholder approval
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<PAGE> 79
requirement would be avoided if a majority of the directors then in office
approve either the business combination or the transaction which results in the
stockholder becoming an interested stockholder.
Section 203 has been challenged in lawsuits arising out of ongoing takeover
disputes, and it is not yet clear whether and to what extent its
constitutionality will be upheld by the courts. Although the United States
District Court for the District of Delaware has consistently upheld the
constitutionality of Section 203, the Delaware Supreme Court has not yet
considered the issue. URS believes that so long as the constitutionality of
Section 203 is upheld, Section 203 will encourage any potential acquiror to
negotiate with URS's Board of Directors. Section 203 also has the effect of
limiting the ability of a potential acquiror to make a two-tiered bid for URS
in which all stockholders would not be treated equally. Section 203 may also
discourage certain potential acquirors unwilling to comply with its provisions.
The NGCL also prohibits certain business combinations between a corporation
and an "interested stockholder" (one beneficially holding, directly or
indirectly, at least 10% of the outstanding voting stock) for five years after
such person became an interested stockholder unless such interested
stockholder, prior to becoming an interested stockholder, obtained the approval
of the board of directors of either the business combination or the transaction
that resulted in such person becoming an interested stockholder.
Notwithstanding the foregoing, the NGCL permits business combinations that meet
all requirements of the corporation's articles of incorporation and (i) are
approved by the board of directors before the interested stockholder became an
interested stockholder (or as to which the purchase of shares made by the
interested stockholder had been approved by the board of directors before the
date of purchase), (ii) are approved by the affirmative vote of the holders of
stock representing a majority of the voting stock (excluding voting stock of
the interested stockholder and its affiliates and associates) at a meeting
called for such purpose no earlier than five years after the interested
stockholder became an interested stockholder, or (iii) the form and amount of
consideration to be received by stockholders (excluding the interested
stockholder) of the corporation satisfy certain tests and, with limited
exceptions, the interested stockholder has not become the beneficial owner of
additional voting shares of the corporation after becoming an interested
stockholder and before the business combination is consummated. A corporation
may expressly exclude itself from application of the foregoing business
combination provisions of the NGCL but Greiner has not done so.
RIGHTS OF DISSENTING STOCKHOLDERS
Under the NGCL, dissenter's rights do not exist in a merger if the holder's
shares are listed on a national securities exchange, unless the consideration
to be received in the merger is anything but cash and/or stock. Under the
DGCL, dissenters' rights are not available with respect to (a) a sale of
assets, (b) a merger by a corporation, if the shares of the corporation are
either listed on a national securities exchange or held by more than 2,000
stockholders of record or if stockholders receive shares of the surviving
corporation or of a listed or widely-held corporation, or (c) a merger in which
the corporation is the surviving corporation; provided, that no vote of its
stockholders is required to approve the merger. Because Greiner Common Stock
is listed on the NYSE and because Greiner stockholders will receive cash and
stock in the Merger, stockholders of Greiner will not be entitled to appraisal
rights with respect to the proposed Merger.
INSPECTION OF BOOKS AND RECORDS
The NGCL provides for an absolute right of inspection of a corporation's
books and records for persons holding 15% or more of the corporation's voting
shares. The DGCL, however, gives any stockholder of record the right to
inspect a corporation's books and records for a purpose reasonably related to
such person's interest as a stockholder.
DIVIDENDS
The NGCL permits the payment of dividends, if authorized by the Board of
Directors, however, dividends may not be paid if, after giving it effect, the
corporation would not be able to pay its debts as they become due or the
corporation's assets would be less than the corporation's total liabilities
plus whatever amount would be needed to satisfy preferential rights under
dissolution.
The DGCL also permits the payment of dividends out of surplus or, if there
is no surplus, out of net profits for the current and preceding fiscal years
(provided that the amount of capital of the corporation is not less than the
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<PAGE> 80
aggregate amount of the capital represented by the issued and outstanding stock
of all classes having a preference upon the distribution of assets). In
addition, Delaware law generally provides that a corporation may redeem or
repurchase its own shares only if such redemption or repurchase would not
"impair the capital" of the corporation. The ability of a Delaware corporation
to pay dividends on, or redeem or to make repurchases or redemptions of, its
shares is dependent on the financial status of the corporation standing alone
and not on a consolidated basis. In determining the amount of surplus of a
Delaware corporation, the assets of the corporation, including stock of
subsidiaries owned by the corporation, must be valued at their fair market
value as determined by the board of directors, without regard to their
historical value.
The Greiner Bylaws provide that dividends may be paid at the discretion of
the Greiner Board. Greiner has paid dividends since 1988. URS has not paid
cash dividends since 1986. See "Summary - Dividend Policy."
LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS
Both the NGCL and the DGCL permit a corporation to include a provision in
its articles or certificate of incorporation eliminating or limiting the
personal liability of a director or officer to the corporation or its
stockholders for damages for breach of the director's fiduciary duty, subject
to certain limitations. Each of the Greiner Articles and the URS Certificate
include such a provision, to the maximum extent permitted by law.
The Greiner Articles provide that a director will not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for acts or omissions
which involve intentional misconduct, fraud or a knowing violation of the law
or (ii) the payment of dividends in violation of Section 78.300 of the NGCL.
Article XI of the URS Certificate provides that a director of the
corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any beach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL, as the same exists or hereafter may be amended,
or (iv) for any transaction from which the director derived an improper
personal benefit. Article XI of the URS Certificate further provides that if
the DGCL is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of the corporation, in
addition to the limitation on personal liability provided in Article XI as
currently written, shall be limited to the fullest extent permitted by the
amended DGCL. Finally, Article XI provides that any repeal or modification of
Article XI shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the corporation existing
at the time of such repeal or modification.
While these provisions provide directors with protection from awards for
monetary damages for breaches of their duty of care, they do not eliminate such
duty. Accordingly, these provisions will have no effect on the availability of
equitable remedies such as an injunction or rescission based on a director's
breach of his or her duty of care. The provisions described above apply to an
officer of the corporation only if he or she is a director of the corporation
and is acting in his or her capacity as director, and do not apply to officers
of the corporation who are not directors.
In addition, both the NGCL and the DGCL permit a corporation to indemnify
officers, directors, employees and agents for actions taken in good faith and
in a manner they reasonably believed to be in, or not opposed to, the best
interests of the corporation, and with respect to any criminal action, which
they had no reasonable cause to believe was unlawful. Both states' laws
provide that a corporation may advance expenses of defense (upon receipt of a
written undertaking to reimburse the corporation if indemnification is not
appropriate) and must reimburse a successful defendant for expenses, including
attorney's fees, actually and reasonably incurred, and both states permit a
corporation to purchase and maintain liability insurance for its directors and
officers. Both the NGCL and the DGCL provide that indemnification may not be
made for any claim, issue or matter as to which a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation, unless and only to the extent a court determines
that the person is entitled to indemnity for such expenses as the court deems
proper.
71
<PAGE> 81
The Greiner Articles provide that each person who is involved in any actual
or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was
a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise will be indemnified by the corporation if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of Greiner, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
indemnification rights conferred by the Greiner Articles are not exclusive of
any other right to which a person seeking indemnification may be entitled under
any law, bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.
The URS Bylaws provide that any officer, director or employee of URS who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, wither civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation), by reason of the fact that he or she is or was a director,
officer or employee of the corporation, or is or was serving at the request of
the corporation as a director, officer or employee of another corporation or of
a partnership, joint venture, trust or other enterprise, shall be indemnified
by the corporation if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his or her conduct was unlawful. In addition,
the URS Bylaws provide that any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he or she is or was a director, officer or employee of the
corporation, or is or was serving at the request of the corporation as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, shall be indemnified by the corporation if
such person acted in good faith any in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the corporation; provided,
however, that no indemnification shall be made in respect of any claim, issue
or manner as to which such person shall have been adjudged to have been liable
for negligence or misconduct in the performance of his or her duties to the
corporation (unless a court shall determine, upon application, that such person
is reasonably entitled to indemnity for such expenses which the court deems
proper). The indemnification rights conferred by the URS Bylaws are not
exclusive of any other right to which a person seeking indemnification may be
entitled under any law, bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
72
<PAGE> 82
AFFILIATES' RESTRICTION ON SALE OF URS COMMON STOCK
The shares of URS Common Stock to be issued pursuant to the Merger have
been registered under the Securities Act by a Registration Statement on Form
S-4, thereby allowing such securities to be traded without restriction by any
former holder of Greiner Common Stock who is not deemed to be an "affiliate" of
Greiner prior to the consummation of the Merger, as "affiliate" is defined for
purposes of Rule 145 under the Securities Act, and who does not become an
"affiliate" of URS after the consummation of the Merger.
Shares of URS Common Stock received by persons who are deemed to be
affiliates of Greiner prior to the Merger may be resold by them only in
transactions permitted by the resale provisions of Rule 145 promulgated under
the Securities Act or as otherwise permitted under the Securities Act. Rule
145, as currently in effect, imposes restrictions in the manner in which such
affiliates, and others with whom they might act in concert, may sell URS Common
Stock within any three-month period. Persons who may be deemed to be
affiliates of Greiner generally include individuals or entities that control,
are controlled by or are under common control with Greiner and may include
certain officers and directors as well as principal stockholders of Greiner.
Greiner stockholders who are identified as affiliates will be so advised by
Greiner prior to the Effective Date.
Each of URS and Greiner will use its best efforts to cause each and any
Greiner stockholder who is an affiliate to agree not to make any public sale of
any URS Common Stock received upon consummation of the Merger except in
compliance with Rule 145 under the Securities Act or otherwise in compliance
with the Securities Act. In general, Rule 145, as currently in effect, imposes
restrictions on the manner in which such affiliates may make resales of URS
Common Stock and also on the quantity of resales that such stockholders, and
others with whom they may act in concert, may make within any three-month
period for a period of two (2) years after consummation of the Merger. In
addition, officers and directors of URS following the Merger will be subject to
the resale restrictions of Rule 144 as it applies to affiliates of an issuer.
73
<PAGE> 83
LEGAL MATTERS
Certain legal matters with respect to the validity of the URS Common Stock
to be issued in connection with the Merger being passed upon for URS by
Sheppard, Mullin, Richter & Hampton, L.L.P., San Francisco, California. The
Federal income tax consequences to Greiner stockholders in connection with the
Merger are being passed upon for Greiner by Nossaman, Guthner, Knox & Elliott,
L.L.P., San Francisco, California.
EXPERTS
The consolidated financial statements of URS for the three year period
ended October 31, 1995, have been incorporated by reference in this Proxy
Statement / Prospectus and Registration Statement in reliance upon the report
of Coopers & Lybrand L.L.P. independent certified public accountants, given on
the authority of said firm as experts in auditing and accounting.
The consolidated financial statements and financial statement schedule
included in Greiner's Annual Report on Form 10-K for the three year period
ended December 31, 1994 have been incorporated by reference herein and in the
Registration Statement in reliance on the reports of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
74
<PAGE> 84
APPENDICES
Appendix A -- Fairness Opinion of Houlihan Lokey Howard & Zukin
Appendix B -- Agreement and Plan of Merger among Greiner Engineering,
Inc., URS Corporation and URS Acquisition Corporation
<PAGE> 85
January 10, 1996
To The Board of Directors
Greiner Engineering, Inc.
909 East Los Colinas Boulevard
Suite 1900 LB 44
Irving, TX 75039-3907
Gentlemen:
We understand that pursuant to the Agreement and Plan of Merger Among
Greiner Engineering, Inc. ("Greiner" or the "Company"), URS Corporation
("URS"), and URS Acquisition Corporation, the "Merger Agreement", Greiner plans
to merge into and become a wholly owned subsidiary of URS, (the "Merger"). We
further understand that ownership in Greiner is currently represented by
4,704,642 shares of common stock issued and outstanding, 121,092 shares are
issued and held in treasury, and 377,650 options for common stock issued and
outstanding. Moreover, we understand that ownership of URS is represented by
7,167,591 shares of common stock issued and outstanding, with 287,000 shares
of common stock issued but held in treasury. Finally, we understand upon the
close of the Merger, each share of Greiner's common stock will be converted
into the right to receive consideration (the "Consideration") as follows: (i)
0.298 shares of URS common stock; and (ii) $13.50 in cash; all of which shall
be payable upon the surrender of the certificates representing such shares of
Greiner stock. The Merger, the payment of the Consideration in exchange for
Greiner's common stock, and all related transactions disclosed to Houlihan
Lokey Howard & Zukin are referred to collectively herein as the "Transaction."
You have requested our opinion (the "Opinion") as to the matters set
forth below. The Opinion does not address the Company's underlying business
decision to effect the Transaction. We have not been requested to, and did not,
solicit third party indications of interest in acquiring all or any part of the
Company. Furthermore, at your request, we have not negotiated the Transaction
or advised you with respect to alternatives to it.
In connection with this Opinion, we have made such reviews, analyses
and inquiries as we have deemed necessary and appropriate under the
circumstances. Among other things, we have:
1. reviewed the Company's annual reports to shareholders and on
Form 10-K for the five fiscal years ended December 31, 1994 and quarterly
reports on Form 10-Q for the three quarters ended September 30, 1995, and
Company- prepared interim financial statements for the period ended November
30, 1995, which the Company's management has identified as being the most
current financial statements available;
<PAGE> 86
The Board of Directors
Greiner Engineering, Inc.
January 10, 1996
Page 2
2. reviewed URS's annual reports to shareholders and on Form 10-K
for the four fiscal years ended October 31, 1994, a draft of Form 10-K for the
fiscal year ended October 31, 1995, and quarterly reports on Form 10-Q for the
three quarters ended July 31, 1995;
3. reviewed a copy of the Merger Agreement dated January 10,
1996;
4. reviewed a copy of the Company's latest proxy statement;
5. met with certain members of the senior management of the
Company and URS to discuss the operations, financial condition, future
prospects and projected operations and performance of the Company, and met with
representatives of the Company's counsel to discuss certain matters;
6. visited certain facilities and business offices of the
Company;
7. reviewed the 1996 business plans for the Company's principal
offices and divisions, and forecasts and projections prepared by the Company's
management with respect to the Company for the years ended December 31, 1996
through 2002;
8. reviewed the historical market prices and trading volume for
the Company's and URS's publicly traded securities;
9. reviewed certain other publicly available financial data for
certain companies that we deem comparable to the Company, and publicly
available prices and premiums paid in other transactions that we considered
similar to the Transaction;
10. conducted such other studies, analyses and inquiries as we
have deemed appropriate.
We have relied upon and assumed, without independent verification,
that the financial forecasts and projections provided to us have been
reasonably prepared and reflect the best currently available estimates of the
future financial results and condition of the Company, and that there has been
no material change in the assets, financial condition, business or prospects of
the Company since the date of the most recent financial statements made
available to us.
We have not independently verified the accuracy and completeness of
the information supplied to us with respect to the Company and do not assume
any responsibility with respect to it. We have not made any physical
inspection or independent appraisal of any of the properties or assets of the
Company. Our opinion is necessarily based on business, economic, market and
other conditions as they exist and can be evaluated by us at the date of this
letter.
<PAGE> 87
The Board of Directors
Greiner Engineering, Inc.
January 10, 1996
Page 3
Based upon the foregoing, and in reliance thereon, it is our opinion
that the Consideration to be received by the public stockholders of the Company
in connection with the Transaction is fair to them from a financial point of
view.
HOULIHAN, LOKEY, HOWARD & ZUKIN, INC.
<PAGE> 88
AGREEMENT AND PLAN OF MERGER
AMONG
GREINER ENGINEERING, INC.,
URS CORPORATION,
AND
URS ACQUISITION CORPORATION
January 10, 1996
<PAGE> 89
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 1. THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Merger of the Subsidiary into Greiner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Effective Time of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.3 Effects of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE 2. EFFECT OF MERGER ON CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS . . . . . . . . . . . . . . . . . . 3
2.1 Conversion of the Greiner Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2 Conversion of the Subsidiary Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.3 Cancellation of Treasury Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.4 Withholding Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE 3. CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.1 Closing; Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF GREINER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.2 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.3 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.4 Material Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.5 Authority Relative to this Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.6 Consents and Approvals; No Violations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.7 Greiner SEC Reports and Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.8 Information Supplied . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.9 Absence of Material Adverse and Other Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.10 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.11 Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.12 No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.13 Properties, Liens, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.14 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.15 Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.16 Employment Matters; Labor Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.17 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.18 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.19 Compliance with Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.20 Certain Contracts and Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.21 Prohibited Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.22 Powers of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.23 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.24 Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.25 Immigration Reform and Control Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.26 Board Approvals; Opinion of Financial Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.27 Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.28 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.29 Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF URS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.2 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.3 Authority Relative to this Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
5.4 Consents and Approvals; No Violations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
5.5 URS SEC Reports and Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
5.6 Information Supplied . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
5.7 Board Approvals; Opinion of Financial Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.8 Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.9 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
ARTICLE 6. PRE-CLOSING COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
</TABLE>
<PAGE> 90
<TABLE>
<S> <C> <C>
6.1 Covenants of All Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.1.1 Advice of Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.1.2 Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.1.3 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.1.4 Best Efforts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.1.5 Credit Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.2 Covenants of Greiner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.2.1 Conduct of Business Pending Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.2.2 Stockholders' Meeting; Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
6.2.3 Acquisition Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
6.2.4 Maintenance of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.2.5 Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.2.6 Liability Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.3 Covenants of URS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.3.1 Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.3.2 Listing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
ARTICLE 7. CONDITIONS TO CONSUMMATION OF THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
7.1 Conditions to Obligations of Greiner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
7.1.1 Representations and Warranties True at Closing . . . . . . . . . . . . . . . . . . . . . . . 27
7.1.2 Covenants Performed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
7.1.3 Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
7.1.4 Approval of Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
7.1.5 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
7.1.6 Form S-4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
7.1.7 Merger Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.1.8 Material Adverse Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.1.9 HSR Filing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.2 Conditions to Obligations of URS and the Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.2.1 Representations and Warranties True at Closing . . . . . . . . . . . . . . . . . . . . . . . 28
7.2.2 Covenants Performed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.2.3 Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.2.4 Approval of Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.2.5 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.2.6 Form S-4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
7.2.7 Merger Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
7.2.8 Material Adverse Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
7.2.9 HSR Filing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
7.2.10 Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
7.2.11 No Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
7.2.12 Credit Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
ARTICLE 8. ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
8.1 Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
8.2 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
8.3 Additional Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
8.4 Use of Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
8.5 Employee Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
8.6 Non-Liability of Agents and Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
8.7 Greiner Engineering, Inc. Performance Plan and Employee Stock Ownership Plan . . . . . . . . . . . . . 30
ARTICLE 9. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
9.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
9.2 Effect of Termination and Abandonment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
9.3 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
9.4 Extension; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
ARTICLE 10. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
10.1 Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
10.2 Entire Agreement; Modification; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
10.3 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
10.4 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
</TABLE>
<PAGE> 91
<TABLE>
<S> <C> <C>
10.5 Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
10.6 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
10.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
10.8 Further Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
10.9 No Third Party Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
10.10 Effect of Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
10.11 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
</TABLE>
<PAGE> 92
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), is
entered into as of January 10, 1996, by and among GREINER ENGINEERING, INC., a
Nevada corporation ("Greiner"), URS CORPORATION, a Delaware corporation
("URS"), and URS ACQUISITION CORPORATION, a Nevada corporation (the
"Subsidiary"). Greiner is sometimes referred to herein as the "Surviving
Corporation" and Greiner and the Subsidiary are sometimes collectively referred
to herein as the "Constituent Corporations."
RECITALS
A. Greiner is a corporation duly organized and existing under the
laws of the State of Nevada, having as of the date hereof authorized capital
stock consisting of (i) 20,000,000 shares of common stock, par value $0.50 per
share (the "Greiner Common Stock"), of which as of the date hereof, 4,704,642
are issued and outstanding, 121,092 are issued and held in treasury, and
15,174,266 are reserved for issuance, and (ii) 1,000,000 shares of preferred
stock, par value $1.00 per share, of which no shares are issued and
outstanding.
B. URS is a corporation duly organized and existing under the
laws of the State of Delaware, having as of the date hereof authorized capital
stock consisting of (i) 20,000,000 shares of common stock, par value $0.01 per
share (the "URS Common Stock"), of which as of the date hereof, 7,167,591 are
issued and outstanding, 287,000 are issued and held in treasury, and 12,545,409
are reserved for issuance, and (ii) 1,000,000 shares of preferred stock, par
value $1.00 per share, of which no shares are issued and outstanding.
C. The Subsidiary is a corporation duly organized and existing
under the laws of the State of Nevada, having as of the date hereof authorized
capital stock consisting of 100 shares of common stock, par value $1.00 per
share (the "Subsidiary Common Stock"), all of which have been issued to, and
are owned by, URS.
D. URS, Greiner and the Subsidiary have determined that it is
advisable that the Subsidiary be merged with and into Greiner on the terms and
conditions set forth herein and pursuant to the applicable statutes and
regulations (the "Merger").
E. The respective boards of directors of Greiner, URS and the
Subsidiary have authorized and approved the execution, delivery and the
performance of this Agreement and the transactions contemplated hereby, and the
board of directors of Greiner has directed that this Agreement be submitted to
the stockholders of Greiner for consideration of and vote upon the approval of
this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual
agreements, provisions and covenants contained herein, and subject to the terms
and conditions hereof, and intending to be legally bound hereby, the parties
hereto hereby agree as follows:
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ARTICLE 1.
THE MERGER
Section 1..1 Merger of the Subsidiary into Greiner. Upon the
terms and subject to the conditions set forth in this Agreement, and in
accordance with the Nevada Business Corporation Law set forth in Title 7 of the
Nevada Revised Statues (the "Nevada Law"), at the Effective Time of the Merger
(as defined in Section 1.2 below), the Subsidiary shall be merged with and into
Greiner, and the separate existence of the Subsidiary shall thereupon cease,
and Greiner shall continue its corporate existence as the surviving corporation
of the Merger under the laws of the State of Nevada under the name of Greiner
Engineering, Inc., and Greiner shall succeed to and assume all the rights and
obligations of the Subsidiary in accordance with the Nevada Law.
Section 1..2 Effective Time of the Merger. Subject to the provisions
of this Agreement, as soon as practicable after the Closing Date, the parties
shall file articles of merger, certificate of merger or other appropriate
documents (in any such case, the "Merger Documents"), executed in accordance
with the relevant provisions of the Nevada Law and shall make all other filings
or recordings required under the Nevada Law. The Merger shall become effective
at such time as the Merger Documents are duly filed with the Secretary of State
of the State of Nevada, or at such other time as the parties hereto shall agree
should be specified in the Merger Documents (the "Effective Time of the
Merger").
Section 1..3 Effects of the Merger. At the Effective Time of the
Merger:
(a) the separate corporate existence of the Subsidiary
shall cease and the Subsidiary shall be merged with and into Greiner, which
shall be the Surviving Corporation, and all of the assets of the Subsidiary
shall become the property of Greiner as the Surviving Corporation of the
Merger, subject to the liabilities of the Subsidiary as of the Effective Time
of the Merger;
(b) the Articles of Incorporation of Greiner, as in
effect immediately prior to the Effective Time of the Merger, shall be the
Articles of Incorporation of the Surviving Corporation, and may be amended
thereafter as provided by law;
(c) the by-laws of Greiner, as in effect immediately prior to
the Effective Time of the Merger, shall be the by-laws of the Surviving
Corporation; such by-laws may be amended thereafter in accordance with their
terms and as provided by law;
(d) the directors of the Subsidiary immediately prior to
the Effective Time of the Merger shall be the directors of the Surviving
Corporation, each of such directors to hold office, subject to the applicable
provisions of the Articles of Incorporation and by-laws of the Surviving
Corporation, until the next annual stockholders' meeting of the Surviving
Corporation and until their successors are elected and duly qualified; if at
the Effective Time of the Merger, any of the foregoing persons shall for any
reason be unwilling or unable to serve, the resulting vacancy shall be filled
as provided in such by-laws;
(e) the officers of Greiner immediately prior to the
Effective Time of the Merger shall be the officers of the Surviving
Corporation, each of such officers to hold office, subject to the applicable
provisions of the Articles of Incorporation and by-laws of the Surviving
Corporation, at the pleasure of the board of directors of the
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<PAGE> 94
Surviving Corporation and until their successors are elected and duly
qualified; and
(f) the Surviving Corporation shall possess all the
rights, privileges, immunities, powers and purposes of each of the Constituent
Corporations; and all the property, real, personal or mixed, including causes
of action and every other asset of each of the Constituent Corporations, shall
vest in the Surviving Corporation without further act or deed. The Surviving
Corporation shall be responsible and liable for all liabilities and obligations
of each of the Constituent Corporations. No liability or obligation due or to
become due, claim or demand for any cause existing against either of the
Constituent Corporations, or any stockholder, officer or director thereof,
shall be released or impaired by the Merger. No action or proceeding, whether
civil or criminal, then pending by or against the Constituent Corporations, or
any stockholder, officer or director thereof, shall abate or be discontinued by
the Merger, but may be enforced, prosecuted, settled or compromised as if the
Merger had not occurred, or the Surviving Corporation may be substituted in
such action or special proceeding in place of the Constituent Corporations.
ARTICLE 2.
EFFECT OF MERGER ON CAPITAL STOCK
OF THE CONSTITUENT CORPORATIONS
Section 2..1 Conversion of the Greiner Common Stock.
(a) Conversion; Merger Consideration. At the Effective
Time of the Merger, each share of the Greiner Common Stock issued and
outstanding immediately prior to the Effective Time of the Merger shall, by
virtue of the Merger, and without any action on the part of the holder thereof,
be converted into the right to receive (i) 0.298 shares of the URS Common
Stock, and (ii) $13.50 in cash, all of which shall be payable upon the
surrender of the certificate(s) formerly representing such shares of Greiner
Common Stock. The cash and the URS Common Stock so deliverable is hereinafter
collectively referred to as the "Merger Consideration."
(b) Fractional Shares. No fractional shares of the URS
Common Stock will be issued as a result of the Merger. In lieu of the issuance
of any fractional shares of the URS Common Stock, holders of shares of the
Greiner Common Stock who would otherwise have been entitled to receive a
fraction of a share of the URS Common Stock shall be entitled to receive, from
URS, an amount of cash, without interest, equal to the closing price of the URS
Common Stock as reported on the New York Stock Exchange on the trading day
immediately preceding the Closing Date as listed in The Wall Street Journal,
multiplied by the fraction of a share of the URS Common Stock to which such
holder would otherwise have been entitled.
(c) Options. At the Effective Time of the Merger, all
options to purchase Greiner Common Stock (the "Greiner Options") issued under
the 1981 Stock Option Plan of Greiner Engineering, Inc. (the "1981 Greiner
Plan") or under the 1991 Stock Option Plan of Greiner Engineering, Inc. (the
"1991 Greiner Plan") which remain outstanding at that time (whether or not
previously exercisable or vested) shall, by virtue of the Merger, and without
any further action on the part of Greiner or any holder of said Greiner
Options, be cancelled. If, at the Effective Time of the Merger, the Exercise
Price per share with respect to any Greiner Option (whether or not previously
exercisable or vested) so cancelled (the "Exercise Price") is less than the sum
of (x) $13.50 per share, plus (y) 0.298 multiplied by the closing price per
share of the URS Common Stock as reported on the New York Stock Exchange on the
trading day immediately
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<PAGE> 95
preceding the Closing Date as listed in The Wall Street Journal (the "Merger
Value"), then the holder of such Greiner Option shall be paid as soon as
practicable following the Closing Date cash in an amount per each share of
Greiner Common Stock subject to such option equal to the excess, if any, of the
Merger Value over the Exercise Price. Notwithstanding anything to the contrary
in this Section 2.1(c), pursuant to the terms of Section 6(b) of the 1981
Greiner Plan and Section 6(b) of the 1991 Greiner Plan, promptly following
execution of this Agreement, Greiner shall give each holder of the Greiner
Options (whether or not previously exercisable or vested) written notice that
such Greiner Options will be cancelled in connection with the Merger and, shall
permit said holders to exercise their Greiner Options and purchase Greiner
Common Stock pursuant to the terms of the 1981 Greiner Plan and/or the 1991
Greiner Plan, as the case may be.
(d) Surrender of Certificates and Receipt of
Consideration.
(1) Appointment of Exchange Agent; Exchange Fund.
As of the Effective Time of the Merger, URS shall deposit, or shall cause to be
deposited with an exchange agent selected by URS and reasonably satisfactory to
Greiner (the "Exchange Agent"), for the benefit of holders of the Greiner
Common Stock, for exchange in accordance with this Article 2, (i) certificates
representing the number of shares of the URS Common Stock issuable as part of
the Merger Consideration, and (ii) cash in an amount equal to the aggregate
cash component of the Merger Consideration, and (iii) cash to be paid in lieu
of the issuance of fractional shares (such cash and certificates for the shares
of URS Common Stock are hereinafter referred to collectively as the "Exchange
Fund").
(2) Notice to Greiner Stockholders. As soon as
reasonably practicable after the Effective Time of the Merger, URS shall cause
the Exchange Agent to mail to each holder of record of a certificate or
certificates representing the Greiner Common Stock (A) a letter of transmittal
which shall specify that delivery shall be effected, and risk of loss and title
to the certificates for shares of the Greiner Common Stock shall pass, only
upon delivery of the certificates for the shares of the Greiner Common Stock to
the Exchange Agent, and shall be in such form and have such other provisions as
URS may reasonably specify, and (B) instructions for use in effecting the
surrender of the certificates for the shares of the Greiner Common Stock in
exchange for the Merger Consideration.
(3) Surrender of Greiner Stock Certificates.
Upon surrender of a certificate for shares of the Greiner Common Stock (a
"Greiner Stock Certificate") for cancellation to the Exchange Agent or to such
other agent or agents as may be appointed by URS, together with such letter of
transmittal, duly executed and completed in accordance with the instructions
thereto, the holder thereof shall be entitled to receive in exchange therefor
the number of whole shares of the URS Common Stock to which the holder of the
Greiner Common Stock is entitled pursuant to this Article 2 plus that portion
of the Exchange Fund which such holder has the right to receive pursuant to the
provisions of this Section 2.1, after giving effect to any required withholding
tax, and the Greiner Stock Certificate for the shares of the Greiner Common
Stock so surrendered shall forthwith be cancelled.
(4) Limitations. Notwithstanding any other
provision of this Agreement, until holders of Greiner Stock Certificates
representing shares of the Greiner Common Stock have surrendered them for
exchange as provided herein, (1) no dividends or other distributions shall be
paid with respect to any shares represented by such Certificates and no payment
for fractional shares shall be made, and (2) without regard to when such
Greiner Stock Certificates are surrendered for exchange as provided herein,
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<PAGE> 96
no interest shall be paid on any dividends or other distributions or any
payment for fractional shares. Upon surrender of a Greiner Stock Certificate,
there shall be paid to the holder of such Greiner Stock Certificate the amount
of any dividends or other distributions which theretofore became payable, but
which were not paid by reason of the preceding sentence, with respect to the
number of whole shares of URS Common Stock represented by the Greiner Stock
Certificate or Certificates issued upon such surrender. If any certificate for
URS Common Stock is to be issued in a name other than in which the Greiner
Stock Certificate surrendered in exchange therefore is registered, it shall be
a condition of such exchange that the person requesting such exchange pay any
transfer or other taxes required by reason of the issuance of certificates for
such shares of URS Common Stock in a name other than that of the registered
holder of the Greiner Stock Certificate surrendered, or establish to the
satisfaction of Greiner that such tax has been paid or is not applicable.
Certificates of URS Common Stock issued to holders of Greiner Common Stock
issued under a Greiner restricted stock plan shall bear legends substantially
similar to the legends presently on the Greiner Common Stock Certificates and
as required by applicable law.
(5) Payment. The Exchange Agent shall within 15
business days of receipt of such Greiner Stock Certificate pay the holder of
such Certificate, in immediately available funds, the amount of cash into which
the shares theretofore represented by such Certificate shall have been
converted pursuant to Section 2.1, and the Greiner Stock Certificate so
surrendered shall be cancelled. In the event of a transfer of ownership of
shares of Greiner Common Stock that is not registered in the transfer records
of Greiner, payment may be made to a person other than the person in whose name
the Certificate so surrendered is registered, if such Certificate shall be
properly endorsed or otherwise be in proper form for transfer and the person
requesting such payment shall pay any transfer or other taxes required by
reason of the payment to a person other than the registered holder of such
Greiner Stock Certificate or establish to the satisfaction of the Greiner that
such tax has been paid or is not applicable. Until surrendered as contemplated
by this Section 2.1, each Greiner Stock Certificate shall be deemed at any time
after the Effective Time of the Merger to represent only the right to receive
upon such surrender the amount of the Merger Consideration, without interest,
into which the shares theretofore represented by such Greiner Stock Certificate
shall be converted pursuant to Section 2.1. No interest will be paid or will
accrue on the cash payable upon the surrender of any Greiner Stock Certificate.
(e) Cancellation of the Greiner Common Stock. At the
Effective Time of the Merger, all of the authorized and outstanding shares of
the Greiner Common Stock shall be cancelled and cease to represent any interest
in Greiner and such holders shall cease to have any rights of a stockholder of
Greiner. From and after the Effective Time of the Merger, the holders of
shares of the Greiner Common Stock outstanding immediately prior to the
Effective Time of the Merger as such holders shall be entitled to receive only
the Merger Consideration. From the Effective Time of the Merger, the holders
of the shares of the Greiner Common Stock which shall be converted into the URS
Common Stock pursuant to Section 2.1(a) shall have all of the rights of holders
of the number of shares of the URS Common Stock into which such Greiner Common
Stock has been converted.
Section 2..2 Conversion of the Subsidiary Common Stock. At the
Effective Time of the Merger, each share of the Subsidiary Common Stock
outstanding immediately prior to the Effective Time of the Merger shall be
converted into one (1) share of a newly-created class of $1.00 par value common
stock of the Surviving Corporation.
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<PAGE> 97
Section 2..3 Cancellation of Treasury Shares. Any share of the
Greiner Common Stock held in the treasury of Greiner at the Effective Time of
the Merger shall be cancelled and retired at the Effective Time of the Merger
and no shares shall be issuable with respect thereto.
Section 2..4 Withholding Tax. The right of any shareholder to
receive the Merger Consideration shall be subject to and reduced by the amount
of any required tax withholding obligation.
ARTICLE 3.
CLOSING
Section 3..1 Closing; Closing Date. Unless this Merger Agreement
shall have been terminated and the Merger abandoned pursuant to the provisions
of Article 9, a closing ("Closing") shall take place at the offices of Messrs.
Sheppard, Mullin, Richter & Hampton, Four Embarcadero Center, Suite 1700, San
Francisco, CA 94111, at 10:00 A.M., California time, on the business day
following approval of the Greiner stockholders as contemplated by Section
6.2.2, or at such other time and place as may be agreed upon in writing by the
parties hereto (the "Closing Date").
ARTICLE 4.
REPRESENTATIONS AND WARRANTIES OF GREINER
Except as otherwise disclosed to URS in a letter delivered to it prior
to the execution hereof (which letter shall contain appropriate references to
identify the representations and warranties herein to which the information in
such letter relates) (the "Greiner Disclosure Letter"), Greiner represents and
warrants to URS and the Subsidiary as follows:
Section 4..1 Organization. Each of Greiner and the Greiner
Subsidiaries (as hereinafter defined) is a corporation duly organized, validly
existing, and in good standing under the laws of the jurisdiction of its
incorporation and has all requisite corporate power and authority to own,
lease, and operate its properties, and to carry on its business as now being
conducted, except where the failure to be so organized, existing, and in good
standing or to have such power and authority would not have a Greiner Material
Adverse Effect (as defined below). Each of Greiner and the Greiner
Subsidiaries is duly qualified or licensed and in good standing to do business
in each jurisdiction in which the property owned, leased, or operated by it or
the nature of the business conducted by it makes such qualification necessary,
except in any such jurisdictions where the failure to be so duly qualified or
licensed and in good standing would not have a Greiner Material Adverse Effect
(defined below) on the Business Condition (defined below) of Greiner. For
purposes of this Agreement: (a) "Greiner Material Adverse Effect" means, when
used in connection with Greiner, any change or effect that is materially
adverse to the Business Condition of Greiner, other than changes or effects
resulting from (i) changes attributable to conditions affecting the engineering
business generally, (ii) changes in general economic conditions, or (iii)
changes attributable to the announcement or pendency of the Merger; and (b)
"Business Condition" with respect to an entity shall mean the business,
financial condition, results of operations, or assets (without giving effect to
the consequences of the transactions contemplated by this Agreement) of such
entity and its Subsidiaries taken as a whole.
Section 4..2 Capitalization. The authorized capital stock of Greiner
consists of 20,000,000 shares of Greiner Common Stock, par value $0.50 per
share, and 1,000,000 shares of preferred stock, par value $1.00 per share (the
"Greiner Preferred Stock"). As of the date hereof, (i)
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<PAGE> 98
4,704,642 shares of Greiner Common Stock are issued and outstanding, (ii)
options to acquire 377,650 shares of Greiner Common Stock are outstanding under
all stock option plans and agreements of Greiner, (iii) 737,300 shares of
Greiner Common Stock (including shares of Greiner Common Stock issuable upon
exercise of the options identified in clause (ii) above) are reserved for
issuance pursuant to all employee plans of Greiner, and (iv) there are no
shares of Greiner Preferred Stock outstanding. All of the issued and
outstanding shares of Greiner Common Stock are validly issued, fully paid and
nonassessable and free of preemptive rights. Except as set forth above or as
specified in Section 4.2 of the Greiner Disclosure Letter, as of the date of
this Agreement there are no shares of capital stock of Greiner issued or
outstanding or any options, warrants, subscriptions, calls, rights, convertible
securities or other agreements or commitments obligating Greiner to issue,
transfer, sell, redeem, repurchase or otherwise acquire any shares of its
capital stock or securities. Except as provided in this Agreement or as set
forth in Section 4.2 of the Greiner Disclosure Letter, after the Effective Time
of the Merger, Greiner will have no obligation to issue, transfer or sell any
shares of its capital stock pursuant to any employee benefit plan or otherwise.
Section 4..3 Subsidiaries. Section 4.3 of the Greiner Disclosure
Letter identifies each corporation or other entity of which Greiner, directly
or indirectly, owns or controls voting securities or other interests which are
sufficient to elect a majority of the board of directors or others performing
similar functions of such corporation or other entity (a "Greiner Subsidiary")
and sets forth for each Greiner Subsidiary: (i) its name and jurisdiction of
incorporation or organization; (ii) its authorized capital stock; and (iii) the
number of issued and outstanding shares of capital stock. Greiner owns
directly or indirectly each of the outstanding shares of capital stock (or
other ownership interests having by their terms ordinary voting power to elect
a majority of directors or others performing similar functions with respect to
such Greiner Subsidiary) of each of the Greiner Subsidiaries. Each of the
outstanding shares of capital stock of each of the Greiner Subsidiaries is duly
authorized, validly issued, fully paid and nonassessable. Each of the
outstanding shares of capital stock of each Greiner Subsidiary is owned,
directly or indirectly, by Greiner, free and clear of all liens, pledges,
security interests, claims, or other encumbrances of any nature whatsoever
("Liens"). There are not now, and at Closing there will not be, (a) any issued
or outstanding securities convertible into or exchangeable for, or any options,
warrants, calls, subscriptions or other rights (preemptive or otherwise) to
acquire, any shares of capital stock of any of the Greiner Subsidiaries; or
(b) any agreements or contractual commitments obligating Greiner, or
restricting Greiner's rights, to transfer, sell, or vote, the capital stock of
the Greiner Subsidiaries owned by it, directly or indirectly.
Section 4..4 Material Investments. Except as set forth in Section
4.4 of the Greiner Disclosure Letter, Greiner does not directly or indirectly
own any equity or similar interest in, or any interest convertible into or
exchangeable or exercisable for any equity or similar interest in, any
corporation (other than a Greiner Subsidiary), partnership, joint venture or
other business association or entity that is material to Greiner. With respect
to those entities indicated on Section 4.4 of the Greiner Disclosure Letter,
Greiner has heretofore delivered to URS financial statements (audited to the
extent available) and interim unaudited financial statements of each of such
entities (through the most recently concluded fiscal quarter for each of such
persons) and, to the best knowledge of Greiner, such financial statements
fairly present, in conformity with generally accepted accounting principles
("GAAP") applied on a consistent basis (except as may be indicated in the notes
thereto or in Section 4.4 of the Greiner Disclosure Letter), the financial
condition
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of each thereof as at and the results of operations for the periods so
indicated (subject to normal year-end adjustments in the case of the interim
unaudited financial statements), and Greiner's disclosures with respect to its
investment in each such entities otherwise included in the Greiner SEC Reports
(as defined below) do not contain any untrue statements of material fact or
omit to state any material fact required to be stated therein or which are
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. Except as set forth
in Section 4.4 of the Greiner Disclosure Letter, Greiner (or, as indicated
thereon, a Greiner Subsidiary) has good and marketable title to the securities
evidencing its investment in the entities indicated in Section 4.4 of the
Greiner Disclosure Letter, which have been validly issued and are fully paid
and nonassessable and are held by Greiner or a Greiner Subsidiary free and
clear of any Lien, restraint on alienation, or any other restriction with
respect of the transferability or assignability thereof (other than
restrictions on transfer imposed by Federal or state securities laws).
Section 4..5 Authority Relative to this Agreement. Greiner has all
requisite corporate power and authority to enter into this Agreement and
subject, in the case of this Agreement, to approval of this Agreement by the
stockholders of Greiner and to the consents and approvals set forth in Section
4.6 below, to consummate the transactions contemplated hereby. The execution,
delivery and performance of this Agreement by Greiner and the consummation by
Greiner of the transactions contemplated hereby have been duly authorized by
all necessary corporate action on the part of Greiner, including the unanimous
approval of the Board of Directors of Greiner, and no other corporate
proceedings on the part of Greiner are necessary to authorize this Agreement or
the transactions contemplated hereby (except for approval by the stockholders
of Greiner). This Agreement has been duly and validly executed and delivered
by Greiner and constitutes a valid and binding agreement of Greiner,
enforceable against Greiner in accordance with its terms, except that such
enforceability may be subject to (i) bankruptcy, insolvency, reorganization or
other similar laws relating to enforcement of creditors' rights generally, and
(ii) general equitable principles.
Section 4..6 Consents and Approvals; No Violations. Except for
applicable requirements of the Hart-Scott- Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act"), the Securities Act of 1933, as amended (the
"Securities Act"), the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (the HSR Act, Securities Act and Exchange Act, collectively,
the "Governmental Requirements"), state or foreign laws relating to takeovers,
if applicable, state securities or blue sky laws, state and local laws and
regulations relating to licensing, and the filing of the Documents of Merger as
required by the Nevada Law, no filing with, and no permit, authorization,
consent or approval of, any court or tribunal or administrative, governmental
or regulatory body, agency or authority ("Government Entity") is necessary for
the execution, delivery and performance of this Agreement by Greiner or the
transactions contemplated by this Agreement. Neither the execution, delivery
nor performance of this Agreement by Greiner, nor the consummation by Greiner
of the transactions contemplated hereby, nor compliance by Greiner with any of
the provisions hereof, will (i) conflict with or result in any breach of any
provisions of the Articles of Incorporation or By-Laws of Greiner or the
Articles or Certificate of Incorporation, as the case may be, or By-Laws of any
of the Greiner Subsidiaries, (ii) except as set forth in Section 4.6(ii) of the
Greiner Disclosure Letter, result in a violation or breach of, or constitute
(with or without due notice or lapse of time or both) a default (or give rise
to any right of termination, cancellation, acceleration, vesting, payment,
exercise, suspension or revocation) under, any of the terms, conditions or
provisions of any note, bond, mortgage, deed of trust, security interest,
indenture, license, contract, agreement, plan or other
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instrument or obligation to which Greiner or any of the Greiner Subsidiaries is
a party or by which any of them or any of their properties or assets may be
bound or affected, (iii) except as set forth in Section 4.6(iii) of the Greiner
Disclosure Letter, violate any order, writ, injunction, decree, statute, rule
or regulation applicable to Greiner, any Greiner Subsidiary or any of their
properties or assets, (iv) except as set forth in Schedule 4.6(iv) of the
Greiner Disclosure Letter, result in the creation or imposition of any Lien on
any asset of Greiner or any Greiner Subsidiary, or (v) except as set forth in
Section 4.6(v) of the Greiner Disclosure Letter, cause the suspension or
revocation of any certificates of need, accreditation, registrations, licenses,
permits and other consents or approvals of governmental agencies or
accreditation organizations, except in the case of clauses (ii), (iii), (iv)
and (v) for violations, breaches, defaults, terminations, cancellations,
accelerations, creations, impositions, suspensions or revocations which would
not individually or in the aggregate have a Greiner Material Adverse Effect.
Section 4..7 Greiner SEC Reports and Financial Statements. Greiner
has delivered or made available to URS true and complete copies of each
registration statement, report and proxy or information statement, including,
without limitation, its Annual Reports to Stockholders incorporated in material
part by reference in certain of such reports, in the form (including exhibits
and any amendments thereto) required to be filed with the Securities and
Exchange Commission ("SEC") since January 1, 1992 (collectively, the "Greiner
SEC Reports"). Except as set forth in Section 4.7 of the Greiner Disclosure
Letter, as of the respective dates such Greiner SEC Reports were filed or, if
any such Greiner SEC Reports were amended, as of the date such amendment was
filed, each of the Greiner SEC Reports (i) complied in all material respects
with all applicable requirements of the Securities Act and the Exchange Act,
and the rules and regulations promulgated thereunder, and (ii) did not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. Each of the audited consolidated financial statements and
unaudited consolidated interim financial statements of Greiner (including any
related notes and schedules) included (or incorporated by reference) in its
Annual Reports on Form 10-K for each of the three fiscal years ended December
31, 1992, 1993 and 1994 and Quarterly Reports on Form 10-Q for all interim
periods subsequent thereto (the "Greiner Financial Statements") fairly present,
in conformity with GAAP applied on a consistent basis (except as may be
indicated in the notes thereto), the consolidated financial position of Greiner
and the Greiner Subsidiaries as of its date and the consolidated results of
operations and cash flows for the period then ended (subject to normal year-end
adjustments in the case of any unaudited interim financial statements). There
has been no change in Greiner's accounting policies or the methods of making
accounting estimates or changes in estimates that are material to the Greiner
Financial Statements, except as described in the notes thereto.
Section 4..8 Information Supplied. None of the information supplied
or to be supplied by Greiner or the Greiner Subsidiaries, auditors, attorneys,
financial advisors, or other consultants or advisors for inclusion in (a) the
registration statement on Form S-4, and any amendment thereto, to be filed
under Securities Act with the SEC by URS in connection with the issuance of the
URS Common Stock in or as a result of the Merger (the "Form S-4"), or (b) the
proxy statement and any amendment or supplement thereto to be distributed in
connection with Greiner's meeting of stockholders to vote upon this Agreement
and the transactions contemplated hereby (the "Proxy Statement" and, together
with the Form S-4, the "Proxy Statement/Form S-4"), will: (i) in the case of
the Proxy Statement and any amendment or supplement thereto, (1) at the time of
the mailing of the Proxy Statement and any amendments or supplements thereto,
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and (2) at the time of Greiner's meeting of stockholders, and (ii) in the case
of the Form S-4, as amended or supplemented, (x) at the time it becomes
effective, (y) at the time of any post-effective amendment thereto, and (z) at
the time of the meeting of the stockholders of Greiner, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading. Greiner
agrees to correct as promptly as practicable any such information provided by
it that shall have become false or misleading in any material respect and to
take all steps necessary to file with the SEC and have declared effective or
cleared by the SEC any amendment or supplement to the Proxy Statement so as to
correct the same and to cause the Proxy Statement as so corrected to be
disseminated to Greiner's stockholders to the extent required by applicable
law. The Proxy Statement/Form S-4 shall comply as to form in all material
respects with the provisions of all applicable laws, including the provisions
of the Exchange Act and the rules and regulations of the SEC thereunder, except
that no representation is made by Greiner with respect to information supplied
by URS specifically for inclusion therein.
Section 4..9 Absence of Material Adverse and Other Changes. Except
as contemplated by this Agreement, and except as set forth in Section 4.9 of
the Greiner Disclosure Letter, since September 30, 1995, Greiner and the
Greiner Subsidiaries have conducted their business in the ordinary course,
consistent with past practices, and there has not been: (a) any event or
occurrence that has resulted in a Greiner Material Adverse Effect, or any
development or combination of developments of which Greiner has knowledge that
is reasonably likely, in Greiner's commercially reasonable judgment, to result
in a Greiner Material Adverse Effect, (b) any declaration, setting aside or
payment of any dividend or other capital distributions in respect of any of its
capital stock, except for regular cash dividends to holders of Greiner Common
Stock in amounts and at times consistent with prior practice, or any redemption
or repurchase or other acquisition of any shares of its capital stock, (c) any
increase in the regular compensation of any of the officers or employees of
Greiner or the Greiner Subsidiaries, except such increases as have been granted
in the ordinary course of business in accordance with its customary practices
(which shall include normal periodic performance reviews, promotions and
related compensation increases), (d) any incurrence, assumption or guarantee by
Greiner or any of the Greiner Subsidiaries of any indebtedness for borrowed
money other than in the ordinary course of business consistent with past
practices, (e) any transaction or commitment made, or any contract or agreement
entered into, by Greiner or any of the Greiner Subsidiaries (including the
acquisition or disposition of any assets) or any relinquishment by Greiner or
any of the Greiner Subsidiaries of any contract or other right, in either case,
material to Greiner's business taken as a whole, other than transactions and
commitments in the ordinary course of business consistent with past practices
and those contemplated by this Agreement, (f) any change in any method of
accounting or accounting practice by Greiner or any of the Greiner
Subsidiaries, except for any such change after the date hereof required by
reason of a mandatory concurrent change in GAAP, (g) any loss or damage to the
properties or assets of Greiner or the Greiner Subsidiaries which has resulted
or is reasonably likely to result in a Greiner Material Adverse Effect, or (h)
any agreement or any commitment to take any of the actions described in this
Section 4.9.
Section 4..10 Litigation. Except for litigation disclosed in the
notes to the financial statements included in the Greiner SEC Reports or as set
forth in Section 4.10 of the Greiner Disclosure Letter, there is no suit,
action or proceeding (whether at law or equity, before or by any Federal, state
or foreign court, tribunal, commission, board, agency or instrumentality, or
before any arbitrator) pending or, to the best knowledge of Greiner, threatened
against or affecting Greiner or any of the
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Greiner Subsidiaries, the outcome of which, in the reasonable judgment of
Greiner, is likely individually or in the aggregate to have a Greiner Material
Adverse Effect, or which challenges the validity of this Agreement or seeks to
prevent, enjoin, materially alter or materially delay the transactions
contemplated hereby, nor is there any judgment, decree, injunction, rule or
order of any court, governmental department, commission, agency,
instrumentality or arbitrator outstanding against Greiner or any of the Greiner
Subsidiaries having, or which, insofar as can reasonably be foreseen, in the
future may have, any such effect.
Section 4..11 Absence of Undisclosed Liabilities. Except for
liabilities or obligations which are accrued or reserved against in the Greiner
Financial Statements (or reflected in the notes thereto) or which were incurred
after September 30, 1995 in the ordinary course of business and consistent with
past practices or in connection with the transactions contemplated by this
Agreement, Greiner and the Greiner Subsidiaries do not have any liabilities or
obligations (whether absolute, accrued, contingent or otherwise) of a nature
required by GAAP to be reflected in a consolidated balance sheet (or reflected
in the notes thereto).
Section 4..12 No Default. Except as set forth in Section 4.12 of the
Greiner Disclosure Letter, neither Greiner nor any of the Greiner Subsidiaries
is in violation or breach of, or default under (and no event has occurred which
with notice or the lapse of time or both would constitute a violation or breach
of, or default under) any term, condition or provision of (a) its Articles or
Certificate of Incorporation, as the case may be, or By-Laws, (b) any note,
bond, mortgage, deed of trust, security interest, indenture, license, contract,
agreement, plan, lease, commitment or other instrument or obligation to which
Greiner or any of the Greiner Subsidiaries is a party or by which any of them
or any of their properties or assets may be bound or affected, (c) any order,
writ, injunction, decree, statute, rule or regulation applicable to Greiner or
any of the Greiner Subsidiaries or any of their properties or assets, or (d)
any certificate of need, accreditation, registration, license, permit and other
consent or approval of governmental agencies or accreditation organization,
except in the case of clauses (b), (c) and (d) above for violations, breaches
or defaults which would not individually or in the aggregate have a Greiner
Material Adverse Effect.
Section 4..13 Properties, Liens, Etc. Greiner and the Greiner
Subsidiaries own all of their tangible and intangible property, real and
personal, free and clear of any Liens, except for statutory mechanics' and
materialmens' liens, liens for current taxes not yet delinquent, and liens and
encumbrances which do not confer upon the secured parties rights to property
which, if exercised upon default, would have a Greiner Material Adverse Effect.
All plants, structures and material equipment owned or leased by Greiner or the
Greiner Subsidiaries and used in the operation of their business are in
satisfactory condition and repair for the requirements of such business as
presently conducted. Neither Greiner nor any of the Greiner Subsidiaries have
received notice, or have knowledge of, any pending, threatened or contemplated
condemnation proceeding, or of any sale or other disposition in lieu of
condemnation, affecting any real property owned or leased by Greiner or any of
the Greiner Subsidiaries.
Section 4..14 Taxes. Except as set forth in Section 4.14 of the
Greiner Disclosure Letter:
(a) Greiner and each of the Greiner Subsidiaries has (i)
timely filed (or has had timely filed on its behalf) or will cause to be timely
filed all material Tax Returns (as defined below) required by applicable law to
be filed by any of them for tax years ended prior to the date of this Agreement
and all such Tax Returns and amendments thereto are or will be true, complete,
and correct in all material respects, (ii) has
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paid (or has had paid on its behalf) all Taxes due or has properly accrued or
reserved for all such Taxes for such periods, and (iii) has accrued for all
Taxes for periods subsequent to the periods covered by such Tax Returns.
(b) There are no material liens for Taxes upon the assets
of Greiner or any of the Greiner Subsidiaries, except liens for Taxes not yet
due.
(c) There are no material deficiencies or adjustments for
Taxes that have been proposed or assessed by any Tax Authority (as defined
below) against Greiner or any of the Greiner Subsidiaries and which remain
unpaid.
(d) The Federal income tax returns of Greiner and each of
the Greiner Subsidiaries have been examined by the Internal Revenue Service for
all past taxable years and periods to and including the years set forth in
Section 4.14 of the Greiner Disclosure Letter, and all material deficiencies
finally assessed as a result of such examinations have been paid. Section 4.14
of the Greiner Disclosure Letter sets forth (i) all taxable years and periods
of Greiner and the Greiner Subsidiaries that are presently under Audit (as
defined below) or in respect of which Greiner or any of the Greiner
Subsidiaries has been notified in writing by the relevant Tax Authority that it
will be Audited, (ii) the taxable years of Greiner and the Greiner Subsidiaries
in respect of which the statutory period of limitations for the assessment of
Federal, state and local income or franchise Taxes has expired, and (iii) all
waivers extending the statutory period of limitation applicable to any material
Tax Return filed by Greiner or any of the Greiner Subsidiaries for any taxable
period ending prior to the date of this Agreement.
(e) Prior to the date hereof, Greiner and the Greiner
Subsidiaries have disclosed all material Tax sharing, Tax indemnity, or similar
agreements to which Greiner or any of the Greiner Subsidiaries is a party to,
is bound by, or has any obligation or liability for Taxes.
(f) As used in this Agreement, (i) "Audit" shall mean any
audit, assessment of Taxes, other examination by any Tax Authority, proceeding
or appeal of such proceeding relating to Taxes, (ii) "Taxes" shall mean all
Federal, state, local and foreign taxes, and other assessments of a similar
nature (whether imposed directly or through withholding), including any
interest, additions to tax, or penalties applicable thereto, (iii) "Tax
Authority" shall mean the Internal Revenue Service and any other domestic or
foreign governmental authority responsible for the administration of any Taxes,
and (iv) "Tax Returns" shall mean all Federal, state, local and foreign tax
returns, declarations, statements, reports, schedules, forms and information
returns and any amended Tax Return relating to Taxes.
Section 4..15 Benefit Plans.
(a) Section 4.15 of the Greiner Disclosure Letter lists each
Greiner Plan. With respect to each of the Greiner Plans, Greiner has
heretofore delivered or made available to URS true and complete copies of each
of the following documents: (i) a copy of each written plan (including all
amendments thereto) or a description of each unwritten plan; (ii) a copy of the
annual report, if required under ERISA, with respect to each Greiner Plan for
the last three years; (iii) a copy of the actuarial report, if required under
ERISA, with respect to each Greiner Plan for the last three years and any
interim actuarial reports or calculations provided by the actuary since the
date of the most recent annual actuarial report; (iv) the most recent summary
plan description and all succeeding summaries
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of material modifications for each Greiner Plan for which a summary plan
description is required; (v) if the Greiner Plan is funded through a trust or
any third party funding vehicle, a copy of the trust or other funding agreement
(including all amendments thereto) and the latest financial statements thereof;
and (vi) the most recent determination letter issued with respect to each
Qualified Greiner Plan. Each of the Greiner Plans has been operated and
administered in all material respects in accordance with their terms and with
all applicable laws, including Federal and state securities laws. Each Greiner
Plan intended to be qualified under Section 401(a) of the Code is so qualified
and has received a favorable determination letter from the Internal Revenue
Service with respect to such qualification, its related trust has been
determined to be exempt from taxation under Section 501(a) of the Code and
nothing has occurred since the date of such letter that would adversely affect
such qualification or exemption.
(b) Section 4.15 of the Greiner Disclosure Letter lists each
Greiner Benefit Arrangement. With respect to each of the Greiner Benefit
Arrangements, Greiner has heretofore delivered to or made available to URS true
and complete copies of each written plan (including all amendments thereto) or
a description of each unwritten plan. Each Greiner Benefit Arrangement has
been maintained in substantial compliance with its terms and with the
requirements prescribed by any and all statutes, orders, rules, and
regulations, including, without limitation, ERISA and the Code, that are
applicable to such Greiner Benefit Arrangement, including Federal and state
securities laws.
(c) Neither Greiner nor the Greiner Subsidiaries nor any of their
ERISA Affiliates has been involved in any transaction, taken any action, or
failed to take any action that could cause Greiner or the Greiner Subsidiaries
to be subject to any liability that would likely cause a Greiner Material
Adverse Effect. No fiduciary of any Greiner Plan or Greiner Benefit
Arrangement has taken any action that would result in such fiduciary being
liable for the payment of damages under ERISA Section 409 and that would result
in any material liability for Greiner, the Greiner Subsidiaries or URS.
(d) Except with respect to contributions to Greiner Plans under
Section 412 that are current and not past due, neither Greiner nor the Greiner
Subsidiaries has incurred (directly or indirectly) prior to the Closing any
current obligation to pay (i) any liability under Title IV of ERISA or (ii) any
liability under Section 412 of the Code that remains unpaid at the date of
signing of this Agreement. There is no "unfunded pension liability," i.e.,
excess of the value of benefits earned to date over assets, with respect to
Employee Benefit Plans subject to Title IV of ERISA. All premiums owed to the
Pension Benefit Guaranty Corporation with respect to any Employee Benefit Plan
subject to Title IV have been paid.
(e) None of Greiner, the Greiner Subsidiaries, or their ERISA
Affiliates is making or accruing an obligation to make contributions or has, on
or after January 1, 1980, made or accrued an obligation to make contributions
to a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA.
(f) Full payment has been made of all amounts that Greiner and the
Greiner Subsidiaries are required to pay as contributions to the Employee
Benefit Plans as of the last day of the most recent fiscal year of each of the
plans ended prior to the date of this Agreement.
(g) No Greiner Plan or Greiner Benefit Arrangement provides or
ever provided benefits, including without limitation, death or medical benefits
(whether or not insured and whether or not funded), with respect
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to current or former employees of Greiner and the Greiner Subsidiaries beyond
their retirement or other termination of service (other than (i) coverage
mandated by applicable law, (ii) death benefits or retirement benefits under
any "employee pension benefit plan," as that term is defined in Section 3(2) of
ERISA, (iii) deferred compensation benefits accrued as liabilities on the books
of Greiner and disclosed heretofore to URS, or (iv) benefits the full cost of
which are borne by the current or former employee (or his or her beneficiary)).
The consummation of the transactions contemplated hereby will not (i) entitle
any current or former employee of Greiner or the Greiner Subsidiaries to
severance pay, unemployment compensation or any similar payment, or (ii)
accelerate the time of payment or vesting, or increase the amount of any
compensation due to any such employee or former employee.
(h) With respect to Greiner Plans and Greiner Benefit
Arrangements, all reports, forms, and other documents required to be filed with
any governmental authority or distributed to plan participants (including,
without limitation, summary plan descriptions, Forms 5500, and summary annual
reports) have been timely filed (if applicable) and distributed (if applicable)
and were accurate.
(i) There are no pending, threatened, or anticipated claims (other
than routine claims for benefits) by, on behalf of, or against any Greiner
Plans or Greiner Benefit Arrangements. No Greiner Plans or Greiner Benefit
Arrangements are presently under audit or examination (nor has notice been
received of a potential audit) by the Internal Revenue Service, the Department
of Labor, or PBGC, nor are there any matters pending with respect to any
Greiner Plan with the Internal Revenue Service under its Voluntary Compliance
Resolution program, its Closing Agreement Program, or other similar programs.
(j) No "prohibited transaction," as such term is defined in Code
Section 4975 and ERISA Section 406, has occurred with respect to any Greiner
Plan or Greiner Benefit Arrangement that could subject such plan, any fiduciary
thereof, Greiner, the Greiner Subsidiaries or URS to a material penalty for
such prohibited transaction imposed by ERISA Section 502 or a material tax
imposed by Code Section 4975.
(k) Any bonding required by applicable provisions of ERISA with
respect to any Greiner Plan or Greiner Benefit Arrangement has been obtained
and is in full force and effect.
(l) For purposes of this Section 4.15:
(1) "Greiner Benefit Arrangement" means each
employment, severance, or other similar contract, arrangement, or policy and
each plan or arrangement (written or oral, formal or informal) providing for
insurance coverage (including any self-insured arrangements), cafeteria
benefits under Section 125 of the Code, fringe benefits (including but not
limited to paid holidays, personal leave, employee discount, educational
benefit, or similar programs), workers' benefits, vacation benefits, severance
benefits, disability benefits, death benefits, retirement benefits, deferred
compensation, profit-sharing, bonuses, stock options, stock purchase, phantom
stock, stock appreciation or other forms of incentive compensation or
postretirement insurance or health benefits, compensation or benefits that (i)
is not a Greiner Plan, (ii) is or has been entered into, maintained, or
contributed to by Greiner or its ERISA Affiliates, and (iii) covers, or within
the last five years covered and has further or continuing obligations, any
employee of Greiner or any Greiner Subsidiary.
(2) "Greiner Plan" means any Employee Benefit
Plan or "multiemployer plan" as defined in Section 4001(a)(3) of ERISA
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(a) maintained or contributed to by or on behalf of Greiner or any Greiner
Subsidiary, whether currently or within the six years prior to the Closing
Date, or (b) in which any employee of Greiner or any Greiner Subsidiary has
participated, as an employee of Greiner or any Greiner Subsidiary, within the
six years prior to the Closing Date, or under which any such employee has
accrued and remains entitled to any benefit.
(3) "Employee Benefit Plan" means any deferred
compensation, retirement, severance, health, or other plan or program
constituting an "employee benefit plan" as defined in Section 3(3) of ERISA
maintained or previously maintained for current or former employees of Greiner
or the Greiner Subsidiaries, or any ERISA Affiliate of Greiner or the Greiner
Subsidiaries or in which any such employees participate or participated, other
than a Multiemployer Plan.
(4) "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and all regulations and published
interpretations promulgated thereunder, as in effect from time to time.
(5) "ERISA Affiliate" means each person (as
defined in Section 3(9) of ERISA) that, together with Greiner or a Greiner
Subsidiary, would be treated as a single employer under Section 4001(b) of
ERISA or that would be deemed to be a member of the same "controlled group"
within the meaning of Section 414(b), (c), (m), and (o) of the Code (provided,
however, that when the subject of the provision is a Multiemployer Plan only
subsections (b) and (c) of Section 414 shall be taken into account).
Section 4..16 Employment Matters; Labor Relations.
(a) Section 4.16 of the Greiner Disclosure Letter sets
forth a true and complete list of the names, classifications, dates of hire and
base compensation for the year ending December 31, 1995, of each employee of
Greiner and the Greiner Subsidiaries whose base compensation exceeds $75,000
per annum.
(b) With respect to current or former employees of
Greiner and the Greiner Subsidiaries,
(i) Each of Greiner and the Greiner Subsidiaries
is in substantial compliance with all applicable laws respecting employment and
employment practices, and occupational safety and health, except for such
violations, if any, that in the aggregate have not had and would not have a
Greiner Material Adverse Effect. There is no charge or compliance action
pending or threatened against or with respect to Greiner or any of the Greiner
Subsidiaries before the Equal Employment Opportunity Commission or any state,
local, or foreign agency responsible for the prevention of unlawful employment
practices as to which there is a reasonable likelihood of adverse
determination. None of Greiner nor any of the Greiner Subsidiaries has
received notice of the intent of any Federal, state, local or foreign agency
responsible for the enforcement of labor or employment laws to conduct an
investigation, and, to Greiner's knowledge, no such investigation is in
progress.
(ii) The employees of Greiner and the Greiner
Subsidiaries are not represented by any labor union, nor are there any
collective bargaining agreements or any other types of agreements with labor
unions otherwise in effect with respect to such employees, nor are any
collective bargaining agreements currently being negotiated, and, to Greiner's
knowledge, no union organizational campaign is in progress. None of Greiner or
the Greiner Subsidiaries is engaged in any unfair labor practices as defined in
the National Labor Relations Act or other applicable law, ordinance, or
regulation. There is no unfair labor
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practice charge or complaint against any of Greiner or the Greiner Subsidiaries
pending or, to Greiner's knowledge, threatened before the National Labor
Relations Board. There is no labor strike, lockout, slow-down or work stoppage
pending or threatened against Greiner or any of the Greiner Subsidiaries. None
of Greiner and the Greiner Subsidiaries has experienced any significant work
stoppage or been party to any proceedings before the National Labor Relations
Board for the past three years.
Section 4..17 Intellectual Property.
(a) Except as set forth in Section 4.17 of the Greiner
Disclosure Letter, and except to the extent that the inaccuracy of any of the
following (or the circumstances giving rise to such inaccuracy), individually
and in the aggregate, would not have a Greiner Material Adverse Effect:
(i) Greiner and the Greiner Subsidiaries own, or
are licensed or otherwise have the right to use (in each case, clear of any
lien or encumbrance of any kind) all Intellectual Property (as defined below)
that in any material respect is used or proposed to be used in the business of
Greiner and the Greiner Subsidiaries.
(ii) No claims are pending, or to the knowledge of
Greiner, threatened that Greiner or any of the Greiner Subsidiaries is
infringing on or otherwise violating the rights of any person with regard to
any Intellectual Property owned by and/or licensed to Greiner or the Greiner
Subsidiaries.
(iii) To the knowledge of Greiner, no person is
infringing on or otherwise violating any right of Greiner or any Greiner
Subsidiary with respect to any Intellectual Property owned by and/or licensed
to Greiner or the Greiner Subsidiaries, provided, that the foregoing
representation is qualified to the extent of publicly known problems of general
applicability with respect to software piracy and copyright protection.
(iv) None of the former or current members of
management or key personnel of Greiner or any Greiner Subsidiary, including all
former and current employees, agents, consultants and contractors who have
contributed to or participated in the conception and development of designs,
computer software or other Intellectual Property of Greiner or the Greiner
Subsidiaries, has asserted in writing any claim against Greiner or any of the
Greiner Subsidiaries in connection with the involvement of such persons in the
conception and development of any design, computer software or other
Intellectual Property, and no such claim, to the knowledge of Greiner, has been
threatened.
(v) The execution and delivery of this Agreement,
compliance with its terms and the consummation of the transactions contemplated
hereby do not and will not conflict with or result in any violation or default
(with or without notice or the lapse of time) or give rise to any right,
license or encumbrance relating to the Intellectual Property, or any right of
termination, cancellation, or acceleration of any material Intellectual
Property right or obligation.
(b) For purposes of this Agreement, "Intellectual
Property" means (a) trademarks (registered on unregistered), service marks,
brand names, certification marks, trade dress, assumed names, trade names and
other indications of origin, the goodwill associated with the foregoing and
registrations in any jurisdiction of, and applications in any jurisdiction to
register, the foregoing, including any extension, modification or renewal of
any such registration or application; (b) inventions, discoveries and ideas,
whether patented, patentable or not
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in any jurisdiction; (c) nonpublic information, trade secrets and confidential
information and rights in any jurisdiction to limit the use or disclosure
thereof by any person; (d) writings and other works, whether copyrighted,
copyrightable or not in any jurisdiction; (e) registration or applications for
registration of copyrights in any jurisdiction, and any renewals or extensions
thereof; (f) any similar intellectual property or proprietary rights and
computer programs and software (including source code, object code and data);
(g) licenses, immunities, covenants not to sue and the like relating to the
foregoing; and (h) any claims or causes of action arising out of or related to
any infringement or misappropriation of any of the foregoing.
(c) Except for the name "Greiner" and the Greiner logo,
there are no (i) material domestic and foreign registered trademarks,
registered copyrights and patents, and applications for registration of any of
the foregoing; (ii) material trade names, service marks, service names, logos
and assumed names which are owned by Greiner or any of the Greiner
Subsidiaries, as the case may be, and that are used or proposed to be used in
the business of Greiner and the Greiner Subsidiaries as currently conducted; or
(iii) material licenses and other agreements to which Greiner or any Greiner
Subsidiary is a party and pursuant to which Greiner is authorized to use any
Intellectual Property. To the knowledge of Greiner, all registered
Intellectual Property has been validly issued or registered and is subsisting.
Neither Greiner nor the Greiner Subsidiaries have taken or omitted to take any
act which act or omission might have the effect of waiving or impairing any of
the rights of Greiner to practice and enforce any patent, or to use and enforce
any trademark or copyright listed on Section 4.17 of the Greiner Disclosure
Letter.
Section 4..18 Insurance. Section 4.18 of the Greiner Disclosure
Letter contains a complete and correct list and accurate summary description of
all insurance policies and material completion bonds (including, without
limitation, professional liability coverage) maintained by or on behalf of or
covering Greiner and the Greiner Subsidiaries, their assets or operations, or
the conduct of their business. Greiner has made available to URS complete and
correct copies of all the declaration sheets or binders (if declaration sheets
are not yet issued) relating to such policies and bonds. Except as noted on
Section 4.18 of the Greiner Disclosure Letter, all such policies and bonds are
in full force and effect, no notices of cancellation or nonrenewal have been
received with respect thereto, and all premiums due thereon have been paid.
Greiner and the Greiner Subsidiaries have complied in all material respects
with the provisions of such policies and bonds. Such policies and bonds are of
the type and in amounts customarily carried by persons conducting businesses
similar to the business conducted by Greiner and the Greiner Subsidiaries.
Section 4..19. Compliance with Applicable Law. Greiner and the
Greiner Subsidiaries are not in violation of, or to Greiner's knowledge, are
neither under investigation with respect to nor have been threatened to be
charged with or given notice of any violation of, any applicable laws,
ordinances, rules and regulations of any court, administrative agency or
commission or other governmental authority or instrumentality, whether domestic
or foreign (each a "Governmental Entity") applicable to Greiner or any Greiner
Subsidiary, except for such violations, if any, that, in the aggregate, have
not had and would not, in the reasonable judgment of Greiner, be likely to have
a Greiner Material Adverse Effect.
Section 4..20. Certain Contracts and Arrangements. Section 4.20 of
the Greiner Disclosure Letter lists all of the following agreements to which
Greiner or any of the Greiner Subsidiaries is a party ("Material Agreements"):
(a) Each partnership, joint venture or other similar
agreement or arrangement to which Greiner or any Greiner Subsidiary is a
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party that has involved or is expected to involve an annual sharing of revenues
of $5,000,000 or more to other persons;
(b) Each lease for real or personal property in which the
amount of payments which Greiner or a Greiner Subsidiary is required to make
on an annual basis is $500,000 or more;
(c) Each agreement of Greiner and the Greiner
Subsidiaries relating to indebtedness for borrowed money (whether incurred,
assumed, guaranteed or secured by any asset) in an aggregate outstanding
principal amount of $1,000,000 or more;
(d) Each other agreement, license or franchise which has
not been terminated or performed in its entirety and not renewed which may be,
by its terms, terminated, impaired or adversely affected by reason of the
execution of this Agreement, the closing of the Merger, or the consummation of
the transactions contemplated hereby or thereby, and the loss of which would,
individually or in the aggregate with other such agreements, licenses, or
franchises, have a Greiner Material Adverse Effect;
(e) Each agreement of Greiner or the Greiner Subsidiaries
with or for the benefit of any affiliate of Greiner with annual payments of
$50,000 or more;
(f) Each contract containing covenants purporting to
materially limit the freedom of Greiner or any Greiner Subsidiary to compete in
any line of business or in any geographic area; and
All Material Agreements are valid, binding and enforceable in accordance with
their terms and none of Greiner or the Greiner Subsidiaries nor, to the
knowledge of Greiner, any other party thereto, is in default under any of such
agreements, nor, to the knowledge of Greiner, has any event or circumstance
occurred that, with notice or lapse of time or both, would constitute any event
of default by Greiner or the Greiner Subsidiaries or any other party thereto
other than with respect to any of the foregoing such defaults, if any, that
would not, individually or in the aggregate, have a Greiner Material Adverse
Effect. To Greiner's knowledge, none of the parties to the contracts
identified in this Section have terminated, or have expressed an intent to
reduce materially or terminate presently or in the future, such contracts.
Section 4..21 Prohibited Payments. Greiner has not, with respect to
the opportunities, business or operation of Greiner, (a) entered into any
understanding agreement or arrangement, written or oral, under or pursuant to
which bribes, kickbacks, rebates, payoffs or other forms of illegal payments
have been or will be made, provided for or suffered, either directly or
indirectly, through agents, brokers or other intermediaries, (b) made any
illegal payment or contribution of moneys, services or property to any
political party, candidate or elected official, directly or indirectly, for any
purpose or (c) directly or indirectly engaged in any activity prohibited by the
Foreign Corrupt Practices Act of 1977.
Section 4..22 Powers of Attorney. Greiner has not given a power of
attorney, except for revocable powers of attorney routinely granted in the
ordinary course of business which related to routine representations before
governmental agencies or given in connection with the qualification to conduct
business in other jurisdictions.
Section 4..23 Environmental Matters.
(a) (i) Greiner and each of the Greiner
Subsidiaries hold, and are in substantial compliance with, all Environmental
Permits,
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and with all applicable Environmental Laws, except where the failure to hold
such permits or to be in compliance would not have a Greiner Material Adverse
Effect.
(ii) Neither Greiner nor any of the
Greiner Subsidiaries has received any written request for information, or has
been notified that it is a potentially responsible party, under the Federal
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended, or any similar state law with respect to any on-site or off-site
location.
(iii) No notice, notification, demand,
request for information, citation, summons, complaint or order has been issued,
no complaint has been filed, no penalty has been assessed and no investigation
or review (collectively, "Environmental Notices") is pending, or to Greiner's
knowledge, threatened by any governmental entity or other person with respect
to any (1) alleged violation by Greiner or any of the Greiner Subsidiaries of
any Environmental Law or liability thereunder or (2) alleged failure by Greiner
or any of the Greiner Subsidiaries to have any Environmental Permit, except, in
each case, for Environmental Notices that would not have a Greiner Material
Adverse Effect.
(iv) To Greiner's knowledge, there have
been no discharges, emissions or releases of Hazardous Substances by Greiner
which are or were reportable under Environmental Laws, other than such
discharges, emissions or releases that would not have a Greiner Material
Adverse Effect.
(b) There has been no material environmental
investigation of Greiner, study, audit, test, review or other analysis
(including any Phase I environmental assessments) conducted of which Greiner
has knowledge in relation to any real property or lease which has not been
delivered to URS prior to the date hereof. Neither Greiner nor any of the
Greiner Subsidiaries is subject to any judgment, decree or order relating to
compliance with, or the cleanup of regulated substances under, any applicable
Environmental Law.
(c) For purposes of this Agreement: (i) the term
"Environmental Laws" means any and all applicable Federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, judicial orders, decrees, codes, injunctions, permits, consent
decrees, consent orders and governmental restrictions, now in effect, relating
to human health, the environment or to emissions, discharges or releases of
pollutants, contaminants, Hazardous Substances or wastes into the environment,
including without limitation ambient air, surface water, ground water or land,
or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of pollutants,
contaminants, Hazardous Substances or wastes or the clean-up or other
remediation thereof; (ii) the term "Environmental Permits" means all permits
licenses, authorizations, certificates and approvals of governmental
authorities relating to or required by Environmental Laws and necessary or
proper for the business of Greiner and the Greiner Subsidiaries as currently
conducted; and (iii) "Hazardous Substance" means any toxic, radioactive,
caustic or otherwise hazardous substance, including petroleum, its derivatives,
by-products and other hydrocarbons, or any substance having any constituent
elements displaying any of the foregoing characteristics, including, without
limitation, any substance regulated under Environmental Laws.
Section 4..24 Regulatory Matters. Greiner has filed or
otherwise provided all reports, data, other information and applications which
are required to be filed with or otherwise provided to the U.S. Environmental
Protection Agency (the "EPA"), the U.S. Occupational Safety and Health
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Administration ("OSHA"), and any other Federal, state, local or foreign
governmental authorities with jurisdiction and all regulatory approvals in
respect thereof are in full force and effect on the date hereof, the failure to
file or provide which or obtain which would, in the aggregate, result in a
Greiner Material Adverse Effect.
Section 4..25 Immigration Reform and Control Act.
(a) Greiner has fully complied with the
verification requirements and the recordkeeping requirements of the Immigration
Reform and Control Act of 1986 ("IRCA").
(b) To the best knowledge and belief of Greiner
and the Greiner Subsidiaries, the information and documents on which Greiner
relied in complying with IRCA are true and correct.
(c) There have not been any discrimination
complaints filed against Greiner pursuant to IRCA.
Section 4..26 Board Approvals; Opinion of Financial Advisor.
The Board of Directors of Greiner (at a meeting duly called and held or
pursuant to valid written consent) has unanimously determined that the
transactions contemplated hereby are fair to and in the best interests of
Greiner and its stockholders. Greiner has received the opinion of Houlihan,
Lokey, Howard & Zukin, Inc. ("HL"), Greiner's financial advisor, or another
financial advisor selected by Greiner and reasonably acceptable to URS,
substantially to the effect that the Merger consideration to be paid to holders
of the Greiner Common Stock in the Merger is fair to such stockholders from a
financial point of view.
Section 4..27 Brokers. No broker, finder or investment
banker is entitled to any brokerage, finder's fee or commission payable by
Greiner in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of Greiner.
Section 4..28 Disclosure. No representation or warranty by
Greiner in this Agreement, the schedules hereto or any certificates delivered
pursuant to the terms hereof, contains or will contain an untrue statement of
material fact, or omits or will omit to state a material fact necessary to make
the statements contained herein or therein, in light of the circumstances in
which they were made, not misleading.
Section 4..29 Reliance. The foregoing representations and
warranties are made by Greiner with the knowledge and expectation that URS is
placing reliance thereon.
ARTICLE 5.
REPRESENTATIONS AND WARRANTIES OF URS
Except as otherwise disclosed to Greiner in a letter delivered
to it prior to the execution hereof (which letter shall contain appropriate
references to identify the representations and warranties herein to which the
information in such letter relates) (the "URS Disclosure Letter"), URS and the
Subsidiary represent and warrant to Greiner as follows:
Section 5..1 Organization. Each of URS and the Subsidiary is
a corporation duly organized, validly existing, and in good standing under the
laws of the jurisdiction of its incorporation and has all requisite corporate
power and authority to own, lease, and operate its properties, and to carry on
its business as now being conducted, except where the failure to be so
organized, existing, and in good standing or to have such
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power and authority would not have a URS Material Adverse Effect. Each of URS
and the Subsidiary is duly qualified or licensed and in good standing to do
business in each jurisdiction in which the property owned, leased, or operated
by it or the nature of the business conducted by it makes such qualification
necessary, except in any such jurisdictions where the failure to be so duly
qualified or licensed and in good standing would not have a URS Material
Adverse Effect on the Business Condition of URS. For purposes of this
Agreement, "URS Material Adverse Effect" means, when used in connection with
URS, any change or effect that is materially adverse to the Business Condition
of URS, other than changes or effects resulting from (i) changes attributable
to conditions affecting the engineering business generally, (ii) changes in
general economic conditions, or (iii) changes attributable to the announcement
or pendency of the Merger.
Section 5..2 Capitalization. The authorized capital stock of
URS consists of 20,000,000 shares of URS Common Stock, par value $0.01 per
share, and 1,000,000 shares of preferred stock, par value $1.00 per share (the
"URS Preferred Stock"). As of the date hereof, (i) 7,167,591 shares of URS
Common Stock are issued and outstanding, (ii) options to acquire 1,166,324
shares of URS Common Stock are outstanding under all stock option plans and
agreements of URS, (iii) 1,559,665 shares of URS Common Stock (including shares
of URS Common Stock issuable upon exercise of the options identified in clause
(ii) above) are reserved for issuance pursuant to all employee plans of URS,
and (iv) there are no shares of URS Preferred Stock outstanding. All of the
issued and outstanding shares of URS Common Stock are validly issued, fully
paid and nonassessable and free of preemptive rights. All of the URS Common
Stock reserved for issuance in exchange for the shares of the Greiner Common
Stock at the Effective Time of the Merger in accordance with this Agreement
will be, when so issued, duly authorized, validly issued, fully paid and
nonassessable and free of preemptive rights. The authorized capital stock of
the Subsidiary consists of 100 shares of the Subsidiary Common Stock, par value
$1.00 per share, all of which shares are validly issued and outstanding, fully
paid and nonassessable and are owned by URS. Except as set forth above or as
specified in Section 5.2 of the URS Disclosure Letter, as of the date of this
Agreement there are no shares of capital stock of URS issued or outstanding or
any options, warrants, subscriptions, calls, rights, convertible securities or
other agreements or commitments obligating URS to issue, transfer, sell,
redeem, repurchase or otherwise acquire any shares of its capital stock or
securities. Except as provided in this Agreement or as set forth in Section
5.2 of the URS Disclosure Letter, after the Effective Time of the Merger, URS
will have no obligation to issue, transfer or sell any shares of its capital
stock pursuant to any employee benefit plan or otherwise.
Section 5..3 Authority Relative to this Agreement. Each of
URS and the Subsidiary has all requisite corporate power and authority to enter
into this Agreement and subject, in the case of this Agreement, to the consents
and approvals set forth in Section 5.4 below, to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement
by URS and the Subsidiary and the consummation by URS and the Subsidiary of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of URS and the Subsidiary, including the unanimous
approval of their respective Boards of Directors, and no other corporate
proceedings on the part of URS or the Subsidiary are necessary to authorize
this Agreement or the transactions contemplated hereby. This Agreement has
been duly and validly executed and delivered by URS and the Subsidiary and
constitutes a valid and binding agreement of each of them, enforceable against
each of them in accordance with its terms, except that such enforceability may
be subject to (i) bankruptcy, insolvency, reorganization or other similar laws
relating to enforcement of creditors' rights generally, and (ii) general
equitable principles.
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Section 5..4 Consents and Approvals; No Violations. Except
for the applicable requirements of the Governmental Requirements, state or
foreign laws relating to takeovers, if applicable, state securities or blue sky
laws, state and local laws and regulations relating to licensing, and the
filing of the Documents of Merger as required by the Nevada Law, no filing
with, and no permit, authorization, consent or approval of, any Government
Entity is necessary for the execution, delivery and performance of this
Agreement by URS and the Subsidiary of the transactions contemplated by this
Agreement. Neither the execution, delivery nor performance of this Agreement
by URS and the Subsidiary, nor the consummation by URS and the Subsidiary of
the transactions contemplated hereby, nor compliance by URS and the Subsidiary
with any of the provisions hereof, will (i) conflict with or result in any
breach of any provisions of the Certificate of Incorporation or By-Laws of URS
or the Subsidiary or the Articles or Certificate of Incorporation, as the case
may be, or By-Laws of any of the URS Subsidiaries, (ii) except as set forth in
Section 5.4(ii) of the URS Disclosure Letter, result in a violation or breach
of, or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation, acceleration,
vesting, payment, exercise, suspension or revocation) under, any of the terms,
conditions or provisions of any note, bond, mortgage, deed of trust, security
interest, indenture, license, contract, agreement, plan or other instrument or
obligation to which URS or any of the URS Subsidiaries is a party or by which
any of them or any of their properties or assets may be bound or affected,
(iii) except as set forth in Section 5.4(iii) of the URS Disclosure Letter,
violate any order, writ, injunction, decree, statute, rule or regulation
applicable to URS, any URS Subsidiary or any of their properties or assets,
(iv) except as set forth in Section 5.4(iv) of the URS Disclosure Letter,
result in the creation or imposition of any Lien on any asset of URS or any URS
Subsidiary, or (v) except as set forth in Section 5.4(v) of the URS Disclosure
Letter, cause the suspension or revocation of any certificates of need,
accreditation, registrations, licenses, permits and other consents or approvals
of governmental agencies or accreditation organizations, except in the case of
clauses (ii), (iii), (iv) and (v) for violations, breaches, defaults,
terminations, cancellations, accelerations, creations, impositions, suspensions
or revocations which would not individually or in the aggregate have a URS
Material Adverse Effect.
Section 5..5 URS SEC Reports and Financial Statements. URS
has delivered to Greiner true and complete copies of each registration
statement, report and proxy or information statement, including, without
limitation, its Annual Reports to Stockholders incorporated in material part by
reference in certain of such reports, in the form (including exhibits and any
amendments thereto) required to be filed with SEC since January 1, 1992
(collectively, the "URS SEC Reports"). Except as set forth in Section 5.5 of
the URS Disclosure Letter, as of the respective dates such URS SEC Reports were
filed or, if any such URS SEC Reports were amended, as of the date such
amendment was filed, each of the URS SEC Reports (i) complied in all material
respects with all applicable requirements of the Securities Act and the
Exchange Act, and the rules and regulations promulgated thereunder, and (ii)
did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. Each of the audited consolidated financial statements and
unaudited consolidated interim financial statements of URS (including any
related notes and schedules) included (or incorporated by reference) in its
Annual Reports on Form 10-K for each of the three fiscal years ended October
31, 1992, 1993 and 1994, and to be included on Form 10-K for the fiscal year
ended October 31, 1995, when filed, and Quarterly Reports on Form 10-Q for all
interim periods subsequent thereto (the "URS Financial Statements") fairly
present, in conformity with GAAP applied on a consistent basis
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(except as may be indicated in the notes thereto), the consolidated financial
position of URS and the URS Subsidiaries as of its date and the consolidated
results of operations and cash flows for the period then ended (subject to
normal year-end adjustments in the case of any unaudited interim financial
statements). There has been no change in URS's accounting policies or methods
of making accounting estimates or changes in estimates that are material to the
URS Financial Statements, except as described in the notes thereto.
Section 5..6 Information Supplied. None of the information
supplied or to be supplied by URS, the URS Subsidiaries, auditors, attorneys,
financial advisors, other consultants or advisors or the Subsidiary for
inclusion in the Form S-4 or the Proxy Statement/Form S-4, will, in the case of
the Proxy Statement and any amendment or supplement thereto, at the time of the
mailing of the Proxy Statement and any amendment or supplement thereto, and at
the time of any meeting of stockholders of Greiner to vote upon this Agreement
and the transactions contemplated hereby, or in the case of the Form S-4, as
amended or supplemented, at the time it becomes effective and at the time of
any post-effective amendment thereto contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which they are made, not misleading or necessary to correct any statement in
any earlier filing with the SEC of such Proxy Statement/Form S-4 or any
amendment or supplement thereto or any earlier communication (including the
Proxy Statement/Form S-4) to stockholders of Greiner with respect to the
transactions contemplated by this Agreement. The Form S-4 and the Proxy
Statement/Form S-4 will comply as to form in all material respects with the
provisions of all applicable laws including the provisions of the Securities
Act and the Exchange Act and the rules and regulations of the SEC thereunder,
except that no representation is made by URS with respect to information
supplied by Greiner specifically for inclusion therein.
Section 5..7 Board Approvals; Opinion of Financial Advisor.
The Boards of Directors of URS and the Subsidiary (at meetings duly called and
held or pursuant to valid written consents) have unanimously determined that
the transactions contemplated hereby are fair to and in the best interests of
URS and the Subsidiary and the stockholders of URS. URS has received the
opinion of Morgan Stanley & Co. Incorporated ("MS"), URS's financial advisor,
substantially to the effect that the Merger consideration to be paid to holders
of the Greiner Common Stock in the Merger is fair to URS from a financial point
of view.
Section 5..8 Brokers. No broker, finder or investment
banker (other than MS) is entitled to any brokerage, finder's fee or commission
payable by URS in connection with the transactions contemplated by this
Agreement based upon arrangements made by or on behalf of URS.
Section 5..9 Disclosure. No representation or warranty by
URS in this Agreement, the schedules hereto or any certificates delivered
pursuant to the terms hereof, contains or will contain an untrue statement of
material fact, or omits or will omit to state a material fact necessary to make
the statements contained herein or therein, in light of the circumstances in
which they were made, not misleading.
ARTICLE 6.
PRE-CLOSING COVENANTS
Section 6..1 Covenants of All Parties. During the period
from the date of this Agreement until the earlier of the termination of this
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Agreement or the Effective Time of the Merger, each of the parties hereto
covenants and agrees as follows;
6..1.1 Advice of Changes. Each party shall
promptly advise each of the other parties in writing (i) of any event occurring
subsequent to the date of this Agreement that would render any representation
or warranty of such party contained in this Agreement, if made on or as of the
date of such event or the Closing Date, untrue or inaccurate in any material
respect.
6..1.2 Regulatory Approvals. Each party
shall execute and file, or join in the execution and filing, of any application
or other document that may be necessary in order to obtain the authorization,
approval or consent of any governmental body, Federal, state or local or
foreign, which may be reasonably required, or which the other party may
reasonably request, in connection with the consummation of the transactions
contemplated by this Agreement, including, without limitation, filings under
the HSR Act. Each party shall use its best efforts to obtain all such
authorizations, approvals and consents.
6..1.3 Confidentiality. Each party shall
hold in confidence all nonpublic information until such time as such
information is otherwise publicly available and, if this Agreement is
terminated, each party will deliver to the other all documents, work papers and
other materials (including copies) obtained by such party or on its behalf from
the other party as a result of this Agreement or in connection herewith,
whether so obtained before or after the execution hereof. Each party shall
continue to abide by the terms of the confidentiality agreement between URS and
Greiner in effect as of the date hereof.
6..1.4 Best Efforts. Upon the terms and
subject to the conditions herein provided, each of the parties hereto agrees to
use its best efforts to take or cause to be taken all actions, to do or cause
to be done, and to assist and cooperate with the other party hereto in doing,
all things necessary, proper or advisable under applicable laws and
regulations, to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement, including (i)
using all reasonable efforts to obtain all necessary waivers, consents and
approvals from third parties, (ii) defending any lawsuits or other legal
proceedings, whether judicial or administrative, challenging this Agreement or
the consummation of the transactions contemplated hereby and thereby, and (iii)
executing and delivering such instruments, and taking such other actions as the
other party hereto may reasonably require in order to carry out the intent of
this Agreement.
6..1.5 Credit Agreement. The parties hereto
shall take all actions as may be reasonably necessary to fulfill the covenants
and conditions set forth in that certain Credit Agreement dated as of January
10, 1996 (the "Credit Agreement"), by and among URS, as Borrower, the lenders
listed therein as Lenders, and Wells Fargo Bank, National Association, as
Administrative Agent.
Section 6..2 Covenants of Greiner. During the period from
the date of this Agreement until the earlier of the termination of this
Agreement or the Effective Time of the Merger, Greiner agrees (except as
expressly contemplated by this Agreement or with the prior written consent of
URS) that:
6.2.1 Conduct of Business Pending Merger.
(a) Ordinary Course. Greiner and the Greiner
Subsidiaries shall carry on their respective businesses in the usual, regular
and ordinary course in substantially the same manner as heretofore conducted
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and, to the extent consistent with such businesses, use all reasonable efforts
to preserve intact their present business organizations, keep available the
services of their present officers and employees, and preserve their
relationships with customers, suppliers and others having business dealings
with Greiner and the Greiner Subsidiaries. Greiner shall promptly notify URS
of any event or occurrence or emergency not in the ordinary course of business,
of Greiner or the Greiner Subsidiaries, and material and adverse to the
Business Condition of Greiner. Neither Greiner nor any of the Greiner
Subsidiaries shall (except with the prior written consent of URS):
(i) accelerate, amend or change the period of
exercisability or vesting of options granted under any stock option plans or
restricted stock, stock bonus or other awards (including any discretionary
acceleration of the exercise periods by Greiner's Board of Directors permitted
under such plans) or authorize cash payments in exchange for any options,
restricted stock, stock bonus or other awards granted under any of such plans;
(ii) grant any severance or termination pay
to any officer or director or, except in the ordinary course of business
consistent with past practices, to any employee of Greiner or any Greiner
Subsidiary;
(iii) except in the ordinary course of
business consistent with past practices and other than transfers between or
among Greiner and any Greiner Subsidiary, transfer to any person or entity any
rights to the Greiner Intellectual Property Rights;
(iv) commence a lawsuit other than: (1) for
the routine collection of bills; (2) in such cases where Greiner in good faith
determines that failure to commence suit would result in a material impairment
of a valuable aspect of Greiner's business, provided Greiner consults with URS
prior to filing such suit; or (3) for a breach of this Agreement; and
(v) enter into one or more leases which
extend for a period of two years beyond the date of this Agreement and which
obligate the Company to pay aggregate gross rent in excess of $500,000.
(b) Dividends; Changes in Stock. Greiner shall
not, and it shall not permit any of the Greiner Subsidiaries to, (i) declare or
pay any dividends on or make other capital distributions in respect of any of
its capital stock, except for intercompany dividends or regular quarterly cash
dividends in an amount which shall not exceed $0.075 per share to holders of
Greiner Common Stock and at times consistent with prior practice, (ii) split,
combine or reclassify any of its capital stock or issue or authorize or propose
the issuance of any other securities in respect of, in lieu of or in
substitution for shares of its capital stock, or (iii) repurchase, redeem or
otherwise acquire, any shares of its capital stock.
(c) Issuances of Securities. Greiner shall not,
and it shall not permit any of the Greiner Subsidiaries to, issue, deliver or
sell, or authorize or propose the issuance, delivery or sale of, any shares of
its capital stock or any securities convertible into such shares, or any
rights, warrants, calls, subscriptions or options to acquire, any such shares
or convertible securities, or any other ownership interests in such capital
stock.
(d) Governing Documents. Greiner shall not, nor
shall it cause or permit any of the Greiner Subsidiaries to, amend its articles
or certificate of incorporation or by-laws.
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(e) No Acquisitions. Greiner shall not, and it
shall not permit any of the Greiner Subsidiaries to acquire, or agree to
acquire by merging or consolidating with, or by purchasing a substantial equity
interest in or substantial portion of the assets of, or by any other manner,
any business or any corporation, partnership, association or other business
organization or division thereof.
(f) No Dispositions. Other than sales or
licenses of products or technology in the ordinary course of business
consistent with prior practice, Greiner shall not, and it shall not permit any
of the Greiner Subsidiaries to, sell, lease, license, encumber or otherwise
dispose of, any of its assets, except for such dispositions in the ordinary
course of business or in amounts which are not material, in the aggregate, to
the business of Greiner.
(g) Indebtedness. Greiner shall not, and shall
not permit any of the Greiner Subsidiaries to, incur any indebtedness for
borrowed money or guarantee any such indebtedness or sell any debt securities
or warrants or rights to acquire any debt securities of Greiner or any of the
Greiner Subsidiaries or guarantee any debt securities of others, except in the
ordinary course of business consistent with past practices.
(h) Plans; Compensation. Except as otherwise
provided in this Agreement, Greiner shall not, and shall not permit any of the
Greiner Subsidiaries to, adopt or amend in any material respect any Greiner
Plan or pay any pension or retirement allowance not required by any existing
Greiner Plan. Greiner shall not and shall not permit any Greiner Subsidiary
to, enter into any employment contracts, pay any special bonuses or special
remuneration to officers, directors or employees, or increase the salaries,
wage rates or fringe benefits of (i) any of its officers or employees whose
compensation exceeded $150,000 during the fiscal year ending December 31, 1995,
or (ii) any of its other officers and employees other than pursuant to
scheduled reviews under Greiner's or the Greiner Subsidiary's normal
compensation review cycle, in all cases consistent with existing policies and
past practice.
(i) Tax Matters. Greiner shall not make any tax
election that would have a Greiner Material Adverse Effect or settle or
compromise any income tax liability of Greiner or any of the Greiner
Subsidiaries that would have a Greiner Material Adverse Effect.
(j) Discharge of Liabilities. Greiner shall not,
and it shall not permit any of the Greiner Subsidiaries to, pay, discharge,
settle or satisfy any claims, liabilities or obligations, except in the
ordinary course of business or in amounts which are not material, individually
or in the aggregate, to the business of Greiner.
(k) Material Agreements. Except in the ordinary
course of business, neither Greiner nor any of the Greiner Subsidiaries shall
modify, amend, or terminate any Material Agreement or waive, release or assign
any material rights or claims under such Material Agreement.
(l) Agreement. Neither Greiner nor any of the
Greiner Subsidiaries shall agree or commit to do any of the actions described
in this Section 6.2.1.
6.2.2 Stockholders' Meeting; Proxy Statement.
Greiner shall hold a meeting of its stockholders at the earliest practicable
date to submit this Agreement and related matters for their consideration and
approval, which approval shall be recommended by Greiner's Board of Directors
(subject to the fiduciary obligations of its directors and officers). Greiner
shall send to its stockholders, for the purpose of considering and voting upon
the Merger, a Proxy Statement satisfying all
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requirements of applicable state and Federal laws, and Greiner shall be solely
responsible for any statement, information or omission in said Proxy Statement
relating to it or its affiliates.
6.2.3 Acquisition Proposals. From the date hereof
until the earlier of the termination of this Agreement or the consummation of
the Merger, Greiner and the Greiner Subsidiaries will not, and will cause their
respective officers, directors, employees, agents and representatives not to,
directly or indirectly, encourage, solicit, accept, initiate or conduct
discussions or negotiations with, provide any information to, or enter into any
agreement with, any corporation, partnership, limited liability company, person
or other entity or group concerning the acquisition of all or a substantial
part of the assets, business or capital stock of Greiner, whether through
purchase, merger, consolidation, exchange or any other business combination
(each of the foregoing, an "Acquisition Proposal"). Notwithstanding anything
to the contrary in the preceding sentence, nothing herein shall prevent Greiner
and its officers and directors, from responding to and considering unsolicited
firm offers for any such transaction from persons other than URS if and to the
extent that, in the written opinion of Greiner's outside counsel, failure to do
so would be reasonably likely to constitute a violation of applicable law or a
breach of the fiduciary duties of Greiner's directors to Greiner's
stockholders. Greiner shall immediately provide written notice to URS of the
terms and other details of any such unsolicited inquiry or proposal relating to
an Acquisition Proposal. In the event that Greiner or any of its officers or
directors enters into any such negotiations or discussions for any reason which
thereby constitute a breach of this Section 6.2.3, Greiner shall immediately
reimburse URS for all expenses and costs incurred by URS in connection with the
transactions contemplated by this Agreement. In the event that Greiner or any
of its officers or directors shall enter into any letter of intent,
understanding or other agreement with a party other than URS relating to the
acquisition of all or a substantial part of the assets, business or capital
stock of Greiner, whether through purchase, merger, consolidation, exchange or
any other business combination, either in violation of the no-shop agreement
set forth in this Section or within nine (9) months after termination of this
Agreement for any reason, then immediately upon entering into such letter of
intent, understanding or other agreement, Greiner shall pay to URS a
termination fee in the amount of $5.0 million (the "Termination Fee");
provided, however, that such Termination Fee shall not be payable if, prior to
the entry by Greiner into such letter of intent, understanding or other
agreement, URS has unilaterally declined to close the Merger. The parties
acknowledge and agree that the expense reimbursement obligation and Termination
Fee described in this Section shall not be the exclusive remedy to URS in the
event of a breach by Greiner of this Agreement, and, in any such event, URS
shall be entitled, in addition to receiving such payments, to equitable
remedies, including, without limitation, specific performance and enjoining of
any actions determined to be in breach of this Agreement.
6.2.4 Maintenance of Business. Greiner will use
its best efforts to carry on and preserve its business and its relationships
with clients, customers, suppliers, employees and others in substantially the
same manner as it has prior to the date hereof. If Greiner becomes aware of a
deterioration in the relationship with any client, customer, supplier or key
employee, it will promptly bring such information to the attention of URS in
writing and, if requested by URS, will use its best efforts to restore the
relationship.
6.2.5 Access. Greiner shall afford to URS and to
URS's financial advisors, legal counsel, accountants, financing sources and
other authorized representatives access during normal business hours to all of
its books, records, properties, offices and personnel.
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6.2.6 Liability Insurance.
(a) On or before the Closing Date,
Greiner shall procure (subject to the approval of URS) continuing directors'
and officers' liability coverage (tail coverage) for directors and officers of
Greiner who have served as directors and officers of Greiner or its affiliates
(the "Greiner D & O Policy"), prior to the Effective Time of the Merger, with
respect to acts or failures to act prior to the Effective Time of the Merger.
Said policy shall have a term of not less than three (3) years after the
Closing Date.
(b) On or before the Closing Date,
Greiner shall procure (subject to the approval of URS) continuing fiduciary
liability coverage (tail coverage) for employees of Greiner who have served as
fiduciaries under any Greiner Plan (the "Greiner Fiduciary Policy") prior to
the Effective Time of the Merger, with respect to acts or failures to act prior
to the Effective Time of the Merger. Said policy shall have a term that shall
expire not less than one (1) year after the expiration of the term of the ESOP
portion of The Performance Plan and Stock Ownership Plan of Greiner
Engineering, Inc.
Section 6..3 Covenants of URS. During the period from the
date of this Agreement until the earlier of the termination of this Agreement
or the Effective Time of the Merger, URS and the Subsidiary agree (except as
expressly contemplated by this Agreement or with the prior written consent of
Greiner) that:
6.3.1 Registration Statement. The URS Common Stock
to be issued in the Merger shall be registered under the 1933 Act on Form S-4.
As promptly as practicable after the date hereof, URS shall prepare and file
with the SEC the Form S-4 and any other documents required by the 1933 Act in
connection with the Merger. URS shall use its best efforts to have the Form
S-4 declared effective as promptly as practicable after such filing. URS shall
also take any action required to be taken under any applicable state securities
or "blue sky" laws in connection with the issuance of the URS Common Stock in
connection with the Merger.
6.3.2 Listing Agreement. As promptly as practicable
after the date hereof, URS shall prepare and submit to each of the New York
Stock Exchange and the Pacific Stock Exchange a listing application covering
the shares of the URS Common Stock to be issued in connection with the Merger.
URS shall use its best efforts to obtain, prior to the Effective Time of the
Merger, approval for the listing of such URS Common Stock, subject to official
notice of issuance.
ARTICLE 7.
CONDITIONS TO CONSUMMATION OF THE MERGER
Section 7..1 Conditions to Obligations of Greiner. The
obligations of Greiner to effect the Merger shall be subject to the
satisfaction at or prior to the Effective Time of the Merger of the following
conditions:
7..1.1 Representations and Warranties True
at Closing. The representations and warranties contained in this Agreement of
URS and the Subsidiary shall be deemed to have been made again at and as of the
Closing with respect to the stated facts then existing and shall be true in all
material respects.
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7..1.2 Covenants Performed. All of the
obligations of URS and the Subsidiary to be performed at or before the Closing
pursuant to the terms of this Agreement shall be been duly performed.
7..1.3 Certificate. At the Closing, Greiner
shall have received a Certificate signed by the President of each of URS and
the Subsidiary to the effect that each of the conditions set forth in Section
7.1.1 and 7.1.2 have been satisfied.
7..1.4 Approval of Stockholders. This
Agreement and the Merger shall have been approved by the stockholders of
Greiner.
7..1.5 Opinion of Counsel. Sheppard,
Mullin, Richter & Hampton, counsel to URS, shall have issued an opinion of
counsel to Greiner, dated the Effective Time of the Merger, in form and
substance reasonably satisfactory to Greiner, to the effect that:
(i) URS is a corporation validly
existing and in good standing under the laws of the State of
Delaware and has all requisite corporate power to own, operate
and lease its properties and to carry on its business as it is
now being conducted;
(ii) URS has full corporate power to
enter into this Agreement and to carry out the transactions
provided for herein;
(iii) All corporate action required
to be taken on the part of URS to authorize it to execute and
deliver this Agreement and to consummate the transactions
contemplated hereby have been duly and validly taken.
(iv) This Agreement has been duly
and validly authorized, executed and delivered by URS and,
assuming due authorization, execution, delivery and
performance by each of the other parties hereto, constitutes
the valid and binding obligation of URS, enforceable in
accordance with its terms, except as such enforceability may
be limited by bankruptcy or other laws relating to or
affecting creditors' rights generally and by equitable
principles; and
(v) The shares of URS Common Stock
issuable in connection with the Merger have been duly and
validly authorized and, upon issuance, such shares will be
fully paid and nonassessable.
In giving such opinions, such counsel shall be
entitled to rely upon certificates of officers of URS or any of its
subsidiaries and public officials with respect to factual matters upon which
their opinions may be based, provided that the extent of such reliance is set
forth in such opinion and such opinion states that it is reasonable for Greiner
to rely thereon.
7..1.6 Form S-4. The Form S-4 pertaining to
the URS Common Stock to be issued in connection with the Merger shall have
become effective under the 1933 Act and shall not be the subject of any stop
order or proceedings seeking a stop order.
7..1.7 Merger Documents. The Merger
Documents shall have been filed with the Secretary of State of the State of
Nevada, as required by law.
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7..1.8 Material Adverse Changes. There
shall have been no URS Material Adverse Effect between the date of this
Agreement and the date of the Closing.
7..1.9 HSR Filing. Any waiting period
applicable to the consummation of the Merger under the HSR Act shall have
expired or been terminated, and no action shall have been instituted by the
Department of Justice or Federal Trade Commission challenging or seeking to
enjoin the consummation of the transaction contemplated by this Agreement,
which action shall not have been withdrawn or terminated.
Section 7..2 Conditions to Obligations of URS and the
Subsidiary. The obligations of URS and the Subsidiary to effect the Merger
shall be subject to the satisfaction at or prior to the Effective Time of the
Merger of the following conditions:
7..2.1 Representations and Warranties True
at Closing. The representations and warranties contained in this Agreement of
Greiner shall be deemed to have been made again at and as of the Closing with
respect to the stated facts then existing and shall be true in all material
respects.
7..2.2 Covenants Performed. All of the
obligations of URS and the Subsidiary to be performed at or before the Closing
pursuant to the terms of this Agreement shall be been duly performed.
7..2.3 Certificate. At the Closing, URS and
the Subsidiary shall have received a Certificate signed by the President of
Greiner to the effect that each of the conditions set forth in Section 7.2.1
and 7.2.2 have been satisfied.
7..2.4 Approval of Stockholders. This
Agreement and the Merger shall have been approved by the stockholders of
Greiner.
7..2.5 Opinion of Counsel. Nossaman,
Guthner, Knox & Elliott, counsel to Greiner, shall have issued an opinion of
counsel to URS, dated the Effective Time of the Merger, in form and substance
reasonably satisfactory to URS, to the effect that:
(i) Greiner is a corporation
validly existing and in good standing under the laws of the
State of Nevada and has all requisite corporate power to own,
operate and lease its properties and to carry on its business
as it is now being conducted;
(ii) Greiner has full corporate
power to enter into this Agreement and to carry out the
transactions provided for herein;
(iii) All corporate action required
to be taken on the part of Greiner to authorize it to execute
and deliver this Agreement and to consummate the transactions
contemplated hereby have been duly and validly taken; and
(iv) This Agreement has been duly
and validly authorized, executed and delivered by Greiner and,
assuming due authorization, execution, delivery and
performance by each of the other parties hereto, constitutes
the valid and binding obligation of Greiner, enforceable in
accordance with its terms, except as such enforceability may
be limited by bankruptcy or other laws relating to or
affecting creditors' rights generally and by equitable
principles.
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In giving such opinions, such counsel shall be
entitled to rely upon certificates of officers of Greiner or any of its
subsidiaries and public officials with respect to factual matters upon which
their opinions may be based, provided that the extent of such reliance is set
forth in such opinion and such opinion states that it is reasonable for URS to
rely thereon.
7..2.6 Form S-4. The Form S-4 pertaining to
the URS Common Stock to be issued in connection with the Merger shall have
become effective under the 1933 Act and shall not be the subject of any stop
order or proceedings seeking a stop order.
7..2.7 Merger Documents. The Merger
Documents shall have been filed with the Secretary of State of the State of
Nevada, as required by law.
7..2.8 Material Adverse Changes. There
shall have been no Greiner Material Adverse Effect between the date of this
Agreement and the date of the Closing.
7..2.9 HSR Filing. Any waiting period
applicable to the consummation of the Merger under the HSR Act shall have
expired or been terminated, and no action shall have been instituted by the
Department of Justice or Federal Trade Commission challenging or seeking to
enjoin the consummation of the transaction contemplated by this Agreement,
which action shall not have been withdrawn or terminated.
7..2.10 Consents. Other than the filing of
the Merger Documents as contemplated in Section 1.2, the parties shall have
made such filings, and obtained all consents of Governmental Entities, required
to consummate the transactions contemplated hereby.
7..2.11 No Litigation. There shall not be
pending any action, proceeding or other application before any court or
Government Entity brought by any Government Entity (i) challenging or seeking
to restrain or prohibit the consummation of the transactions contemplated by
this AGreement, or seeking to obtain any material damages, or (ii) seeking to
prohibit or impose any material limitations on URS's ownership or operation of
all or any portion of the combined business of URS and Greiner.
7..2.12 Credit Agreement. The conditions set
forth in Sections 4.2, 4.3 and 4.4 of the Credit Agreement shall have been
satisfied.
ARTICLE 8.
ADDITIONAL AGREEMENTS
Section 8..1 Public Announcements. URS, the Subsidiary and
Greiner agree that they will not issue any press release or otherwise make any
public statement or respond to any press inquiry with respect to this Agreement
or the transactions contemplated hereby without the prior approval of the other
party (which approval will not be unreasonably withheld), except as may be
required by applicable law.
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Section 8..2 Confidentiality. No party to this Agreement
shall use or disclose any non-public information obtained from another party
for any purpose unrelated to the Merger, and, if this Agreement is terminated
for any reason whatsoever, each party shall return to the other all originals
and copies of all documents and papers containing all information furnished to
such party pursuant to this Agreement, or during the negotiations which
preceded this Agreement, and shall neither use nor disclose any such
information except to the extent that such information is available to the
public, is rightfully obtained from third parties, or is independently
developed.
Section 8..3. Additional Agreements. In case at any time
after the Effective Time of the Merger any further action is reasonably
necessary or desirable to vest the Surviving Corporation with full title to all
properties, assets, rights, approvals, immunities and franchises of either of
the constituent corporations, the proper officers and directors of each
corporation which is a party to this Agreement shall take all such necessary
corporate action.
Section 8..4. Use of Name. Without limiting the right of URS
to conduct its business in such manner as it deems appropriate, URS intends,
following the Closing Date, and for the foreseeable period thereafter, to
maintain Greiner as a separate subsidiary operating under its own existing
name.
Section 8..5. Employee Matters. After the Closing Date, URS
will use reasonable efforts to maintain the business of Greiner and, in
particular, without limitation, URS will use best efforts to maintain health,
medical, dental and other benefits for Greiner employees for a reasonable
period after the Closing Date which, in the aggregate, are reasonably
comparable to benefits provided to Greiner employees prior to the Closing Date,
subject to reasonable business practices and changing conditions.
Section 8..6. Non-Liability of Agents and Stockholders. No
stockholder, director, officer or employee of any party hereto shall be
individually liable for any breach of the representations, warranties or
covenants of any party hereto contained herein in the absence of fraud or
willful misconduct on the part of such stockholder, director, officer or
employee.
Section 8.7 The Performance Plan and Stock Ownership Plan of
Greiner Engineering, Inc. URS, the Greiner Subsidiaries and Greiner agree that
as soon as practical following the execution of this Agreement, effective as of
the Closing Date and contingent on closing the Merger, The Performance Plan and
Employees Stock Ownership Plan of Greiner Engineering, Inc. (the "Plan") will
be amended to cease to be an employee stock ownership plan within the meaning
of Section 4975(e)(7) of the Code ("ESOP"), but will be continued as a profit
sharing plan, subject to the terms of the Plan document regarding amendment
and/or termination. Such Plan amendment will provide that the cash proceeds
received by the Plan pursuant to this Agreement will not be reinvested in URS
or Greiner stock, but shall be reinvested in the various investment options
available under the non-ESOP portion of the Plan, as directed by Plan
Participants, and that employer stock will no longer be one of the investment
options offered under the Plan. URS stock received pursuant to this Agreement
shall continue to be held by the Plan, subject to the investment discretion of
the Plan's trustee, but no additional investments in URS stock shall be
permitted, and, unless URS agrees otherwise, Plan Participants shall not have
investment discretion with respect to the URS stock so held. In addition, in
the event that as of the Closing Date, the aggregate value of the unvested ESOP
portion of the Plan accounts shall be less than $1,000,000 (for purposes of
this Section 8.7, unvested shares of Greiner
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stock shall be valued at an amount equal to the closing price of the Greiner
stock as reported on the New York Stock Exchange on the trading day immediately
preceding the Closing Date, as listed in The Wall Street Journal), URS, the
Greiner Subsidiaries and Greiner agree that as soon as practical following the
execution of this Agreement, effective as of the Closing Date and contingent on
the closing of the Merger, the Plan will be amended so that Plan Participants
will be fully vested in the ESOP portion of their accounts as of the Closing
Date. The parties shall cooperate and take all steps as may be reasonably
necessary to effect the foregoing.
ARTICLE 9.
TERMINATION
Section 9..1. Termination. This Agreement may be terminated
at any time prior to the Effective Time, whether before or after the approval
by the stockholders of Greiner (the "Stockholder Approval") has been obtained:
9..1.1 by mutual written consent of URS and Greiner;
9..1.2 by either Greiner or URS if (i) the
Stockholder Approval shall not be obtained by reason of stockholders holding a
majority of the Greiner Common Stock failing to vote in favor of approval of
this Agreement at a meeting of stockholders or any adjournment thereof; (ii) a
Governmental Entity of competent jurisdiction shall have issued an order,
decree or ruling or taken any other action permanently restraining, enjoining
or otherwise prohibiting the transactions contemplated by this Agreement and
such order, decree, ruling or other action shall have become final and
nonappealable; or (iii) the Merger shall not have been consummated before
September 30, 1996 (provided that the terminating party is not then in material
breach of any representation, warranty, covenant or agreement contained in this
Agreement);
9..1.3 By URS if there has been a breach by Greiner
of any representation, warranty, covenant or other agreement in this Agreement
which has a Greiner Material Adverse Effect, and such breach has not been
cured, or Greiner has not commenced reasonable efforts to cure such breach,
within thirty (30) days after written notice of such breach is given by URS to
Greiner;
9..1.4 By URS if Greiner shall enter into any
discussions, negotiations or any letter of intent, understanding or other
agreement relating to an Acquisition Proposal, provided that no such
termination shall effect the rights of URS to reimbursement of expenses and the
Termination Fee as provided in Section 6.2.3; or
9..1.5 By Greiner if there has been a breach by URS
or the Subsidiary of any material representation, warranty, covenant or other
agreement, and such breach has not been cured, or URS and the Subsidiary have
not commenced reasonable efforts to cure such breach, within thirty (30) days
after written notice of such breach is given by Greiner to URS.
9..1.6 By Greiner if any of the conditions set forth
in Section 7.1 hereof shall not have been fulfilled on or prior to the date
specified for fulfillment thereof, or shall have become impossible to fulfill
for reasons beyond the control of Greiner, and such condition shall not have
been waived.
9..1.7 By URS if any of the conditions set forth in
Section 7.2 hereof shall not have been fulfilled on or prior to the date
specified for fulfillment thereof, or shall have become impossible to
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fulfill for reasons beyond the control of URS, and such condition shall not
have been waived.
Where action is taken to terminate this Agreement pursuant to this Section 9.1,
it shall be sufficient for such action to be authorized by the Board of
Directors of the party taking such action without any requirement to submit
such action to the stockholders of such party.
Section 9..2. Effect of Termination and Abandonment. In the
event of termination of the Agreement by either Greiner or URS as provided in
Section 9.1, this Agreement shall forthwith become void and have no effect, and
there shall be no liability or obligation on the part of Greiner, URS or the
Subsidiary, or their respective officers and directors, except that (i) the
provisions of Section 6.2.3, this Section 9.2, and the Confidentiality
Agreement shall survive any such termination, and (ii) no party whose breach of
its representations, warranties, covenants or agreements set forth in this
Agreement was the basis of the other party's termination of this Agreement
shall be relieved from liability for damages occasioned by such breach,
including any expenses incurred by the other party in connection with this
Agreement and the transactions contemplated hereby; provided, however, that in
the event such breach is the result of negligence, such damages shall not
exceed the sum of $500,000; but, provided, further, that in the event that such
breach is the result of recklessness or willful conduct, the amount of damages
shall not be limited hereby.
Section 9..3. Amendment. This Agreement may be amended by
the parties hereto, by action taken by their respective Boards of Directors at
any time before or after the approval of the stockholders of Greiner (the
"Stockholder Approval"), but after the Stockholder Approval, no amendment shall
be made which by law requires the further approval of stockholders without
obtaining such approval. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.
Section 9..4. Extension; Waiver. At any time prior to the
Effective Time of the Merger, any party hereto, by action taken by its Board of
Directors may, to the extent legally allowed, (a) extend the time for the
performance of any of the obligations or other acts of the other parties
hereto, (b) waive any inaccuracies in the representations and warranties
contained herein or in any document delivered pursuant hereto and (c) waive
compliance with any of the agreements, covenants, or conditions for the benefit
of such party contained herein. Any agreement on the part of a party hereto to
any such extension or waiver shall be valid only if set forth in an instrument
in writing signed on behalf of such party. The failure of any party to this
Agreement to assert any of its rights under this Agreement shall not constitute
a waiver of these rights.
ARTICLE 10.
MISCELLANEOUS
Section 10..1 Survival of Representations and Warranties. No
representations or warranties in this Agreement or in any instrument delivered
pursuant to this Agreement shall survive beyond the Effective Time of the
Merger. This Section 10.1 shall not limit any covenant or agreement after the
Effective Time of the Merger.
Section 10..2 Entire Agreement; Modification; Waiver. This
Agreement constitutes the entire agreement among the parties pertaining to the
subject matter contained herein and supersedes all prior and
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contemporaneous agreements, representations and undertakings of the parties.
No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by all the parties. No waiver of any of the
provisions of this Agreement shall be deemed, or shall constitute, a waiver of
any other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by
any party making the waiver.
Section 10..3 Counterparts. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed in
original, but all of which together shall constitute one and the same
instrument.
Section 10..4 Assignment. This Agreement shall be binding
on, and shall inure to the benefit of, the parties to it and their respective
heirs, legal representatives, successors and assigns, but neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any of the parties hereto without the prior written consent of the
other parties hereto.
Section 10..5 Fees and Expenses. Each of the parties shall
pay their own fees, costs and expenses (including, without limitation, legal
and accounting expenses) incurred, or to be incurred, by them in negotiating
and preparing this Agreement and in closing and carrying out the transactions
contemplated by this Agreement.
Section 10..6 Notices. All notices, requests, demands and
other communications under this Agreement shall be in writing and shall be
deemed to have been duly given on the date of service if served personally or
by facsimile on the party to whom notice is to be given, or on the fifth day
after mailing, if mailed to the party on whom notice is to be given, by
registered or certified mail, postage prepaid, and properly addressed as
follows:
If to URS and the Subsidiary:
URS Corporation
100 California Street, Suite 500
San Francisco, CA 94111-5239
Attn: Kent P. Ainsworth
Facsimile: (415) 398-1905
Confirmation: (415) 774-2700
with a copy to:
Sheppard, Mullin, Richter & Hampton
Four Embarcadero Center, Suite 1700
San Francisco, CA 94111
Attn: Samuel M. Livermore, Esq.
Facsimile: (415) 434-3947
Confirmation: (415) 434-9100
If to Greiner:
Greiner Engineering, Inc.
909 E. Las Colinas Blvd.,
Suite 1900, LB 44
Irving, TX 75039-3907
Attn: Patrick J. McColpin
Facsimile: (214) 869-3111
Confirmation: (214) 869-1001
with a copy to:
-35-
<PAGE> 127
Nossaman, Guthner, Knox & Elliott
445 S. Figueroa Street, 31st Floor
Los Angeles, CA 90071-1602
Attn: William E. Guthner
Facsimile: (213) 612-7814
Confirmation: (213) 612-7800
Any party may change its address for purposes of this Section by giving the
other party written notice of the new address in the manner set forth above.
Section 10..7 Governing Law. This Agreement shall be
construed in accordance with, and governed by, the laws of the State of
California, United States of America, without giving effect to provisions
thereof relating to conflicts of law.
Section 10..8 Further Action. Each of the parties hereto
shall use such party's best efforts to take such action as may be necessary or
reasonably requested by the other party hereto to carry out and consummate the
transactions contemplated by this Agreement.
Section 10..9 No Third Party Beneficiary. Nothing herein is
intended to create rights in any third party.
Section 10..10 Effect of Headings. The subject headings of
the Articles and Sections of this Agreement are included for purposes of
convenience only, and shall not affect the construction or interpretation of
any of its provisions.
Section 10..11 Severability. If any term of this Agreement
or application thereof shall be invalid or unenforceable, the remainder of this
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties to this Agreement
have duly executed it on the day and year first above written.
GREINER: GREINER ENGINEERING, INC.
By: /s/ ROBERT COSTELLO
Title: President and Chief
Executive Officer
URS: URS CORPORATION
By: /s/ KENT AINSWORTH
Title: Vice President and
Chief Financial Officer
THE SUBSIDIARY: URS ACQUISITION CORPORATION
By: /s/ KENT AINSWORTH
Title: Vice President and
Chief Financial Officer
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<PAGE> 128
P R O X Y
GREINER ENGINEERING, INC.
ANNUAL MEETING OF STOCKHOLDERS MARCH __, 1996
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned hereby (1) acknowledges receipt of the Notice of Annual Meeting
of Stockholders of Greiner Engineering, Inc. to be held on March __, 1996, and
the Proxy Statement/Prospectus in connection therewith, and (2) constitutes and
appoints Robert L. Costello and Melissa K. Holder and each of them, attorneys
and proxies of the undersigned, with full power of substitution and revocation
to each, for and in the name, place and stead of the undersigned, to vote, and
act with respect to, all of the shares of Common Stock of Greiner Engineering,
Inc. standing in the name of the undersigned or with respect to which the
undersigned is entitled to vote and act, at said meeting and at any
adjournment(s) thereof, and especially to vote as designated herein.
(change of address)
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card.)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT
VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
-----------
SEE REVERSE
SIDE
-----------
<PAGE> 129
/X/ Please mark your SHARES IN YOUR NAME
votes as in this
example.
FOR WITHHELD
1. Election of / / / /
Directors
For, except vote withheld from the following nominee(s):
- - -------------------------------------------------------
FOR AGAINST ABSTAIN
2. Merger / / / / / / The Board of Directors recommends a
vote FOR approval of the Merger of URS
Acquisition Corporation with and into
Greiner Engineering, Inc.
The Board of Directors recommends a vote FOR these nominees:
William H. Bowen, Russell Cleveland, Robert L. Costello, William E. Guthner, Jr,
Patrick M. Sullivan
3. In their discretion, the Proxies are authorized to vote upon any other
business that may properly come before the Annual Meeting or any adjournment
thereof.
Change
of / /
Address
SIGNATURE(S)____________________________________________ DATE___________________
SIGNATURE(S)____________________________________________ DATE___________________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
