EXHIBIT 6
[LETTERHEAD]
PRIVATE AND CONFIDENTIAL
May 5, 1999
The Board of Directors
Dames & Xxxxx Group
000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Members of the Board of Directors:
We understand that Dames & Xxxxx Group, a Delaware corporation (the
"Company"), URS Corporation, a Delaware corporation ("URS"), and Demeter
Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary
of URS ("Subsidiary"), propose to enter into an Agreement and Plan of Merger
(the "Agreement") providing, upon the terms and subject to the conditions set
forth therein, for (i) Subsidiary to commence a tender offer (the "Offer") to
purchase all the outstanding shares (the "Shares") of common stock, par value
$0.01 per Share, of the Company (the "Company Common Stock") at a purchase
price of $16.00 per Share, net to the seller in cash (the "Consideration"),
and (ii) the subsequent merger (the "Merger" and, together with the Offer, the
"Transaction") of Subsidiary with and into the Company, pursuant to which each
outstanding Share not previously tendered, other than Shares owned by URS, any
subsidiary of URS, the Company or Shares held by Dissenting Stockholders (as
defined in the Agreement), shall be converted into the right to receive the
Consideration.
You have requested our opinion as to the fairness from a financial point of
view of the Consideration to be received by the holders of Company Common
Stock pursuant to the Transaction.
In conducting our analysis and arriving at the opinion expressed herein, we
have reviewed such materials and considered such financial and other factors
as we deemed relevant under the circumstances, including:
(i) a draft, dated May 2, 1999, of the Agreement;
(ii) certain publicly available historical, financial and operating data for
the Company including, but not limited to, (a) the Annual Report to
shareholders and Annual Report on Form 10-K for the fiscal year ended
March 27, 1998, (b) the Quarterly Report on Form 10-Q for the fiscal
quarter ended December 25, 1998, (c) the Report on Forms 8-K and 8-K/A,
in connection with the Company's acquisition of Radian International
LLC, as filed with the Securities and Exchange Commission on August 14,
1998 and October 9, 1998, respectively, and (d) the Proxy Statement
relating to the annual meeting of shareholders held on June 23, 1998;
(iii) historical stock market prices and trading volumes for the Company
Common Stock;
(iv) certain information relating to the Company, including a draft income
statement and balance sheet for the 1999 fiscal year prepared by the
management of the Company, and projected balance sheet, income statement
and cash flow data for the 2000 fiscal year, prepared by the management
of the Company;
(v) publicly available financial, operating and stock market data concerning
certain companies engaged in businesses that we deemed comparable to the
Company or otherwise relevant to our inquiry;
(vi) the financial terms of certain recent transactions that we deemed
relevant to our inquiry; and
(vii) such other financial studies, analyses and investigations that we deemed
relevant to our inquiry.
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We have assumed, with your consent, that the draft of the Agreement we
reviewed will conform in all material respects to the Agreement when in final
form.
We have met with the senior management of the Company to discuss (i) the
past and current operating and financial condition of the Company, (ii) the
prospects for the Company, (iii) their estimates of the Company's future
financial performance, and (iv) such other matters we deemed relevant.
In connection with our review and analysis and in arriving at our opinion,
we have relied upon the accuracy and completeness of the financial and other
information provided to us by the Company and have not undertaken any
independent verification of such information or any independent valuation or
appraisal of any of the assets or liabilities of the Company nor has any such
valuations or appraisals been provided to us. With respect to certain
financial forecasts provided to us by the Company, we have assumed that such
information (and the assumptions and bases therefor) has been reasonably
prepared and represents the Company's best currently available estimate as to
the future financial performance of the Company. Further, our opinion is
necessarily based on economic, financial and market conditions as they exist
and can only be evaluated as of the date hereof.
In connection with the preparation of this opinion, we have not been
authorized by the Company or its Board of Directors to solicit, nor have we
solicited, third party indications of interest for the acquisition of all or
part of the Company.
Our opinion does not address nor should it be construed to address the
relative merits of the Transaction or alternative business strategies that may
be available to the Company.
As you know, we have been retained by the Board of Directors of the Company
to render this opinion and to serve as the Company's financial advisor in
connection with the Transaction and will receive a fee from the Company for
such services, a portion of which fee is contingent upon consummation of the
Transaction. In the ordinary course of business we may actively trade the
Shares of Company Common Stock for our own account and for the accounts of
customers and, accordingly, may at any time hold a long or short position in
such securities.
This letter and the opinion expressed herein are for the use and benefit of
the Board of Directors of the Company. This opinion does not constitute a
recommendation to the shareholders of the Company as to whether such
shareholders should tender their Shares in the Offer or how such shareholders
should vote in connection with the Merger or as to any other action such
shareholders should take regarding the Transaction. This opinion may not be
reproduced, summarized, excerpted from or otherwise publicly referred to or
disclosed in any manner without our prior written consent; except that the
Company may include this opinion in its entirety in any materials relating to
the Offer or Merger sent to the Company's shareholders and filed with the
Securities and Exchange Commission.
Based upon and subject to the foregoing, we are of the opinion that, as of
the date hereof, the Consideration to be received by the holders of Company
Common Stock pursuant to the Transaction is fair from a financial point of
view.
Very truly yours,
Prudential Securities Incorporated
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