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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DAMES & MOORE GROUP
(Name Of Subject Company)
DAMES & MOORE GROUP
(Name Of Person Filing Statement)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title Of Class Of Securities)
235713-10-4
(Cusip Number Of Class Of Securities)
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ARTHUR C. DARROW
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
DAMES & MOORE GROUP
911 WILSHIRE BOULEVARD, #700
LOS ANGELES, CALIFORNIA 90017
(213) 996-2000
(Name, Address And Telephone Number Of Person Authorized To
Receive Notice And Communications On Behalf Of Person(s) Filing Statement)
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COPIES TO:
JOHN M. NEWELL, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90017
(213) 485-1234
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This statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
(the "Commission") on May 11, 1999 by Dames & Moore Group, a Delaware
corporation (the "Company")(the "Schedule 14D-9") relating to the cash tender
offer by Demeter Acquisition Corporation, a Delaware corporation (the
"Purchaser"), a wholly owned subsidiary of URS Corporation, a Delaware
corporation ("Parent"), to purchase all outstanding shares of Common Stock,
par value $0.01 per share (the "Common Stock"), at a price of $16.00 per
share, net to the seller in cash (subject to applicable withholding of
taxes), without any interest, upon the terms and subject to the conditions
set forth in the Purchaser's Offer to Purchase dated May 11, 1999, and the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). Capitalized terms
used and not defined herein shall have the meanings given to them in the
Offer to Purchase.
ITEM 8. THE SOLICITATION OR RECOMMENDATION.
The response to Item 8 is hereby amended by adding the following after
the final paragraph of Item 8(d):
On May 18, 1999, the Company issued a press release announcing the
Federal Trade Commission has granted early termination of the required
waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, with respect to the pending acquisition of the Company's
Common Stock by the Purchaser and Parent and with respect to the Equity
Contribution. A copy of the press release is filed as Exhibit 6 hereto and is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 6. Press Release issued by the Company and Parent on May 18, 1999.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this Amendment
No. 1 is true, complete and correct.
Dated: May 18, 1999
DAMES & MOORE GROUP
By: /s/ MARK A. SNELL
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Mark A. Snell
Executive Vice President and
Chief Financial Officer
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[LOGOS]
FOR IMMEDIATE RELEASE
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Contact: URS DAMES & MOORE SARD VERBINNEN & CO.
Kent Ainsworth Mark Snell Andrew Merrill/
EVP & CFO EVP & CFO Christina Johnson
415-774-2700 213-996-2224 212/687-8080
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EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD GRANTED
URS CORPORATION/DAMES & MOORE TRANSACTION
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SAN FRANCISCO AND LOS ANGELES, CALIFORNIA, MAY 18, 1999 - URS
Corporation (NYSE: URS) today announced that the Federal Trade Commission has
granted early termination of the required waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act with respect to its pending
acquisition of Dames & Moore Group (NYSE: DM) and the related equity
financing.
The acquisition remains subject to the tender of a majority of Dames &
Moore Group shares under the offer commenced on May 11, 1999 and to typical
funding conditions. The tender offer and withdrawal rights will expire at
12:00 midnight, New York City time, on Tuesday, June 8, 1999, unless extended.
Headquartered in San Francisco, URS offers a broad range of planning and
design services through 140 offices located in 16 countries, including Europe
and Asia/Pacific. URS provides services for infrastructure projects involving
air and surface transportation systems; institutional, industrial and
commercial facilities; and pollution control, water resources and hazardous
waste management programs.
URS serves local, state and federal government agencies as well as
private clients in the chemical, manufacturing, pharmaceutical, forest
product, mining, water supply, commercial development and utilities
industries.
Dames & Moore is a worldwide engineering and construction services firm,
whose capabilities include general engineering and consulting, process and
chemical engineering, transportation planning and design, and construction
services. Headquartered in Los Angeles, Dames & Moore has over 7,800
employees and offices in over 30 countries.
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