<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
AMENDMENT NO. 2
to
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
_________________
DAMES & MOORE GROUP
(Name Of Subject Company)
DAMES & MOORE GROUP
(Name Of Person Filing Statement)
_________________
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title Of Class Of Securities)
235713-10-4
(Cusip Number Of Class Of Securities)
_________________
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)
_________________
COPIES TO:
JOHN M. NEWELL, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
<PAGE>
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 May 18, 1999, 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(d):
(e) On May 27, 1999, the Company issued a press release announcing its
earnings for the fiscal year ended March 26, 1999. A copy of the press
release is filed as Exhibit 7 hereto and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7. Press Release issued by the Company on May 27, 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. 2 is true, complete and correct.
Dated: May 27, 1999
DAMES & MOORE GROUP
By:
----------------------------
Mark A. Snell
Executive Vice President and
Chief Financial Officer
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[DAMES & MOORE GROUP LETTERHEAD]
- ------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
DAMES & MOORE GROUP REPORTS
FISCAL 1999 RESULTS
LOS ANGELES, May 26, 1999--Dames & Moore Group (NYSE:DM) today reported
earnings per share on a diluted basis, before charges related to the
company's acquisition of Radian International LLC, of $1.12 for the fiscal
year ended March 26, 1999 compared with $1.07 per share for the fiscal year
ended March 27, 1998. Diluted earnings per share for the fourth quarter of
fiscal 1999 were $0.27 compared with $0.24 for the fourth quarter of fiscal
1998. Earnings from operations before acquisition-related restructuring
charges were $52.2 million for the year compared with $42.8 million for the
prior year. Earnings per share after acquisition-related charges and
extraordinary items was $(0.02). Earnings from operations after
acquisition-related restructuring charges were $23.9 million after giving
affect to the $28.2 million restructuring charge. The net (loss) after
restructuring charges and extraordinary items was $(303,000) for the year
compared with net earnings of $19.3 million for the prior year. Net revenues
were $639.3 million for fiscal year 1999 and $482.5 million for the
comparable period in fiscal 1998.
The company is in the process of merging with URS Corporation, which
launched a tender offer for all the outstanding shares of Dames & Moore Group
common stock for $16.00 a share. The tender is expected to close June 8,
1999 unless extended. Arthur C. Darrow, Chief Executive Officer, stated, "We
are pleased that our year-end results met our expectations."
The Dames & Moore Group, a global engineering and construction services
firm, has annualized gross revenues of approximately $1.2 billion. The
group's capabilities include general engineering and consulting, process and
chemical engineering, transportation planning and design and construction
services. Headquartered in Los Angeles, the group has over 250 offices
spanning 33 countries.
####
[Table to follow]
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DAMES & MOORE GROUP REPORTS RECORD EARNINGS PER SHARE
MAY 26, 1999
Page 2
DAMES & MOORE GROUP
STATEMENTS OF EARNINGS (LOSS)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED TWELVE MONTHS ENDED
------------------------ ------------------------
MARCH 26, MARCH 27, MARCH 26, MARCH 27,
1999 1998 1999 1998
(13 WEEKS) (13 WEEKS) (52 WEEKS) (52 WEEKS)
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Gross revenues $289,777 $180,943 $1,029,967 $703,902
Direct costs of outside services 104,520 60,203 390,621 221,398
-------- -------- ---------- --------
Net revenues 185,257 120,740 639,346 482,504
-------- -------- ---------- --------
Operating expenses:
Salaries and related costs 126,217 85,532 445,594 337,474
General expenses 40,228 21,517 123,206 88,401
Acquisition related restructuring
and other charges -- -- 28,276 --
-------- -------- ---------- --------
18,902 13,691 42,270 56,629
-------- -------- ---------- --------
Depreciation and amortization 3,931 2,431 12,840 9,216
Amortization of goodwill 1,676 1,160 5,504 4,600
-------- -------- ---------- --------
Earnings from operations 13,295 10,100 23,926 42,813
Investment and other income 803 460 1,231 997
Interest expense (5,585) (2,648) (18,481) (10,292)
-------- -------- ---------- --------
Earnings before income taxes 8,513 7,912 6,676 33,518
Income taxes 3,655 3,571 4,129 14,188
-------- -------- ---------- --------
Earnings before extraordinary item 4,858 4,341 2,547 19,330
Extraordinary item (net of applicable
income tax benefit of $1,737) -- -- (2,850) --
-------- -------- ---------- --------
Net earnings (loss) $ 4,858 $ 4,341 $ (303) $ 19,330
-------- -------- ---------- --------
-------- -------- ---------- --------
Cash dividends declard per share $ 0.03 $ 0.03 $ 0.12 $ 0.12
-------- -------- ---------- --------
-------- -------- ---------- --------
Earnings (loss) per share--Basic $ 0.27 $ 0.24 $ (0.02) $ 1.08
-------- -------- ---------- --------
-------- -------- ---------- --------
Earnings (loss) per share--Diluted $ 0.27 $ 0.24 $ (0.02) $ 1.07
-------- -------- ---------- --------
-------- -------- ---------- --------
Weighted average number of share--Basic 18,215 17,914 18,237 17,890
-------- -------- ---------- --------
-------- -------- ---------- --------
Weighted average number of share--Diluted 18,291 18,074 18,319 18,048
-------- -------- ---------- --------
-------- -------- ---------- --------
</TABLE>
<PAGE>
DAMES & MOORE GROUP REPORTS RECORD EARNINGS PER SHARE
MAY 26, 1999
Page 3
DAMES & MOORE GROUP
STATEMENTS OF FINANCIAL POSITION
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 26, MARCH 27,
1999 1998
--------- ---------
<S> <C> <C>
ASSETS
Current assets $366,506 $228,129
Property and equipment, net 57,518 23,397
Goodwill of acquired businesses 159,918 117,849
Investments in affiliates and other assets 50,637 16,986
-------- --------
$634,579 $386,361
-------- --------
-------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities $182,336 $ 98,559
Long-term debt 284,147 132,010
Other long-term debt 21,176 5,883
Shareholders' equity 146,920 149,909
-------- --------
$634,579 $386,361
-------- --------
-------- --------
</TABLE>
