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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
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 90071
(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") (as amended through the date hereof, 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
paragraph after the final paragraph of Item 8(f):
(g) On June 9, 1999, Parent issued a press release announcing that
it had accepted for payment of approximately 17.6 million shares which had
been validly tendered and not withdrawn pursuant to the Offer. A copy of the
press release is filed as Exhibit 8 hereto and is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 8. Press Release issued by Parent on June 9, 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. 4 is true, complete and correct.
Dated: June 9, 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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FOR IMMEDIATE RELEASE
Contacts:
URS Corporation Sard Verbinnen &
Co.
Kent P. Ainsworth Andrew
Merrill/Kim Polan
Executive Vice President (212) 687-8080
& Chief Financial Officer
(415) 774-2700
URS CORPORATION ANNOUNCES COMPLETION OF ITS
TENDER OFFER FOR DAMES & MOORE GROUP
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SAN FRANCISCO, CA, June 9, 1999 - URS Corporation (NYSE: URS) today announced
that it has accepted for payment all of the shares of common stock of Dames &
Moore Group (NYSE: DM) validly tendered and not withdrawn under the tender offer
commenced on May 11, 1999. The accepted shares totaled approximately 17.6
million shares based on a preliminary count, representing approximately 95% of
the outstanding Dames & Moore shares. The tender offer expired at 12:00
midnight, New York City time, on Tuesday, June 8, 1999.
With the tender offer completed, URS now intends to promptly complete a
short-form merger of its wholly owned subsidiary into Dames & Moore under
Delaware law. As a result, Dames & Moore will become a direct, wholly owned
subsidiary of URS and, subject to appraisal rights, each remaining
outstanding Dames & Moore share will be converted into the right to receive
$16.00 in cash, without interest.
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.
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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.
