-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, cTA/mApzMvTLjGsfmDTsw2DaM2bFxHELHAeSStJqHA/zRBgt9pEbf3iAvtR9t4eE wZaOJKSc3U/DR4dM8NpzXQ== 0000906344-95-000005.txt : 19950203 0000906344-95-000005.hdr.sgml : 19950203 ACCESSION NUMBER: 0000906344-95-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950201 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: URS CORP /NEW/ CENTRAL INDEX KEY: 0000102379 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 941381538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08539 FILM NUMBER: 95504601 BUSINESS ADDRESS: STREET 1: 100 CALIFORNIA ST STE 500 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4157742700 FORMER COMPANY: FORMER CONFORMED NAME: THORTEC INTERNATIONAL INC DATE OF NAME CHANGE: 19900222 FORMER COMPANY: FORMER CONFORMED NAME: URS CORP /DE/ DATE OF NAME CHANGE: 19871214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOWARD RICE NEMEROVSKI CANADY ROBERTSON & FALK CENTRAL INDEX KEY: 0000906344 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 EMBARCADERO CTR 7TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111-4065 BUSINESS PHONE: 4154341600 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20)* URS CORPORATION (Name of Issuer) Common Stock ($.01 per value) (Title of Class of Securities) 903236-10-7 (CUSIP Number) Donald S. Scherer Howard, Rice, Nemerovski, Canady, Robertson, Falk & Rabkin, A Professional Corporation Three Embarcadero Center, Suite 700 San Francisco, CA 94111 (415) 434-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 24, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . Check the following box if a fee is being paid with this statement . (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. -1- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). -2- CUSIP No. 903236-10-7 SCHEDULE 13D Page 3 of 17 1 Name of Reporting Person BK CAPITAL PARTNERS I, L.P. IRS Identification No. of Above Person 94-3013688 2 Check the Appropriate Box if a Member of a Group (a) x (b) 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 2,472,693* BENEFICIALLY OWNED BY EACH REPORTING 9 Sole Dispositive Power -0- PERSON WITH 10 Shared Dispositive Power 2,472,693* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,472,693* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 31.2%* 14 Type of Reporting Person PN * See response to Item 5. -3- CUSIP No. 903236-10-7 SCHEDULE 13D Page 4 of 17 1 Name of Reporting Person BK CAPITAL PARTNERS II, L.P. IRS Identification No. of Above Person 94-3048313 2 Check the Appropriate Box if a Member of a Group (a) x (b) 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 2,472,693* BENEFICIALLY OWNED BY EACH REPORTING 9 Sole Dispositive Power -0- PERSON WITH 10 Shared Dispositive Power 2,472,693* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,472,693* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 31.2%* 14 Type of Reporting Person PN * See response to Item 5. -4- CUSIP No. 903236-10-7 SCHEDULE 13D Page 5 of 17 1 Name of Reporting Person BK CAPITAL PARTNERS III, L.P. IRS Identification No. of Above Person 94-3091845 2 Check the Appropriate Box if a Member of a Group (a) x (b) 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 2,472,693* BENEFICIALLY OWNED BY EACH REPORTING 9 Sole Dispositive Power -0- PERSON WITH 10 Shared Dispositive Power 2,472,693* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,472,693* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 31.2%* 14 Type of Reporting Person PN * See response to Item 5. -5- CUSIP No. 903236-10-7 SCHEDULE 13D Page 6 of 17 1 Name of Reporting Person THE COMMON FUND IRS Identification No. of Above Person 23-7037968 2 Check the Appropriate Box if a Member of a Group (a) x (b) 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization New York 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 2,472,693* BENEFICIALLY OWNED BY EACH REPORTING 9 Sole Dispositive Power -0- PERSON WITH 10 Shared Dispositive Power 2,472,693* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,472,693* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 31.2%* 14 Type of Reporting Person CO * See response to Item 5. -6- CUSIP No. 903236-10-7 SCHEDULE 13D Page 7 of 17 1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, L.P. IRS Identification No. of Above Person 94-3205364 2 Check the Appropriate Box if a Member of a Group (a) x (b) 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 2,472,693* BENEFICIALLY OWNED BY EACH REPORTING 9 Sole Dispositive Power -0- PERSON WITH 10 Shared Dispositive Power 2,472,693* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,472,693* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 31.2%* 14 Type of Reporting Person PN, IA * See response to Item 5. -7- CUSIP No. 903236-10-7 SCHEDULE 13D Page 8 of 17 1 Name of Reporting Person RICHARD C. BLUM & ASSOCIATES, INC. IRS Identification No. of Above Person 94-2967812 2 Check the Appropriate Box if a Member of a Group (a) x (b) 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization California 7 Sole Voting Power -0- NUMBER OF SHARES 8 Shared Voting Power 2,472,693* BENEFICIALLY OWNED BY EACH REPORTING 9 Sole Dispositive Power -0- PERSON WITH 10 Shared Dispositive Power 2,472,693* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,472,693* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 31.2%* 14 Type of Reporting Person CO * See response to Item 5. -8- CUSIP No. 903236-10-7 SCHEDULE 13D Page 9 of 17 1 Name of Reporting Person RICHARD C. BLUM S.S. No. of Above Person 556 42 3196 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC USE ONLY 4 Source of Funds Not applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization USA 7 Sole Voting Power 17,841 NUMBER OF SHARES 8 Shared Voting Power 2,472,693* BENEFICIALLY OWNED BY EACH REPORTING 9 Sole Dispositive Power 17,841 PERSON WITH 10 Shared Dispositive Power 2,472,693* 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,490,534* 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares 13 Percent of Class Represented by Amount in Row 11 31.4%* 14 Type of Reporting Person IN * See response to Item 5. -9- Item 1. Security and Issuer This Amendment No. 20 (the "Amendment") to Schedule 13D relates to shares of common stock, $0.01 par value (the "Stock"), of URS Corporation, a Delaware corporation (the "Issuer"). The principal executive office and mailing address of the Issuer is 100 California Street, Suite 500, San Francisco, CA 94111-4529. This Amendment amends and restates Amendment No. 19 to Schedule 13D. This Amendment is being filed because of certain dispositions of stock set forth in Item 5(c) below. Item 2. Identity and Background This Amendment is filed on behalf of BK Capital Partners I, L.P., a California limited partnership ("BK I"), BK Capital Partners II, L.P., a California limited partnership ("BK II"), BK Capital Partners III, L.P., a California limited partnership ("BK III"), The Common Fund, a New York non- profit corporation, Richard C. Blum & Associates, L.P., a California limited partnership ("RCBA L.P."), Richard C. Blum & Associates, Inc., a California corporation ("RCBA Inc."), and Richard C. Blum, the Chairman and substantial shareholder of RCBA Inc. BK I, BK II and BK III are each California limited partnerships whose principal business is investing in securities, and whose principal office is located at 909 Montgomery Street, Suite 400, San Francisco, California 94133. RCBA L.P. is the sole general partner of BK I, BK II and BK III. RCBA, L.P. is a California limited partnership whose principal business is acting as general partner for investment partnerships and providing investment advisory and financial consulting services. RCBA L.P. is a registered investment adviser with the Securities and Exchange Commission and with the State of California. The sole general partner of RCBA L.P. is RCBA Inc. The principal business office address of RCBA L.P. and RCBA Inc. is 909 Montgomery Street, Suite 400, San Francisco, California 94133. The names of the executive officers and directors of RCBA Inc., their addresses, citizenship and principal occupations are as follows: -10- Name and Business Citizenship Principal Occupation Office Held Address or Employment Richard C. Blum 909 Montgomery St. USA Chairman and Chairman and Suite 400 Director, RCBA, L.P. Director San Francisco, CA Thomas L. 40 Wall Street USA Chairman, Loeb Kempner New York, NY Partners Director 10005 Corporation, Investment Banking Business Nils Colin Lind 909 Montgomery St. Norway Managing Managing Suite 400 Director, RCBA, L.P. Director and Director San Francisco, CA George A. 909 Montgomery St. USA Managing Pavlov Suite 400 Director and Managing San Francisco, CA Chief Financial Director, Chief Officer, RCBA, L.P. Financial Officer and Director Alexander L. 909 Montgomery St. USA Managing Dean Suite 400 Director of Managing San Francisco, CA Investments, RCBA, L.P. Director of Investments and Director Peter E. 909 Montgomery St. USA Managing Rosenberg Suite 400 Director of Managing San Francisco, CA Investments, RCBA, L.P. Director of Investments and Director Michael Kane 909 Montgomery St. USA Managing Managing Suite 400 Director of Director of San Francisco, CA Investments, RCBA, L.P. Investments Donald S. 3 Embarcadero Center USA Howard, Rice, et al. Scherer Suite 700 (law firm) Secretary San Francisco, CA 94111 -11- The Common Fund is a New York not-for-profit corporation principally engaged in the business of managing investments for educational institutions. The principal administrative office of The Common Fund is located at 450 Post Road East, Westport, Connecticut 06881-0909. The name, business address and present principal occupation of each of the trustees and executive officers of The Common Fund are as follows (all are United States citizens): Trustees Paul J. Aslanian David M. Lascell Treasurer Partner Macalester College Hallenbeck, Lascell, Norris & Zorn 1600 Grand Avenue One Exchange Street St. Paul, MN 55105 Rochester, NY 14614-1403 John B. Carroll John T. Leatham President Chairman GTE Investment Management Security Health Partners Corp. 1925 Calvin Court Tresser Boulevard River Woods, IL 60015 Seventh Floor Stamford, CT 06901 Louis W. Moelchert Vice President for Business Mayree C. Clark and Finance Managing Director, Global University of Richmond Research Campus Drive, Room 202 Morgan Stanley & Co., Inc. Maryland Hall 1251 Avenue of the Americas Richmond, VA 23173 New York, NY 10020 Andre F. Perold Herbert M. Gordon Sylvan C. Coleman Professor Treasurer of Financial Management The Regents of the Harvard University Graduate University of California School of Business Kaiser Center Administration 300 Lakeside Drive, 17th Morgan Hall, 367, Soldiers Floor Field Oakland, CA 94612-3550 Boston, MA 02163 -12- Todd E. Petzel Caspa L. Harris, Jr Executive Vice President President Business Development National Association of Chicago Mercantile Exchange College and University 30 South Wacker Drive Business Officers Chicago, IL 60606 1 Dupont Circle, Suite 500 Washington, DC 20036 Robert S. Salomon, Jr. President Norman G. Herbert STI Management LLC Treasurer and Investment 36 Flying Cloud Road Officer Stamford, CT 06902 University of Michigan 5032 Fleming Administration William T. Spitz Building Treasurer Ann Arbor, MI 48109-1340 Vanderbilt University 102 Alumni Hall William Hromadka Nashville, TN 37240-0159 Treasurer and Assoc. Sr. Vice President David K. Storrs, President University of Southern The Common Fund California 450 Post Road East University Park, Treasurer's Westport, CT 06881-0909 Office BKS 402 - Bookstore Building Los Angeles, CA 90089-2541 Lyn Hutton Vice President Finance and Treasurer Dartmouth College 6008 Parkhurst Hall, Room 102 Hanover, NH 03755-3529 The executive officers of The Common Fund who are not Trustees are as follows (the business address for each person is The Common Fund, 450 Post Road East, Westport, CT 06881-0909): John S. Griswold, Jr. Curt R. Tobey Senior Vice President Senior Vice President Robert E. Shultz Gary P. Watson Senior Vice President Chief Operating Officer and Secretary -13- To the best knowledge of the Reporting Persons, none of the entities or persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The source of funds for the previous purchases of Stock was the working capital of the Reporting Persons. Item 4. Purpose of Transaction. The Reporting Persons previously acquired the Stock for investment purposes. Depending on market conditions and other factors, the Reporting Persons may purchase additional shares of the Stock in the open market or in private transactions. Alternatively, depending on market conditions and other factors, they may, at some future time, sell all or some of their shares of the Stock. Richard C. Blum is a director of the Issuer, and RCBA L.P. receives consulting fees from the Issuer. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions set forth in clauses (a) through (j) of Item 4, although the Reporting Persons may in the future take actions that would have such an effect. Item 5. Interest in Securities of the Issuer (a) & (b) According to the Issuer, 7,003,666 shares of the Stock were outstanding as of January 31, 1995. The following Reporting Persons have the following direct holdings in the Stock or in Stock obtainable upon the exercise of warrants ("Warrant Shares"): Shares of Warrant Percentage Name Stock Owned Shares Owned Owned BK I 104,719 403,546 6.9% BK II 117,869 403,546 7.0% BK III 248,738 115,299 5.1% The Common Fund 1,077,980 -0- 15.4% RCBA L.P. 996 -0- Less than 1% Total 1,550,302 922,391 31.2% -14- Because voting and investment decisions concerning the above shares are made by RCBA L.P., the Reporting Persons affirm membership in a group. Therefore, each Reporting Person is deemed to have beneficial ownership of an aggregate of 2,472,693 shares of the Stock, which is 31.2% of the outstanding Stock (calculated in accordance with Rule 13d-3(d)(l)(i) of the Securities Exchange Act of 1934). As Chairman, director and a substantial shareholder of RCBA Inc., Richard C. Blum might be deemed to be the beneficial owner of the securities beneficially owned by RCBA Inc. In addition, Mr. Blum has sole beneficial ownership of 17,841 shares of the Stock (consisting of shares held directly, shares held as beneficiary of a trust and options currently exercisable or exercisable within 60 days). If Mr. Blum were deemed to be the beneficial owner of the securities beneficially owned by RCBA Inc., he would own beneficially an aggregate of 2,490,534 shares, which is 31.4% of the Stock. Although Mr. Blum is joining in this Amendment as a Reporting Person, the filing of this Amendment shall not be construed as an admission that he, or any of the other shareholders, directors or executive officers of RCBA Inc. is, for any purpose, the beneficial owner of any of the securities that are beneficially owned by RCBA Inc. (c) During the last 60 days, the following dispositions have been made: On January 24, 1994, BK III distributed an aggregate of 77,500 shares of the Stock to two of its limited partners in connection with such limited partners' withdrawal from the partnership. (d) and (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to be Filed as Exhibits Joint Filing Undertaking. -15- Signatures After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: January 31, 1995 BK CAPITAL PARTNERS I, L.P. THE COMMON FUND BK CAPITAL PARTNERS II, L.P. By: Richard C. Blum & Associates, Inc., Investment Adviser BK CAPITAL PARTNERS III, L.P. RICHARD C. BLUM & ASSOCIATES, L.P. By: /s/ Donald S. Scherer _____________________ Donald S. Scherer, Secretary By: Richard C. Blum & Associates, Inc., its General Partner By: /s/ Donald S. Scherer _____________________ Donald S. Scherer, Secretary RICHARD C. BLUM & ASSOCIATES, INC. /s/ N. Colin Lind _________________ RICHARD C. BLUM By: /s/ Donald S. Scherer By: N. Colin Lind _____________________ Attorney-in-Fact Donald S. Scherer, Secretary -16- JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to Amendment No. 20 to Schedule 13D to evidence the agreement of the below-names parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Amendment jointly on behalf of each of such parties. DATED: January 31, 1995 BK CAPITAL PARTNERS I, L.P. THE COMMON FUND BK CAPITAL PARTNERS II, L.P. By: Richard C. Blum & Associates, Inc., Investment Adviser BK CAPITAL PARTNERS III, L.P. RICHARD C. BLUM & ASSOCIATES, L.P. By: /s/ Donald S. Scherer _____________________ Donald S. Scherer, Secretary By: Richard C. Blum & Associates, Inc., its General Partner By: /s/ Donald S. Scherer _____________________ Donald S. Scherer, Secretary RICHARD C. BLUM & ASSOCIATES, INC. /s/ N. Colin Lind _________________ RICHARD C. BLUM By: /s/ Donald S. Scherer By: N. Colin Lind _____________________ Attorney-in-Fact Donald S. Scherer, Secretary -17- -----END PRIVACY-ENHANCED MESSAGE-----