Attached files
| file | filename |
|---|---|
| EX-2.1 - EXHIBIT 2.1 RECOMMENDED INCREASED CASH OFFER - URS CORP /NEW/ | exhibit2-1.htm |
| EX-4.1 - EXHIBIT 4.1 UNIVERSE BIDCO LIMITED LOAN NOTE INSTRUMENT - URS CORP /NEW/ | exhibit4-1.htm |
| EX-99.1 - EXHIBIT 99.1 - URS CORP /NEW/ | exhibit99-1.htm |
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D. C.
20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): June 30, 2010
URS
CORPORATION
(Exact
name of registrant as specified in its charter)
DELAWARE
(State or
other jurisdiction of incorporation)
|
1-7567
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94-1381538
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(Commission
File No.)
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(IRS
Employer Identification No.)
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600
Montgomery Street, 26th
Floor
San
Francisco, California 94111-2728
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (415) 774-2700
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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□
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
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1.01.
Entry into a Material Definitive
Agreement.
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On June
30, 2010, URS Corporation (“URS”) and Universe Bidco Limited, a wholly-owned
subsidiary of URS (“Bidco”), announced their revised recommended cash offer
pursuant to Rule 2.5 of the United Kingdom City Code on Takeovers and Mergers
(the “Revised Offer”) to acquire Scott Wilson Group plc. (“Scott Wilson”), a
U.K.-based infrastructure engineering and design
firm. Under the terms of the Revised Offer, Bidco will
offer to purchase all of the shares of Scott Wilson for approximately £223
million, or approximately $337 million (based on an exchange rate of 1.51 GBP
per 1 USD). Each shareholder of Scott Wilson may elect to receive £2.90 per
share in cash or, alternatively, to accept a revised loan note instrument (“Loan
Note Instrument”) for the same cash value, guaranteed by
URS. URS will finance the Revised Offer from its existing cash
resources. The Revised Offer was approved by both URS’ and Scott Wilson’s board
of directors.
On July
2, 2010, URS announced that Bidco purchased from CH2M
HILL Star Holdings the 9,656,277 shares that CH2M HILL
Star Holdings had previously bought in Scott Wilson, representing approximately
13.1% of the outstanding Scott Wilson shares.
Both
parties intend that the Revised Offer will be
structured as a court-sanctioned scheme of arrangement
(the “Scheme”) under Part 26 of the United Kingdom Companies Act 2006 (the “2006
Act”), including an associated capital reduction (the “Capital
Reduction”). The Offer will be subject to a number of customary terms
and conditions, including regulatory and other clearances, authorizations and
approvals, among them approval of the U.K. courts and regulators in various
jurisdictions as well as two separate approvals of the Scott Wilson
shareholders, described in more detail
in URS’ Current Report on Form 8-K filed with the SEC on June 29, 2010 (which
description is incorporated herein by reference). There can be
no assurance that these approvals, authorizations or clearances, or any of them,
will be obtained, that the other conditions to the Offer will be satisfied, that
the Offer will be accepted over any competing offers, that the acquisition will
be completed on these terms or at all or, if completed, that URS will realize
any of the anticipated benefits of the transaction.
The
foregoing description of the Revised Offer and the Loan Note Instrument is
qualified in its entirety by reference to the full text of the Revised Offer and
the Loan Note Instrument, which are filed as exhibits to this report and are
incorporated into this report by reference. The Revised Offer and the
Loan Note Instrument, which have been included to provide investors with
information regarding their respective terms, contain assurances and
confirmations of each of URS, Scott Wilson and Bidco, are not intended to
provide any other factual information about URS, Scott Wilson or Bidco. The
assertions embodied in those assurances and confirmations were made for purposes
of the various documents and are subject to qualifications and limitations
agreed to by the respective parties in connection with negotiating their
respective terms. In addition, certain assurances and confirmations were made as
of a specific date, may be subject to a contractual standard of materiality
different from the standard of what might be viewed as material to stockholders,
or may have been used for purposes of allocating risk between the respective
parties rather than establishing matters as facts. Accordingly, you should not
rely on the assurances and confirmations in these documents as characterizations
of the actual state of facts about URS, Scott Wilson or Bidco.
Item
7.01. Regulation FD Disclosure.
URS
issued a press release on June 30, 2010, announcing the terms of the Revised
Offer. A copy of the press release, entitled “URS Increases Offer to
290 Pence Per Share For Scott Wilson Group,” is furnished as Exhibit 99.1
to this Form 8-K pursuant to Item 7.01. Exhibit 99.1
attached hereto shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, nor shall they be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, irrespective of any general incorporation language.
Forward-Looking
Statements
Statements
contained herein that are not historical facts may constitute forward-looking
statements, including statements relating to the timing and satisfaction of any
conditions to completion of the acquisition, as well as other acquisition terms
and conditions. We believe that our expectations are reasonable and
are based on reasonable assumptions; however, we caution you against relying on
any of our forward-looking statements as such forward-looking statements by
their nature involve risks and uncertainties. A variety of factors, including
but not limited to the following, could cause the information and timing of
events set forth in the forward-looking statements, as well as our business and
financial results, to differ materially from those expressed or implied in our
forward-looking statements: the risk that Scott Wilson shareholders will not
approve the Scheme, the associated Capital Reduction and related matters; the
risk that the approval of the U.K. Courts and other required
regulatory approvals and clearances will not be obtained on a timely basis or at
all; the risk that there will be offers by other bidders that will ultimately be
deemed to be superior to the Offer by Bidco or be recommended by
the Scott Wilson directors in lieu of the Bidco Offer;
economic weakness and declines in client spending; changes in our book of
business; our compliance with government contract procurement regulations;
employee, agent or partner misconduct; our ability to procure government
contracts; liabilities for pending and future litigation; environmental
liabilities; availability of bonding and insurance; our reliance on government
appropriations; unilateral termination provisions in government contracts; our
ability to make accurate estimates and assumptions; our accounting policies;
workforce utilization; our and our partners' ability to bid on, win, perform and
renew contracts and projects; liquidated damages; our dependence on partners,
subcontractors and suppliers; customer payment defaults; our ability to recover
on claims; impact of target and fixed priced contract on earnings; the inherent
dangers at our project sites; impairment of our goodwill; the impact of changes
in laws and regulations; nuclear indemnifications and insurance; a decline in
defense spending; industry competition; our ability to attract and retain key
individuals; retirement plan obligations; our leveraged position and the ability
to service our debt; restrictive covenants in our credit agreement; risks
associated with international operations; business activities in high security
risk countries; third-party software risks; natural and man-made disaster risks;
our relationships with labor unions; our ability to protect our intellectual
property rights; anti-takeover risks and other factors discussed more fully in
our Form 10-Q for the period ended April 2, 2010 as well as in other reports
subsequently filed from time to time with the United States Securities and
Exchange Commission. The forward-looking statements represent our current
intentions as of the date on which they were made and we assume no obligation to
revise or update any forward-looking statements.
Important
Acquisition Information
The
transaction is proposed to be made by means of Scheme of Arrangement under the
U.K. City Code on Takeovers and Mergers. The Scheme is not subject to
the tender offer or proxy rules under the United States Securities Exchange Act
of 1934, as amended. Accordingly, the Scheme is subject to the
disclosure requirements, rules and practices applicable to schemes of under the
U.K. City Code, which differ from the requirements of the United States tender
offer and proxy rules.
No
Offer or Solicitation
This Form
8-K is not intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention of
applicable law.
Item 9.01. Financial
Statements and Exhibits.
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Exhibits
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Recommended
Increased Cash Offer for Scott Wilson by Universe Bidco Limited, dated as
of June 30, 2010.
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Form
of Universe Bidco Limited Loan Note Instrument constituting up to
£30,000,000 Floating Range Loan Notes 2015.
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Press
Release, dated June 30, 2010, entitled “URS Increases Offer To 290 Pence
Per Share For Scott Wilson Group.”
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Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, URS has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| URS CORPORATION | |||
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Dated:
July 7, 2010
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By:
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/s/ Reed N. Brimhall | |
| Reed N. Brimhall | |||
| Vice President, Controller and Chief Accounting Officer | |||
EXHIBIT
INDEX
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Description
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Exhibit
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||||||
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Recommended
Increased Cash Offer for Scott Wilson by Universe Bidco Limited, dated as
of June 30, 2010.
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||||||
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Form
of Universe Bidco Limited Loan Note Instrument constituting up to
£30,000,000 Floating Range Loan Notes 2015.
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Press
Release, dated June 30, 2010, entitled “URS Increases Offer to 290 Pence
Per Share For Scott Wilson Group.”
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