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As filed with the Securities and Exchange Commission on August 19, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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DAMES & MOORE GROUP
(Exact name of registrant as specified in its charter)
DELAWARE 95-4316617
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
911 WILSHIRE BOULEVARD, SUITE 700
LOS ANGELES, CALIFORNIA 90017
(Address of principal executive offices) (Zip Code)
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THE DAMES & MOORE GROUP DEFERRED COMPENSATION PLAN
(Full Title of the Plan)
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MARK A. SNELL
EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
DAMES & MOORE GROUP
911 WILSHIRE BOULEVARD, SUITE 700
LOS ANGELES, CALIFORNIA 90017
(213) 996-2200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Copies to:
JOHN M. NEWELL, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of Each Class of to be Offering Price Offering Registration
Securities to be Registered Registered Per Unit Price (1) Fee
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<S> <C> <C> <C> <C>
Deferred Compensation
Obligations (2) $2,000,000 100% $2,000,000 $590
</TABLE>
(1) Estimated solely for purposes of computing the registration fee.
(2) The Deferred Compensation Obligations are unsecured general obligations of
Dames & Moore Group to pay deferred compensation in accordance with the
terms of the Dames & Moore Group Deferred Compensation Plan.
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PART I
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to plan
participants as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II
hereof), taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates the following documents in this Registration
Statement by reference:
A. The Company's Annual Report on Form 10-K for the year ended
March 27, 1998.
B. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed with the
Commission on March 3, 1992, as amended by Amendment No. 1
thereto on Form 8-A/A, filed with the Commission on March 25,
1992.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, are incorporated by reference in this registration statement
and are a part hereof from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which 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 a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Dames & Moore Group Deferred Compensation Plan (the "Plan")
provides designated management employees and highly compensated employees and
directors (the "Participants") with an opportunity to defer a portion of their
pre-tax compensation (including salary and bonuses) and accumulate tax-deferred
earnings (or losses) thereon. Each Participant is an unsecured general creditor
of the Company with respect to his or her own Plan benefits. Benefits are
payable solely from the Company's general assets, and are subject to the risk of
corporate insolvency. The obligations of the Company to pay deferred
compensation (the "Obligations") under the Plan are unsecured general
obligations of the Company and rank equally with the other unsecured and
subordinated indebtedness of the Company from time to time outstanding.
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The amount of compensation to be deferred by each Participant is based
on elections by the Participant in accordance with the terms of the Plan, and
the Obligations will become due on retirement, death or other termination of
employment in the form and on the date or dates determined in accordance with
the Plan. The Obligations will be indexed to one or more investment
alternatives chosen by each Participant from a range of such alternatives, and
the amount of the Obligations payable to each Participant will increase or
decrease based on the investment returns of the chosen investment alternatives.
However, no Participant deferrals actually will be invested in any investment
alternative, and as a result the Participants will have no ownership interest in
any of such investment alternatives.
The Obligations cannot be assigned, transferred, pledged or otherwise
encumbered by the Participants, except that each Participant may designate one
or more beneficiaries to receive benefits upon the Participant's death.
The total amount of Obligations being registered pursuant to this
Registration Statement is $2,000,000.
The Company may amend or partially or completely terminate the Plan,
except that no such amendment or termination may adversely affect any
Participant's deferral account as of the date of such amendment or termination.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. 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.
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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 or
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 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 of 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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS.
3.1 Restated Certificate of Incorporation of Dames &
Moore Group as Amended (incorporated herein by
reference to Exhibit 3(i) of the Company's
Quarterly Report on Form 10-Q (File No. 1-11075)
for the quarter ended September 26, 1997).
3.2 Restated By-laws of Dames & Moore Group (incorporated
herein by reference to Exhibit 3(ii) of the Company's
Quarterly Report on Form 10-Q (File No. 1-11075) for
the quarter ended September 26, 1997).
4.1 Dames & Moore Group Deferred Compensation Plan
effective May 2, 1998 (incorporated herein by
reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-Q [File No. 1-11075]
for the quarter ended June 26, 1998).
*5 Opinion of Latham & Watkins.
*23.1 Consent of KPMG Peat Marwick LLP, independent
auditors.
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*23.2 Consent of Latham & Watkins (included in Exhibit 5
hereto).
*24 Power of Attorney (included on signature page
hereof).
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* Filed herewith
ITEM 9. UNDERTAKINGS.
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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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 (1)(a) and (1)(b) shall not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration
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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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 or controlling person in connection with the securities being
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 and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Los Angeles, State of California, on this 19th day of August,
1998.
DAMES & MOORE GROUP
By: /s/ MARK A. SNELL
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Mark A. Snell
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
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 any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their, his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in their capacities and
on the dates indicated.
SIGNATURE TITLE DATE
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/s/ GEORGE D. LEAL Director and Chairman of the August 19, 1998
- ------------------------ Board
George D. Leal
/s/ ARTHUR C. DARROW President, Chief Executive August 19, 1998
- ------------------------ Officer and Director
Arthur C. Darrow (Principal Executive Officer)
/s/ MARK A. SNELL Executive Vice-President- August 19, 1998
- ------------------------ Finance, Chief Financial
Mark A. Snell Officer (Principal Financial
Officer)
/s/ URSULA M. BURNS Director August 19, 1998
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Ursula M. Burns
/s/ ROBERT F. CLARKE Director August 19, 1998
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Robert F. Clarke
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/s/ GARY R. KRIEGER Director August 19, 1998
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Gary R. Krieger
/s/ A. EWAN MACDONALD Director August 19, 1998
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A. Ewan Macdonald
Director August 19, 1998
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Anthony R. Moore
/s/ MICHAEL R. PEEVEY Director August 19, 1998
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Michael R. Peevey
/s/ HAROLD PEIPERS Director August 19, 1998
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Harald Peipers
/s/ARTHUR E. WILLIAMS Director August 19, 1998
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Arthur E. Williams
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INDEX TO EXHIBITS
EXHIBIT PAGE
3.1 Restated Certificate of Incorporation of Dames &
Moore Group as Amended (incorporated herein by
reference to Exhibit 3(i) of the Company's
Quarterly Report on Form 10-Q (File No. 1-11075)
for the quarter ended September 26, 1997).
3.2 Restated By-laws of Dames & Moore Group
(incorporated herein by reference to Exhibit 3(ii)
of the Company's Quarterly Report on Form 10-Q
(File No. 1-11075) for the quarter ended September
26, 1997).
4.1 Dames & Moore Group Deferred Compensation Plan
effective May 2, 1998 (incorporated herein by
reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-Q [File No. 1-11075]
for the quarter ended June 26, 1998).
*5 Opinion of Latham & Watkins.
*23.1 Consent of KPMG Peat Marwick LLP, independent
auditors.
*23.2 Consent of Latham & Watkins (included in Exhibit 5
hereto).
*24 Power of Attorney (included on signature page
hereof).
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* Filed herewith
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EXHIBIT 5
LATHAM & WATKINS
633 West Fifth Street, Suite 4000
Los Angeles, California 90071
(213) 485-1234
August 19, 1998
Dames & Moore Group
911 Wilshire Boulevard, Suite 700
Los Angeles, California 90017
Re: DAMES & MOORE GROUP
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement"), which Dames & Moore Group, a Delaware
corporation (the "Company"), intends to file with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of $2,000,000 in deferred compensation obligations (the
"Obligations") of the Company under the Dames & Moore Group Deferred
Compensation Plan (the "Plan"). We are familiar with the proceedings undertaken
in connection with the authorization of the Plan and the Obligations.
Additionally, we have examined such questions of law and fact as we have
considered 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 federal securities law of the United States and 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 any other laws.
Based upon the foregoing, we are of the opinion that the Obligations
have been duly authorized, and upon the issuance of the Obligations under the
terms of the Plan, such Obligations will be legally valid and binding
obligations of the Company, except as may be limited by the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights or remedies of
creditors; the effect of general principles of equity, whether enforcement is
considered in a proceeding in equity or at law, and the discretion of the court
before which any proceeding therefor may be brought; and the effect of the laws
of usury or other laws or equitable principles relating to or limiting the
interest rate payable on indebtedness.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ LATHAM & WATKINS
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Dames & Moore Group:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG PEAT MARWICK LLP
Los Angeles, California
August 14, 1998
