EXHIBIT 4
[DAMES & XXXXX GROUP LOGO]
May 11, 1999
Dear Stockholder:
We are pleased to inform you that on May 5, 1999, Dames & Xxxxx Group (the
"Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with URS Corporation ("URS") and its subsidiary, Demeter
Acquisition Corporation (the "Purchaser"), which provides for the acquisition
of the Company by URS. Under the terms of the Merger Agreement, the Purchaser
today commenced a tender offer (the "Offer") to purchase all of the Company's
outstanding shares of common stock (and together with the associated preferred
stock purchase rights, the "Shares") at a price of $16.00 per share in cash.
Following the successful completion of the Offer, the Purchaser will be
merged with the Company (the "Merger"), and all shares of common stock not
purchased in the Offer will receive in the Merger the same $16.00 per share in
cash. The Offer is conditioned upon, among other things, there having been
validly tendered and not withdrawn on or prior to the expiration date of the
Offer at least a majority of the Shares then outstanding on a fully diluted
basis. The Offer is also subject to customary closing conditions, including (i)
the expiration or termination of any applicable waiting periods imposed by the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and
(ii) conditions to the financing commitments obtained by URS.
The Company's Board of Directors has unanimously approved and found advisable
the Merger Agreement, the Offer, and the Merger and determined that the terms
of the Offer and the Merger are fair to, and in the best interests of, the
Company and its stockholders. Accordingly, the Board of Directors recommends
that you accept the Offer and tender all of your shares of common stock
pursuant to the Offer.
In arriving at its recommendation, the Company's Board of Directors gave
careful consideration to a number of factors which are described in the
enclosed Schedule 14D-9, including the opinion of the Company's financial
advisor, Prudential Securities Incorporated, (a copy of which is included with
the Schedule 14D-9) to the effect that, as of the date of such opinion, the
consideration to be received by the holders of the Company's stock in the Offer
and the Merger is fair to such stockholders from a financial point of view.
Additional information with respect to the Offer and the Merger is contained
in the enclosed Schedule 14D-9, and we urge you to consider this information
carefully.
On behalf of the management and directors of the Company, we thank you for
the support you have given the Company.
Sincerely yours,
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Chairman, Chief Executive Officer
and President
