<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended March 29, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period from _______________ to _________________
Commission File Number 1-11075
DAMES & MOORE CAPITAL ACCUMULATION PLAN
(full title of the Plan)
DAMES & MOORE, INC.
911 Wilshire Boulevard, Suite 700
Los Angeles, CA 90017
(name and address of principal executive officer
of the issuer of the securities held pursuant to the plan)
<PAGE>
DAMES & MOORE
CAPITAL ACCUMULATION PLAN
Financial Statements and Schedules
March 29, 1996 and March 31, 1995
(With Independent Auditors' Report Thereon)
<PAGE>
DAMES & MOORE
CAPITAL ACCUMULATION PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION
Page
----
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits -
March 29, 1996 and March 31, 1995 2
Statement of Changes in Net Assets Available for Plan Benefits -
Year ended March 29, 1996 3
Statement of Changes in Net Assets Available for Plan Benefits -
Year ended March 31, 1995 4
Notes to Financial Statements 5-9
Schedule
--------
Line 27a - Schedule of Assets Held for Investment Purposes
- March 29, 1996 1
Line 27d - Schedule of Reportable Transactions
- Year ended March 29, 1996 2
All schedules omitted are not applicable or are not required based on disclosure
requirements of the Employee Retirement Income Security Act of 1974 and
regulations issued by the Department of Labor.
<PAGE>
1
INDEPENDENT AUDITORS' REPORT
The Retirement Committee
Dames & Moore, Inc.:
We have audited the accompanying statements of net assets available for Plan
benefits of the Dames & Moore Capital Accumulation Plan as of March 29, 1996 and
March 31, 1995, and the related statements of changes in net assets available
for Plan benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for Plan benefits of the Dames &
Moore Capital Accumulation Plan as of March 29, 1996 and March 31, 1995, and the
changes in net assets available for Plan benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included
in Schedules 1 and 2 is presented for purposes of additional analysis and is not
a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statement of changes in net assets available
for Plan benefits is presented for purposes of additional analysis rather than
to present the changes in net assets available for Plan benefits of each fund.
The supplemental schedules have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
July 30, 1996, except as to
note 8, which is as of
August 12, 1996.
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DAMES & MOORE
CAPITAL ACCUMULATION PLAN
Statements of Net Assets Available for Plan Benefits
March 29, 1996 and March 31, 1995
1996 1995
---------- ----------
Assets:
Investments, at fair value:
Money market funds $ 3,852,953 6,013,332
Mutual funds 79,555,188 23,500,116
Common stock -- 24,148,206
Dames & Moore stock 416,631 373,176
Corporate bonds -- 9,449,140
U.S. Government securities -- 2,731,796
---------- ----------
83,824,772 66,215,766
Employer profit sharing contribution receivable 2,383,797 1,945,244
Loans to participants 1,022,572 1,653
Employee contribution receivable 251,209 274,483
Employer matching contribution receivable 84,511 100,067
Interest receivable -- 217,361
Other receivables -- 2,434
---------- ----------
Total assets 87,566,861 68,757,008
Liabilities - current payables -- 1,000
---------- ----------
Net assets available for Plan benefits $ 87,566,861 68,756,008
---------- ----------
---------- ----------
See accompanying notes to financial statements.
2
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DAMES & MOORE
CAPITAL ACCUMULATION PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended March 29, 1996
<TABLE>
<CAPTION>
MONEY MARKET/ INCOME/
PRIME RESERVE EQUITY/GROWTH SPECTRUM INTERNATIONAL
FUND STOCK FUND INCOME FUND STOCK FUND
------------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Additions:
Employee contributions $ 349,454 1,503,610 1,506,732 211,841
Employer matching contributions 103,830 436,353 553,511 54,174
Employer profit sharing
contributions 110,760 436,184 578,406 85,685
Participant loan repayments 3,236 16,746 19,352 2,167
Net appreciation (depreciation)
in fair value of investments -- 1,528,898 615,429 38,447
Interest and dividends 225,039 567,452 1,680,016 12,954
---------- ---------- ---------- ----------
Total additions 792,319 4,489,243 4,953,446 405,268
---------- ---------- ---------- ----------
Deductions:
Benefit payments 644,871 635,850 2,570,585 15,738
Loans granted 58,423 215,277 273,674 5,644
Administrative expenses 523 9,593 6,992 45
---------- ---------- ---------- ----------
Total deductions 703,817 860,720 2,851,251 21,427
---------- ---------- ---------- ----------
Increase in net assets
available for Plan benefits 88,502 3,628,523 2,102,195 383,841
Net assets available for Plan benefits:
Beginning of year 2,888,937 7,016,729 24,376,614 --
Transfers, net 1,000,459 698,625 (2,796,598) 605,804
---------- ---------- ---------- ----------
End of year $ 3,977,898 11,343,877 23,682,211 989,645
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
<CAPTION>
BALANCED/ DAMES & MOORE
EQUITY NEW AMERICA COMPANY PARTICIPANT
INCOME FUND GROWTH FUND STOCK FUND LOANS TOTAL
----------- ----------- ----------- ----------- -------
<S> <C> <C> <C> <C> <C>
Additions:
Employee contributions 3,044,179 458,981 131,839 -- 7,206,636
Employer matching contributions 975,887 121,623 47,223 -- 2,292,601
Employer profit sharing
contributions 890,376 241,781 40,605 -- 2,383,797
Participant loan repayments 39,196 15,508 2,994 (99,199) --
Net appreciation (depreciation)
in fair value of investments 7,216,024 211,489 (44,494) -- 9,565,793
Interest and dividends 2,436,978 83,264 3,401 -- 5,009,104
---------- ---------- ---------- ---------- ----------
Total additions 14,602,640 1,132,646 181,568 (99,199) 26,457,931
---------- ---------- ---------- ---------- ----------
Deductions:
Benefit payments 3,594,039 68,415 42,225 -- 7,571,723
Loans granted 505,555 44,478 17,067 (1,120,118) --
Administrative expenses 57,717 295 190 -- 75,355
---------- ---------- ---------- ---------- ----------
Total deductions 4,157,311 113,188 59,482 (1,120,118) 7,647,078
---------- ---------- ---------- ---------- ----------
Increase in net assets
available for Plan benefits 10,445,329 1,019,458 122,086 1,020,919 18,810,853
Net assets available for Plan benefits:
Beginning of year 34,104,093 -- 367,982 1,653 68,756,008
Transfers, net (1,632,827) 2,153,215 (28,678) -- --
---------- ---------- ---------- ---------- ----------
End of year 42,916,595 3,172,673 461,390 1,022,572 87,566,861
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
DAMES & MOORE
CAPITAL ACCUMULATION PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended March 31, 1995
MONEY MARKET INCOME BALANCED EQUITY COMPANY PARTICIPANT
FUND FUND FUND FUND STOCK FUND LOANS TOTAL
------------ ------ -------- ------ ----------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 227,612 2,267,245 3,746,498 1,215,207 155,069 -- 7,611,631
Employer matching contributions 66,577 748,308 1,189,098 305,645 57,150 -- 2,366,778
Employer profit sharing
contributions 66,788 640,569 923,595 269,123 45,169 -- 1,945,244
Acquired company plan assets
transferred (note 1) 90,947 146,883 319,159 252,413 -- 1,653 811,055
Other contributions -- -- 1,323 -- -- -- 1,323
Net appreciation (depreciation)
in fair value of investments 1,378 (1,287,644) 1,508,583 238,631 (130,974) -- 329,974
Interest and dividends 77,847 1,645,236 1,208,403 79,494 487 -- 3,011,467
------------ ------------ ----------- ---------- ---------- --------- ----------
Total additions 531,149 4,160,597 8,896,659 2,360,513 126,901 1,653 16,077,472
------------ ------------ ----------- ---------- ---------- --------- ----------
Deductions:
Benefit payments 31,118 3,265,247 3,167,042 230,858 29,119 -- 6,723,384
Administrative expenses 90 15,573 199,863 13,150 50 -- 228,726
------------ ------------ ----------- ---------- ---------- --------- ----------
Total deductions 31,208 3,280,820 3,366,905 244,008 29,169 -- 6,952,110
------------ ------------ ----------- ---------- ---------- --------- ----------
Increase in net assets
available for Plan benefits 499,941 879,777 5,529,754 2,116,505 97,732 1,653 9,125,362
Net assets available for Plan
benefits:
Beginning of year 86,849 29,051,072 28,849,465 1,324,070 319,190 -- 59,630,646
Transfers, net 2,302,147 (5,554,235) (275,126) 3,576,154 (48,940) -- --
------------ ------------ ----------- ---------- ---------- --------- ----------
End of year $ 2,888,937 24,376,614 34,104,093 7,016,729 367,982 1,653 68,756,008
------------ ------------ ----------- ---------- ---------- --------- ----------
------------ ------------ ----------- ---------- ---------- --------- ----------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
DAMES & MOORE
CAPITAL ACCUMULATION PLAN
Notes to Financial Statements
March 29, 1996 and March 31,1995
(1) DESCRIPTION OF THE CAPITAL ACCUMULATION PLAN
The following description of the Dames & Moore Capital Accumulation Plan
(the Plan) provides only general information. Participants should refer to
the Plan document for a more complete description of the Plan's provisions.
ELIGIBILITY
The Plan is a defined contribution plan covering all regular U.S. employees
of Dames & Moore, Inc. (the Company and Sponsor) and its participating
subsidiaries. Employees who have completed at least 1,000 hours of service
during a 12-month period measured from their hire date are eligible to
participate in the Plan. Nonresident aliens and union employees are
excluded.
CONTRIBUTIONS
Eligible employees can elect to defer, on a pretax basis, from 1% to 12% of
their base earnings. The Company contributes matching amounts equal to the
first 3% of each participant's pay period base pay. In addition, the
Company will make a profit sharing contribution, computed in accordance
with a fixed formula set forth in the Plan, providing for an increasing
percentage of the profits to be contributed as the net income of the
Company increases. This annual contribution is limited to 15% of the
aggregated annual compensation, after any salary reductions, of all
participants. Profit sharing contributions are based upon 6% of the
Company's net income plus any discretionary amounts where the total
contribution does not exceed 10% of the total eligible participant's base
compensation.
Investment elections must be in 1% increments, with no more than 30%
allocated to the Dames & Moore Company Stock Fund.
7
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DAMES & MOORE
CAPITAL ACCUMULATION PLAN
Notes to Financial Statements, Continued
VESTING
Participants are immediately vested in their elective deferrals and the
Company's profit sharing contribution, including earnings and losses on the
contributions. Vesting in the Company's matching contributions, including
earnings and losses on such matching contributions, occurs on the last day
of the following Plan year. Employees are fully vested following 5 years
of service or upon attaining age 65 or suffering permanent disability or
death.
FORFEITED ACCOUNTS
Forfeitures, in any given Plan year, are used to reduce employer matching
contributions in the following Plan year. At March 29, 1996 and March 31,
1995, respectively, forfeited nonvested accounts totaled $252,248 and
$290,468.
PARTICIPANT ACCOUNTS
Participant accounts are segregated based upon the investment option chosen
by the participant.
Annually, an allocation is made to credit the participant accounts for the
Company's profit sharing contribution in proportion to each eligible
participant's respective Plan compensation for the Plan year.
PAYMENT OF BENEFITS
Benefits to a participant or beneficiary are payable in a lump sum or in a
series of substantially equal installments for a period not to exceed the
participant's or beneficiary's life expectancy.
Participant voluntary after-tax contributions made prior to December 31,
1982 may be withdrawn twice a year. Profit sharing, rollover and age 59-
1/2 withdrawals are also limited to twice a year. Unless a financial
hardship exists, participant elective deferrals made after December 31,
1982 are prohibited from being withdrawn prior to the earlier of the
participant's retirement, death, disability, separation from service or
upon attaining age 59-1/2.
ADMINISTRATIVE EXPENSES
Except for investment management fees, all Plan administrative expenses are
paid by the Company.
8
<PAGE>
DAMES & MOORE
CAPITAL ACCUMULATION PLAN
Notes to Financial Statements, Continued
BOVAY TRANSFER
During the year ended March 31, 1995, all assets held by the plan of an
acquired company were transferred to the Plan. Participant accounts were
allocated based upon the investment options chosen by the participant.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Plan uses a 52/53-week fiscal year ending on the last Friday in March.
The Plan year ended March 31, 1995 was a 53-week year while the Plan year
ended March 29, 1996 was a 52-week year.
The accompanying financial statements have been prepared on an accrual
basis and present the net assets of the Plan available for employee
benefits and the changes in those net assets.
VALUATION OF INVESTMENTS
Investments in money market and mutual funds not traded on national
securities exchanges are stated at fair value as determined by quoted
market prices.
Investments in common stocks and mutual funds traded on national securities
exchanges are valued at closing prices on those exchanges or, if no sales
occurred during the day, on the latest available bid prices on such
exchanges.
Investments in common stocks not traded on national securities exchanges
are valued at the latest available and appropriate bid prices.
Short-term bonds, corporate bonds and government bonds are valued at cost
and accrued discount, which approximates fair value. Certificates of
deposit are valued at cost, which, when combined with accrued interest,
approximates fair value.
Accounting policies with respect to these investments are as follows:
- Securities transactions are recorded on the trade date.
- Dividend income is recorded on the ex-dividend date.
- Interest income is accrued daily.
LOANS TO PARTICIPANTS
Included with the assets transferred from the Bovay Plan in 1995 were
$1,653 of loans to participants. During the year ended March 29, 1996, the
Plan was amended to allow all
9
<PAGE>
DAMES & MOORE
CAPITAL ACCUMULATION PLAN
Notes to Financial Statements, Continued
participants to take loans against their accounts. A participant may
borrow up to 50% of the vested portion of his or her account balance, with
the minimum amount of the loan required to be at least $1,000 and the
maximum amount being $50,000 less the highest outstanding balance during
the previous 12 months. The terms of these loans are not to exceed five
years unless the loan is for the purchase of a primary residence in which
event the term is not to exceed 20 years. These loans are secured by the
balance in the participant's account and bear interest at a rate
commensurate with local prevailing rates. Principal and interest is paid
ratably through payroll deductions.
(3) INVESTMENT FUNDS
The Plan is invested in six publicly traded mutual funds and a fund
consisting of the Company's publicly traded common stock. Three of the
mutual funds comprise more than 5% of the Plan's net assets. These three
mutual funds are the T. Rowe Price Equity Income Fund, Spectrum Income Fund
and Growth Stock Fund with current values of $41,887,703, $23,034,278 and
$10,845,920, respectively.
The investment options of the Plan are as follows:
PRIME RESERVE FUND
Investments are primarily in prime money market instruments.
GROWTH STOCK FUND
The fund seeks long-term growth of capital and an increase of future income
through investment in common stocks of well-established growth companies.
SPECTRUM INCOME FUND
The fund seeks a high level of current income and preservation of capital
by investing primarily in a diversified group underlying T. Rowe Price
funds which in turn invest in fixed income securities.
INTERNATIONAL STOCK FUND
The fund seeks a total return on its assets from long-term growth of
capital and from income principally derived from a diversified portfolio of
marketable securities of established non-U.S. issuers.
10
<PAGE>
DAMES & MOORE
CAPITAL ACCUMULATION PLAN
Notes to Financial Statements, Continued
EQUITY INCOME FUND
The fund seeks to provide high current income by investing primarily in
dividend-paying common stocks of established companies having favorable
prospects for increasing dividend income.
NEW AMERICA GROWTH FUND
The fund seeks long-term growth of capital through investment primarily in
common stocks of U.S. companies which operate in the service sector of the
economy.
DAMES & MOORE COMPANY STOCK FUND
Participants may allocate contributions to this fund to invest in the
Company's stock up to a maximum of 30% of their investment allocation mix.
(4) RELATED PARTY
Certain individuals employed by the Plan Sponsor (the Company) were
trustees of the Plan during the 1995 Plan year and for the first three
months of the 1996 Plan year.
(5) FEDERAL INCOME TAXES
The Internal Revenue Service has previously determined that the Plan
constitutes a qualified plan as described in Sections 401(k) and 401(m) of
the Internal Revenue Code (the Code), and the trust is, therefore, exempt
from Federal income taxes under Section 501(a). The Company has applied
for an updated determination letter. The Company believes that the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the Code.
(6) PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan, subject to the provisions of ERISA. In the event of
Plan termination or complete discontinuance of contributions, participants
will become 100% vested in their accounts.
11
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DAMES & MOORE
CAPITAL ACCUMULATION PLAN
Notes to Financial Statements, Continued
(7) COMMITMENTS
Included in net assets available for Plan benefits is $1,681,978 at
March 31, 1995 of amounts due to Plan participants who have terminated
their service with the Company and requested a lump sum/installment
distribution of their account balance. As Form 5500 reflects benefits
payable as a liability, these benefits are a reconciling item between
Form 5500 and the Plan's financial statements.
(8) SUBSEQUENT EVENT
On August 12, 1996, the Plan's year-end was changed to December 31
effective December 31, 1996. In addition, the maximum employee salary
deferral, on a pretax basis, was increased from 12% to 15% effective
January 1, 1997.
12
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Schedule 1
DAMES & MOORE
CAPITAL ACCUMULATION PLAN
Line 27a - Schedule of Assets Held for Investment Purposes
March 29, 1996
<TABLE>
<CAPTION>
CURRENT
IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT COST VALUE
- ------------------ ------------------------- ----------- ----------
<S> <C> <C> <C>
T. Rowe Price* Prime Reserve Fund $ 3,852,953 3,852,953
T. Rowe Price* Growth Stock Fund 9,933,248 10,845,920
T. Rowe Price* Spectrum Income Fund 22,799,376 23,034,278
T. Rowe Price* International Stock Fund 852,952 890,258
T. Rowe Price* Equity Income Fund 36,876,536 41,887,703
T. Rowe Price* New America Growth Fund 2,690,906 2,897,029
Dames & Moore* Dames & Moore Company Stock Fund 537,943 416,631
Participant loans* 9.25% interest rate 1,022,572
</TABLE>
* Party in interest.
See accompanying independent auditors' report.
<PAGE>
Schedule 2
DAMES & MOORE
CAPITAL ACCUMULATION PLAN
Line 27d - Schedule of Reportable Transactions
Year ended March 29, 1996
<TABLE>
<CAPTION>
TOTAL CURRENT VALUE
NUMBER OF PURCHASE OF ASSET ON SALES COST OF NET GAIN
IDENTITY OF ISSUER DESCRIPTION OF ASSET TRANSACTIONS PRICE TRANSACTION DATE PRICE ASSET (LOSS)
- ------------------ -------------------- ------------ ------------ ---------------- ----- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
T. Rowe Price Prime Reserve Fund
(Money Market) 65 $ 5,794,580 5,794,580 -- -- --
T. Rowe Price Growth Stock Fund
(Mutual Fund) 96 10,716,142 10,716,142 -- -- --
T. Rowe Price Spectrum Income Fund
(Mutual Fund) 63 5,922,572 5,922,572 -- -- --
T. Rowe Price Equity Income Fund
(Mutual Fund) 84 9,668,429 9,668,429 -- -- --
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
See accompanying independent auditors' report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
fiduciaries who administer the Dames & Moore Capital Accumulation Plan have duly
caused this annual report to be signed on its behalf by the undersigned,
thereunto duly authorized, on September 30, 1996.
DAMES & MOORE CAPITAL ACCUMULATION PLAN
By /s/ Edmund Wong
--------------------------------------------
Edmund Wong, Benefits Manager
<PAGE>
ACCOUNTANT'S CONSENT
The Board of Directors
Dames & Moore, Inc.;
We consent to the use of our report dated July 30, 1996, included herein and
incorporated by reference in the registration Statement on Form S-8 and the
related Prospectus pertaining to the Dames & Moore Capital Accumulation Plan.
/s/ KPMG Peat Marwick LLP
Los Angeles, California
September 27, 1996
