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Greiner Engineering SECURITIES AND EXCHANGE COMMISSION FORM PREM14A Preliminary proxy statement relating to a merger, acquisition, or disposition Filing Date: 1996-01-26 | Period of Report: 1996-03-01 SEC Accession No. 0000950134-96-000201 (HTML Version on secdatabase.com) FILER GREINER ENGINEERING INC Mailing Address Business Address 909 E LAS COLINAS BLVD 909 E LAS COLINAS BLVD CIK:40956| IRS No.: 951799320 | State of Incorp.:NV | Fiscal Year End: 1231 SUITE 1900 STE 1900 Type: PREM14A | Act: 34 | File No.: 001-06082 | Film No.: 96507664 IRVING TX 75039 IRVING TX 75039 SIC: 8711 Engineering services 2148691001 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant X Filed by a Party other than the Registrant [ ] Check the appropriate box: X Preliminary Proxy Statement [ ] Definitive Proxy Statement GREINER ENGINEERING, INC. -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) BOARD OF DIRECTORS OF GREINER ENGINEERING, INC. -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). X Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: Greiner Engineering, Inc. common stock, par value $.50 per share -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transactions applies: 4,704,642 shares of Greiner Engineering, Inc. common stock -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:(1) $13.50 cash plus the fair market value 0.298 shares of URS Corporation common stock, $.01 per share, based on the closing price of URS common stock on January 22,1996 per Exchange Act Rule 0-11(4) -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: $72,612,667 -------------------------------------------------------------------------------- (5) Total Fee Paid: $14,523 -------------------------------------------------------------------------------- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No: -------------------------------------------------------------------------------- (3) Filing Party: -------------------------------------------------------------------------------- (4) Date Filed: Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document -------------------------------------------------------------------------------- __________________________________ (1) Set forth the amount on which the filing fee is calculated and state how it was determined. 2 [LOGO] GREINER ENGINEERING, INC. 909 EAST LAS COLINAS BOULEVARD SUITE 1900 IRVING, TEXAS 75039 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF GREINER ENGINEERING, INC. TO BE HELD MARCH ___, 1996 To the Stockholders of Greiner Engineering, Inc.: NOTICE is hereby given that the Annual Meeting of the Stockholders of Greiner Engineering, Inc., a Nevada corporation ("Greiner"), will be held at the Doubletree Hotel at Park West, 1590 LBJ Freeway, Dallas, Texas 75234, at 11:00 a.m. local time on [__________, March ___, 1996], for the following purposes: (1) To consider and vote on a proposal to approve and adopt a merger pursuant to which, among other things, (a) a wholly-owned subsidiary of URS Corporation will be merged with and into Greiner (the "Merger"), which will result in Greiner becoming a wholly-owned subsidiary of URS Corporation ("URS"), and (b) each stockholder of Greiner will receive for each share of Greiner Common Stock owned as of the Effective Time of the Merger $13.50 in cash plus 0.298 shares of URS Common Stock. Details of the Merger are set forth in the accompanying Proxy Statement / Prospectus, which you should read carefully; (2) To elect a Board of Directors to hold office until the next annual meeting and until their successors are elected, if for any reason the Merger is not consummated; and (3) To transact such other business as may be properly brought before the meeting. The record date for the determination of stockholders entitled to notice of and to vote at the meeting is February ___, 1996. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE MEETING. By Order of the Board of Directors MELISSA K. HOLDER Corporate Secretary February ___, 1996 WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE SIGN AND RETURN THE ACCOMPANYING PROXY WITHOUT DELAY IN THE ENCLOSED POSTAGE PREPAID ENVELOPE. THE PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE MEETING. i 3 PROXY STATEMENT / PROSPECTUS GENERAL INFORMATION This Proxy Statement / Prospectus is furnished (1) in connection with the solicitation by Greiner of proxies to be voted at the Annual Meeting of Stockholders of Greiner (the "Greiner Meeting") to be held on [_________, March __, 1996] at the Doubletree Hotel at Park West, 1590 LBJ Freeway, Dallas, Texas 75234, at 11:00 a.m., local time, with respect to (a) the Merger of URS Acquisition Corporation, a Nevada corporation and wholly-owned subsidiary of URS, with and into Greiner pursuant to the terms and conditions of that certain Agreement and Plan of Merger among Greiner, URS and URS Acquisition Corporation (the "Merger Agreement"), dated January 10, 1996, and (b) the election of directors of Greiner to serve if the Merger is not consummated for any reason, and (2) as the Prospectus of URS covering the issuance of shares of URS common Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document stock, par value $.01 per share ("URS Common Stock"), to the stockholders of Greiner pursuant to the Merger. All information herein with respect to URS has been furnished by URS, and all information herein with respect to Greiner has been furnished by Greiner. Capitalized terms not otherwise defined herein have the meanings assigned to such terms in the Merger Agreement. As a result of the Merger, Greiner will become a wholly-owned subsidiary of URS. Each share of Greiner common stock, par value $.50 per share ("Greiner Common Stock"), issued and outstanding immediately prior to the Effective Time of the Merger (as defined in the Merger Agreement) will be converted into the right to receive $13.50 in cash plus 0.298 shares of URS Common Stock, representing an aggregate amount of approximately $64,000,000 and approximately 1,400,000 shares of URS Common Stock. The consideration to be delivered in the Merger is referred to herein as the "Merger Consideration." The closing of the Merger will occur promptly after the satisfaction of the conditions precedent contained in the Merger Agreement. All options outstanding at the Effective Time of the Merger that were issued under the 1981 Stock Option Plan of Greiner or under the 1991 Stock Option Plan of Greiner (collectively, the "Greiner Options") will be cancelled; provided, however, that the holders of Greiner Options will be entitled to receive a cash payment equal to the excess, if any, between the value of the per share Merger Consideration, based on the closing price per share of URS Common Stock as quoted in The Wall Street Journal on the trading day immediately preceding the Closing Date, over the exercise price of the option. See "The Merger - The Merger Agreement"; "The Merger - Merger Consideration;" "The Merger - Effective Time of the Merger." As a result of the Merger, former stockholders of Greiner will hold approximately 16% of the issued and outstanding shares of URS Common Stock. SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN MATTERS WHICH SHOULD BE CONSIDERED BY THE STOCKHOLDERS OF GREINER WITH RESPECT TO THE MERGER. This Proxy Statement / Prospectus and the accompanying form of proxy are first being mailed to stockholders of Greiner on or about February __, 1996. ___________________________________ NEITHER THE MERGER NOR THE SECURITIES OF URS TO BE ISSUED IN CONNECTION WITH THE MERGER HAVE BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT / PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ___________________________________ The date of this Proxy Statement / Prospectus is February __, 1996. ii 4 AVAILABLE INFORMATION URS and Greiner are subject to the informational
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