<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1998
REGISTRATION NO. 333-________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
DAMES & MOORE GROUP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4316617
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
911 WILSHIRE BOULEVARD
SUITE 700
LOS ANGELES, CALIFORNIA 90017
(213) 996-2200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MARK A. SNELL
EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
911 WILSHIRE BOULEVARD, SUITE 700
LOS ANGELES, CALIFORNIA 90017
(213) 996-2200
(NAME, ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
JOHN M. NEWELL, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective, depending on market
conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
Title of Each Proposed Maximum Proposed Maximum Amount of
Class of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Unit (1) Price Fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share.................................... 78,496 $12.69 $996,114.24 $293.85
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
--------------------------
(1) Estimated pursuant to Rule 457(c) of the Securities Act of 1933 solely for
purposes of calculation of the registration fee on the basis of $12.69, the
average of the high and low sales prices for the Common Stock on the New York
Stock Exchange on April 27, 1998.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS SUBJECT TO COMPLETION, DATED APRIL 30, 1998
78,496 SHARES
DAMES & MOORE GROUP
COMMON STOCK
This Prospectus relates to an aggregate of 78,496 shares (the "Shares") of
common stock, par value $.01 per share ("Common Stock"), of Dames & Moore Group,
a Delaware corporation (the "Company"), being offered for sale from time to time
by the selling stockholders named in this Prospectus (the "Selling
Stockholders"). See "Plan of Distribution."
The Company will not receive any proceeds from this offering. The Company
has been advised by the Selling Stockholders that there are no underwriting
arrangements with respect to the sale of the Shares, that the Shares may be
offered hereby from time to time for the account of the Selling Stockholders in
transactions on the New York Stock Exchange ("NYSE"), in negotiated transactions
or a combination of both at prices related to prevailing market prices, or at
negotiated prices. See "Selling Stockholders" and "Plan of Distribution." The
Company will pay the expenses in connection with the registration of the Shares
(other than any underwriting discounts and selling commissions, and fees and
expenses of counsel and other advisors, if any, to the Selling Stockholders)
estimated to be $45,000.00.
The Common Stock is traded on NYSE under the symbol "DM." On April 27,
1998, the last reported sale price of the Common Stock, as reported by NYSE, was
$12.75 per share.
SEE "RISK FACTORS" COMMENCING ON PAGE 3 OF THIS PROSPECTUS FOR A DISCUSSION
OF CERTAIN FACTORS RELEVANT TO AN INVESTMENT IN THE COMMON STOCK.
THESE SECURITIES HAVE NOT 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 PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Shares may be offered for sale by the Selling Stockholders from time to
time in transactions effected on NYSE (or through the facilities of any national
securities exchange or U.S. inter-dealer quotation system of a registered
national securities association on which the Shares are then listed, admitted to
unlisted trading privileges or included for quotation), in privately negotiated
transactions, or in a combination of such methods of sale. Such methods of sale
may be conducted at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions directly, or indirectly through
underwriters, broker-dealers or agents acting on their behalf, and in connection
with such sales, such broker-dealers or agents may receive compensation in the
form of commissions, concessions, allowances or discounts from the Selling
Stockholders or the purchasers of the Shares for whom they may act as agent or
to whom they sell Shares as principal or both (which commissions, concessions,
allowances or discounts might be in excess of customary amounts thereof). See
"Plan of Distribution."
The Selling Stockholders and any broker-dealers, agents or underwriters
that participate with the Selling Stockholders in the distribution of the Shares
may be deemed to be "underwriters" within the meaning of the Securities Act, in
which event any commissions received by such broker-dealers, agents or
underwriters and any profit on the resale of the Shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
THE DATE OF THIS PROSPECTUS IS APRIL 30, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities of the Commission located at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at the New York Regional
Office of the Commission, Seven World Trade Center, Suite 1300, New York, New
York 10048, and at the Chicago Regional Office of the Commission, Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
Such reports and other information may also be inspected at the offices of the
New York Stock Exchange, 86 Trinity Place, New York, New York 10006. The
Commission also maintains a World Wide Web Site that contains reports, proxy and
information statements and other information regarding registrants, including
the Company, that file electronically with the Commission, at
http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the registration of the Shares offered
hereby. This Prospectus does not contain all of the information set forth in
the Registration Statement and the exhibits thereto, certain portions of which
have been omitted as permitted by the rules and regulations of the Commission.
Statements contained in this Prospectus or in any document incorporated by
reference herein as to the contents of any contract or other documents referred
to herein or therein are not necessarily complete and, in each instance,
reference is made to the copy of such documents filed as an exhibit to the
Registration Statement or such other documents, which may be obtained from the
Commission as indicated above upon payment of the fees prescribed by the
Commission. Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission (File No. 1-11075), are incorporated herein by reference: (i) the
Company's Annual Report on Form 10-K for the fiscal year ended March 28,
1997, (ii) the Company's Quarterly Reports on Form 10-Q for the quarters
ended June 27, 1997, September 26, 1997, as amended by Amendment No. 1
thereto on Form 10-Q/A, filed on November 12, 1997, and December 26, 1997 and
(iii) the description of the Company's Capital Stock contained in the
Company's Registration Statement on Form 8-A, filed on March 3, 1992, as
amended by Amendment No. 1 thereto on Form 8-A/A, filed on March 25, 1992.
In addition, each document filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to termination of the offering of Shares shall be deemed
to be incorporated by reference into this Prospectus and to be a part hereof
from the date such document is filed with the Commission.
Any statement contained herein, or any document, all or a portion of which
is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of the Registration Statement
and this Prospectus to the extent that a statement contained herein, or in any
subsequently filed document that also is or is deemed to be incorporated by
reference herein, or in any subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of the Registration
Statement or this Prospectus. All information appearing in this Prospectus is
qualified in its entirety by the information and financial statements (including
notes thereto) appearing in the documents incorporated herein by reference.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. These documents (other than exhibits to such
documents which are not specifically incorporated by reference into such
documents) are available without charge, upon written or oral request by any
person to whom this Prospectus has been delivered, from Robert M. Perry,
Investor Relations, 911 Wilshire Boulevard, Suite 700, Los Angeles, California
90017, (213) 996-2200.
2
<PAGE>
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS, PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE
FOLLOWING FACTORS BEFORE PURCHASING ANY OF THE SHARES OFFERED HEREBY. CERTAIN
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS
CONSTITUTES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SECTION 21E
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), WHICH
CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY,"
"WILL" "EXPECT," "ANTICIPATE," "ESTIMATE" OR "CONTINUE" OR THE NEGATIVE THEREOF
OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. THE FOLLOWING FACTORS
CONSTITUTE CAUTIONARY STATEMENTS IDENTIFYING IMPORTANT FACTORS, INCLUDING
CERTAIN RISKS AND UNCERTAINTIES, WITH RESPECT TO SUCH FORWARD-LOOKING STATEMENTS
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE REFLECTED IN
SUCH FORWARD-LOOKING STATEMENTS.
ATTRACTION AND RETENTION OF PROFESSIONAL PERSONNEL. The Company's ability
to attract and retain qualified engineers, scientists and other professionals,
either through direct hiring or acquisition of other firms employing such
professionals, will be an important factor in determining the Company's future
success. The market for these professionals is competitive, and there can be no
assurance that the Company will be successful in its efforts to attract and
retain such professionals.
POTENTIAL LIABILITY FOR ENGINEERING SERVICES. The Company's engineering
practices, including general engineering and civil engineering services, involve
professional judgments about the nature of soil conditions and other physical
conditions, and about the probable effect of procedures to mitigate problems or
otherwise impact those conditions. If those judgments and recommendations based
upon them do not result in the anticipated consequences, losses to the Company's
clients can occur for which the Company may be liable.
POTENTIAL LIABILITY FOR CONSULTING SERVICES RELATING TO TOXIC AND HAZARDOUS
MATERIALS AND THE ABILITY TO INSURE SUCH RISKS. The Company's consulting
services involve professional judgments about the nature of soil conditions and
other physical conditions, including the extent to which toxic and hazardous
materials are present, and about the probable effect of procedures to mitigate
problems or otherwise impact those conditions. If those judgments and
recommendations based upon them do not result in the anticipated consequences,
losses to the Company's clients can occur for which the Company may be liable.
In addition, the Company's projects often involve hazardous and highly regulated
material, the improper characterization, handling, or disposal of which could
constitute violations of Federal, state or local statutes, and result in
criminal fines and penalties.
INSURANCE COVERAGE. The Company, through a wholly-owned subsidiary,
insures the Company's risks for professional liability, workers' compensation,
and general and automobile claims up to certain policy limits. Claims in excess
of these limits are covered by unrelated insurance carriers. There can be no
assurance that the dollar amount of the Company's liabilities will not exceed
the policy limits. Management makes estimates and assumptions that affect the
reported amount of liability and the disclosure of contingent liabilities. As
claims develop, it is possible that the ultimate results of these claims may
differ from management's estimates. In the opinion of management, based upon
information it presently possesses, the resolution of these claims will not have
a material adverse effect on the Company's consolidated financial position or
results of operations.
DEPENDENCE ON ENVIRONMENTAL REGULATION. Much of the Company's business is
generated either directly or indirectly as a result of federal and state laws,
regulations and programs related to environmental issues. United States'
regulatory enforcement has weakened, and one of the key environmental laws, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA"), has not received congressional reauthorization. Accordingly, a
reduction of these laws and regulations, or changes in governmental policies
regarding the funding, implementation or enforcement of the programs, could have
a material adverse effect on the Company's business. In addition, the laws and
regulations often subject the Company to stringent regulation in the conduct of
its operations.
Although the liabilities imposed by the CERCLA (and other environmental
legislation) are more directly related to the Company's clients, they could,
under certain circumstances, give rise to liability on the part of the Company
as a result of the Company's efforts in completing client assignments that
involve transportation or disposal of contaminated samples or other hazardous
materials belonging to its clients. Liabilities imposed by CERCLA can be joint
and several where other parties are involved. In the opinion of management, it
is unlikely that the Company's activities will result in any liability under
either CERCLA or other environmental legislation in an amount which will have a
material adverse effect on the Company's results of operations or financial
condition, and management is not
3
<PAGE>
aware of any current activity by the Company which is likely to result in any
such liability.
COMPETITION. The Company is engaged in highly competitive markets in all
of its service areas. The Company competes with both large and small firms; no
single firm is dominant in any of the Company's primary service areas.
Furthermore, given the expanding demand for the types of services provided by
the Company, it is likely that additional competitors will emerge. At the same
time, a fair amount of consolidation is occurring in the environmental business,
particularly in the United States, due to mergers. There can be no assurance
that the Company's revenues and results of operations will not at some point be
adversely affected by these competitive forces.
In addition, much of the Company's business is dependent upon approvals of
projects or funding. Delays in these approvals do occur which can lead to
overstaffing that can result in an imbalance of costs to revenue.
FOREIGN OPERATIONS. The Company as a worldwide provider of services has
operations in over 28 countries which exposes the Company to political, economic
and other uncertainties such as fluctuating currency values and exchange
controls of the foreign countries.
THE COMPANY
The Company comprises a global network of companies which provide discrete
as well as integrated full-service multi-disciplinary consulting, planning,
environmental, engineering, programming, and project and construction management
services as well as strategic business communications and litigation support to
a broad range of clients in both the private and public sectors. The Company
takes advantage of the specialized expertise and integrated capabilities offered
by the group companies, locally as well as globally. Currently, the Company is
focused on expanding its clientele and business operations in Europe and the
former Soviet Union, the Asia Pacific region and Latin America, and currently
derives more than 14% of its net revenues from work performed outside the United
States. The Company and its subsidiaries have 197 offices in major cities and
countries worldwide, staffed by over 5,700 employees.
The Company is a Delaware corporation and its principal executive offices
are located at 911 Wilshire Boulevard, Suite 700, Los Angeles, California
90017, telephone number (213) 996-2200.
USE OF PROCEEDS
The proceeds from the sale of the Shares offered hereby are solely for the
account of the Selling Stockholders. Accordingly, the Company will receive none
of the proceeds from sales thereof. The Company will pay the expenses in
connection with the registration of the Shares (other than any underwriting
discounts and selling commissions, and fees and expenses of counsel and other
advisors, if any, to the Selling Stockholders).
4
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information as of April 27, 1998
with respect to the number of Shares of Common Stock beneficially owned by each
Selling Stockholder prior to this offering and the maximum number of Shares of
Common Stock being offered hereby. Because the Selling Stockholders may offer
all, a portion or none of the Shares offered pursuant to this Prospectus, no
estimate can be given as to the number of Shares of Common Stock that will be
held by each Selling Stockholder upon termination of this offering. See "Plan
of Distribution." To the extent required, the names of any agent, dealer,
broker or underwriter participating in any such sales and any applicable
commission or discount with respect to the sale will be set forth in a
supplement to this Prospectus. The Shares offered by means of this Prospectus
may be offered from time to time by the Selling Stockholders named in the
following table. Other than as a result of the ownership of Common Stock, none
of the Selling Stockholders have had any material relationship with the Company
within the past three years, except as noted herein.
<TABLE>
<CAPTION>
Number of Shares of
Common Stock/
Percentage of Class to
Number of Shares of Common be Owned After
Stock Owned Prior to Number of Shares Completion of
Name the Offering to be Sold the Offering(1)
---- ------------ ----------- ---------------
<S> <C> <C> <C>
Sara L. Parker 86,345 43,172 43,173/.0024%
Edwin L. Parker(2) 45,528 22,764 22,764/.0012%
Lisa M. Parker 12,559 6,280 6,279/.0003%
Michael E. Parker 12,559 6,280 6,279/.0003%
</TABLE>
- --------------------
(1) The percentages in this column were calculated according to the number of
issued and outstanding shares of Common Stock as of March 30, 1998.
(2) Mr. Parker is President of Signet Testing Laboratories, Inc., a
wholly-owned subsidiary of the Company.
PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from this offering. The
Company has been advised by the Selling Stockholders that the Selling
Stockholders may sell all or a portion of the Shares offered hereby from time to
time on the NYSE (or through the facilities of any national securities exchange
or U.S. automated interdealer quotation system of a registered national
securities association on which any of the Shares are then listed, admitted to
unlisted trading privileges or included for quotation) on terms to be determined
at the times of such sales. The Selling Stockholders may also make private
sales directly or through a broker or brokers. Alternatively, any of the
Selling Stockholders may from time to time offer the Shares through
underwriters, dealers or agents, who may receive compensation in the form of
underwriting discounts, commissions or concessions from the Selling Stockholders
and the purchasers of the Shares to whom they may act as agent. To the extent
required, the aggregate number of Shares of Common Stock to be sold, the names
of the Selling Stockholders, the purchase price, the name of any such agent,
dealer or underwriter and any applicable commissions with respect to a
particular offer will be set forth in an accompanying Prospectus Supplement.
The aggregate proceeds to the Selling Stockholders from the sale of the Shares
offered by the Selling Stockholders hereby will be the purchase price of such
Shares less any commissions. There is no assurance that the Selling
Stockholders will sell any or all of the Shares offered hereby.
The Shares may be sold from time to time in one or more transactions at
fixed offering prices, which may be changed, or at varying prices determined at
the time of sale or at negotiated prices. Such prices will be determined by the
holders of such securities or by agreement between such holders and underwriters
or dealers who may receive fees or commissions in connection therewith.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration
5
<PAGE>
or qualification requirement is available and is complied with.
The Selling Stockholders and any broker-dealers, agents or underwriters
that participate with the Selling Stockholders in the distribution of the Shares
may be deemed to be "underwriters" within the meaning of the Securities Act, in
which event any commissions received by such broker-dealers, agents or
underwriters and any profit on the resale of the Shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
The Asset Purchase Agreement, dated March 30, 1998, by and between Signet
Testing Laboratories, Inc., a Delaware Corporation and a wholly-owned subsidiary
of the Company, and Signet Acquisition Corporation, a California corporation
(the "Asset Purchase Agreement"), provides that the Company must maintain the
effectiveness of this Registration Statement for not less than 90 days following
the date the Registration Statement is declared effective or such earlier date
when all the Shares of Common Stock covered by the Registration Statement have
been resold. The Company will pay the expenses in connection with the
registration of the Shares (other than any underwriting discounts and selling
commissions, and fees and expenses of counsel and other advisors, if any, to the
Selling Stockholders).
LEGAL MATTERS
Certain legal matters relating to the validity of the Shares offered hereby
will be passed upon for the Company by Latham & Watkins, Los Angeles,
California.
EXPERTS
The financial statements of the Company, as of March 28, 1997 and March 29,
1996, and for each of the years in the three-year period ended March 28, 1997,
have been incorporated by reference herein in reliance on the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in auditing and
accounting.
6
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS IN
CONNECTION WITH THIS OFFERING MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR BY ANY SELLING STOCKHOLDER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE OF THIS PROSPECTUS.
-----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference. . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>
78,496 SHARES
DAMES & MOORE GROUP
COMMON STOCK
-------------------
PROSPECTUS
-------------------
April 30, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the fees and expenses in connection with the
issuance and distribution of the securities being registered hereunder. Except
for the SEC registration fee, all amounts are estimates.
<TABLE>
<S> <C>
SEC Registration Fee . . . . . . . . . . . $ 293.85
Printing Expenses . . . . . . . . . . . . . 5,000.00
Legal Fees and Expenses . . . . . . . . . . 25,000.00
Accounting Fees and Expenses. . . . . . . . 5,000.00
Miscellaneous Expenses. . . . . . . . . . . 9,706.15
---------------
Total. . . . . . . . . . . . . . . . . $45,000.00
---------------
---------------
</TABLE>
All of the costs identified above will be paid by the Company.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 102 of the Delaware General Corporation Law
("DGCL"), the Company's Restated Certificate of Incorporation eliminates
personal liability of its respective directors to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the General Corporation Law, or (iv) for any
transaction from which such director derived an improper personal benefit. If
the DGCL is amended hereafter further to eliminate or limit the personal
liability of directors, the liability of a director of the Company shall be
limited or eliminated to the fullest extent permitted by the DGCL, as so
amended.
As permitted by Section 145 of the DGCL, the Company's Restated Bylaws
provide for the indemnification of an officer, director, employee or agent of
the Company against expenses, liabilities and losses (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or
to be paid in settlements) which were reasonably incurred in connection with
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, to the fullest extent authorized by the DGCL. Expenses
incurred by an officer or director in defending a civil or criminal action,
suit or proceeding must be paid by the Company in advance of the final
disposition of the action, suit or proceeding, upon receipt, if required by
the DGCL or other applicable law, of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be
indemnified by the Company as authorized by its Restated Bylaws.
The indemnification and advancement of expenses authorized in or ordered
by a court as provided in the foregoing paragraphs does not exclude any other
rights to which a person seeking indemnification or advancement of expenses
may be entitled under the Restated Certificate of Incorporation, the Restated
Bylaws, or any other agreement or pursuant to a vote of stockholders or
disinterested directors, or otherwise. If a claim for indemnification or
payment of expenses under Article VI, Section 1 of the Restated Bylaws is not
paid in full within ninety (90) days after a written claim therefor has been
received by the Company, the claimant may file suit to recover the unpaid
amount of such claim, together with interest thereon, and if successful in
whole or in part, shall be entitled to be paid the expense of prosecuting
such claim, including reasonable attorneys' fees incurred in connection
therewith. In any such action, the Company shall have the burden of proving
that the claimant was not entitled to the requested indemnification or
payment of expenses under applicable law.
The Company's Restated Bylaws permit the Company to (i) purchase and
maintain insurance on behalf of any
II-1
<PAGE>
director, officer, employee or agent of the Company against any liability
asserted against him or her and incurred by him or her in any such capacity,
or arising out of his or her status as such, whether or not the Company would
have the power to indemnify him or her against such liability under the
provisions of Article VI, Section 1 of the Restated Bylaws, or (ii) create a
trust fund, grant a security interest or use other means, (including, without
limitation, letters or credit, surety bonds or other similar arrangements),
as well as enter into contracts providing indemnification to the fullest
extent permitted by law. The Company has purchased liability insurance
providing its directors and officers with coverage with respect to certain
liabilities.
Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<S> <C>
2.1 Asset Purchase Agreement dated March 31, 1995 among
O'Brien-Kreitzberg Inc., OBrien-Kreitzberg & Associates,
Inc., Fred C. Kreitzberg, the Kreitzberg 1994
Revocable Trust, and Richard Sklar (incorporated
herein by reference to Exhibit 2.1 of the Company's
Current Report on Form 8-K filed on April 6, 1995).
2.2 Purchase Agreement dated April 6, 1995 for the purchase
of shares of Walk, Haydel & Associates, Inc.
(incorporated herein by reference to Exhibit 2.1 of
the Company's Current Report on Form 8-K filed on
April 11, 1995).
2.3 Stock Purchase Agreement dated November 5, 1996 for the
purchase of shares of DM Investors, Inc., (Hochtief)
(incorporated herein by reference to Exhibit 2.1 of
the Company's Current Report on Form 8-K filed on
November 19, 1996).
4.1 Note Purchase Agreement dated as of March 15, 1996
between the Company and the Noteholders (incorporated
herein by reference to Exhibit 4.1 of the Company's
Annual Report on Form 10-K for the year ended March
29, 1996).
4.2 First Amendment dated as of April 15, 1996, to the Note
Purchase Agreement dated as of March 15, 1996
(incorporated herein by reference to Exhibit 4.2 of
the Company's Annual Report on Form 10-K for the year
ended March 28, 1997).
4.3 Second Amendment dated as of November 18, 1996 to the
Note Purchase Agreement dated as of March 15, 1996
(incorporated herein by reference to Exhibit 4.3 of
the Company's Annual Report on Form 10-K for the year
ended March 28, 1997).
4.4 Note Purchase Agreement dated as of December 16, 1996
between the Company and the Noteholders (incorporated
herein by reference to Exhibit 4.4 of the Company's
Annual Report on Form 10-K for the year ended March
28, 1997).
4.5 Third Amendment dated as of December 16, 1996, to the
Note Purchase Agreement dated as of March 15, 1996
(incorporated herein by reference to Exhibit 4.5 of
the Company's Annual Report on Form 10-K for the year
ended March 28, 1997).
4.6 Rights Agreement, dated as of March 28, 1997 between
Dames & Moore, Inc. and ChaseMellon Shareholder
Services LLC, which includes the form of Certificate
of Designations of Series A Junior Participating
Preferred Stock of Dames & Moore, Inc. as Exhibit A,
the form of Right Certificate as Exhibit B and the
Summary of Share Purchase Rights Plans as Exhibit C
(incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K filed on March
24, 1997).
5.1 Opinion of Latham & Watkins.
23.1 Consent of Latham & Watkins (included in Exhibit 5.1).
23.3 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included on Page II-6).
</TABLE>
II-2
<PAGE>
Item 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial BONA FIDE offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(e) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised 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. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer of controlling person
in connection with the securities being
II-3
<PAGE>
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized in the City of Los Angeles, State of California on
the 28th day of April 1998.
DAMES & MOORE GROUP
By: /s/ MARK A. SNELL
-----------------------------------
Mark A. Snell
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Arthur C. Darrow, Mark A. Snell and Leslie S.
Puget to be his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign this Registration
Statement, and any and all amendments thereto (including post-effective
amendments and any Registration Statement pursuant to Rule 462(b)), and to
file the same, with exhibits and schedules thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing necessary or desirable to be done in and
about the premises, as fully to all intents and purposes as he might or could
do in person, thereby ratifying and confirming all that said attorney-in-fact
and agent or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the dates indicated:
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ ARTHUR C. DARROW President, Chief Executive Officer and April 28, 1998
- ---------------------------- Director
Arthur C. Darrow
/s/ MARK A. SNELL Executive Vice President and Chief April 28, 1998
- ---------------------------- Financial Officer
Mark A. Snell
/s/ LESLIE S. PUGET Corporate Controller April 28, 1998
- ----------------------------
Leslie S. Puget
/s/ ROBERT M. PERRY Executive Vice President, Corporate Affairs April 28, 1998
- ---------------------------- and Director
Robert M. Perry
II-5
<PAGE>
/s/ GEORGE D. LEAL Chairman of the Board and Director April 28, 1998
- ----------------------------
George D. Leal
/s/ HARALD PEIPERS Director April 28, 1998
- ----------------------------
Harald Peipers
/s/ MICHAEL R. PEEVY Director April 28, 1998
- ----------------------------
Michael R. Peevy
/s/ ANTHONY R. MOORE Director April 28, 1998
- ----------------------------
Anthony R. Moore
/s/ ARTHUR E. WILLIAMS Director April 28, 1998
- ----------------------------
Arthur E. Williams
/s/ A. EWAN MACDONALD Director April 28, 1998
- ----------------------------
A. Ewan Macdonald
/s/ GARY R. KRIEGER Director April 28, 1998
- ----------------------------
Gary R. Krieger
/s/ ROBERT F. CLARKE Director April 28, 1998
- ----------------------------
Robert F. Clarke
/s/ URSULA M. BURNS Director April 28, 1998
- ----------------------------
Ursula M. Burns
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
<S> <C>
2.1 Asset Purchase Agreement dated March 31, 1995 among
O'Brien-Kreitzberg Inc., OBrien-Kreitzberg & Associates,
Inc., Fred C. Kreitzberg, the Kreitzberg 1994 Revocable
Trust, and Richard Sklar (incorporated herein by
reference to Exhibit 2.1 of the Company's Current Report
on Form 8-K filed on April 6, 1995).
2.2 Purchase Agreement dated April 6, 1995 for the purchase of
shares of Walk, Haydel & Associates, Inc. (incorporated
herein by reference to Exhibit 2.1 of the Company's
Current Report on Form 8-K filed on April 11, 1995).
2.3 Stock Purchase Agreement dated November 5, 1996 for the
purchase of shares of DM Investors, Inc., (Hochtief)
(incorporated herein by reference to Exhibit 2.1 of the
Company's Current Report on Form 8-K filed on November
19, 1996).
4.1 Note Purchase Agreement dated as of March 15, 1996 between
the Company and the Noteholders (incorporated herein by
reference to Exhibit 4.1 of the Company's Annual Report
on Form 10-K for the year ended March 29, 1996).
4.2 First Amendment dated as of April 15, 1996, to the Note
Purchase Agreement dated as of March 15, 1996
(incorporated herein by reference to Exhibit 4.2 of the
Company's Annual Report on Form 10-K for the year ended
March 28, 1997).
4.3 Second Amendment dated as of November 18, 1996 to the Note
Purchase Agreement dated as of March 15, 1996
(incorporated herein by reference to Exhibit 4.3 of the
Company's Annual Report on Form 10-K for the year ended
March 28, 1997).
4.4 Note Purchase Agreement dated as of December 16, 1996
between the Company and the Noteholders (incorporated
herein by reference to Exhibit 4.4 of the Company's
Annual Report on Form 10-K for the year ended March 28,
1997).
4.5 Third Amendment dated as of December 16, 1996, to the Note
Purchase Agreement dated as of March 15, 1996
(incorporated herein by reference to Exhibit 4.5 of the
Company's Annual Report on Form 10-K for the year ended
March 28, 1997).
4.6 Rights Agreement, dated as of March 28, 1997 between Dames &
Moore, Inc. and ChaseMellon Shareholder Services LLC,
which includes the form of Certificate of Designations of
Series A Junior Participating Preferred Stock of Dames &
Moore, Inc. as Exhibit A, the form of Right Certificate
as Exhibit B and the Summary of Share Purchase Rights
Plans as Exhibit C (incorporated by reference to Exhibit
4.1 to the Company's Current Report on Form 8-K filed on
March 24, 1997).
5.1 Opinion of Latham & Watkins.
23.1 Consent of Latham & Watkins (included in Exhibit 5.1).
23.3 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included on Page II-6).
</TABLE>
II-7
<PAGE>
EXHIBIT 5.1
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
(213) 485-1234
April 30, 1998
Dames & Moore Group
911 Wilshire Boulevard
Suite 700
Los Angeles, California 90017
Re: Registration of 78,496 shares of common stock, par value $.01 per
share, pursuant to Registration Statement on Form S-3
(Registration No. 333- )
-----------------------------------------------------------------
Ladies and Gentlemen:
In connection with the registration of 78,496 shares of common
stock, par value $.01 per share (the "Shares"), of Dames & Moore Group, a
Delaware corporation (the "Company"), under the Securities Act of 1933, as
amended (the "Act"), on Form S-3 filed with the Securities and Exchange
Commission (the "Commission") on April 30, 1998 (File No. 333-____) (the
"Registration Statement"), you have requested our opinion with respect to the
matters set forth below.
In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken by the Company in
connection with the authorization, issuance and sale of the Shares. In
addition, we have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
and the conformity to authentic original documents of all documents submitted
to us as copies.
We are opining herein as to the effect on the subject transaction
only of the General Corporation Law of the State of Delaware, and we express
no opinion with respect to the applicability thereto, or the effect thereon,
of the laws of any other jurisdiction or, in the case of Delaware, any other
laws, or as to any matters of municipal law or the laws of any other local
<PAGE>
Page 2
agencies within the state.
Subject to the foregoing, it is our opinion that the Shares have
been duly authorized, and, upon issuance, delivery and payment therefor in
the manner contemplated by the Registration Statement, will be validly
issued, fully paid and nonassessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."
Very truly yours,
/s/ Latham & Watkins
2
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Dames & Moore Group:
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Los Angeles, California
April 28, 1998
