Dames & Moore Bought by URS Corporation

SAN FRANCISCO (BUSINESS WIRE) - 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it has accepted for payment all of the shares of common stock of Dames & Moore Group (NYSE:DM) validly tendered and not withdrawn under the tender offer commenced on May 11, 1999.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.

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.

Contact: URS Corporation, San Francisco Kent P. Ainsworth Executive Vice President & Chief Financial Officer 415/774-2700 or Sard Verbinnen & Co., New York Andrew Merrill/Kim Polan 212/687-8080