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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K





|x |  | Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
|- |  | ------------------------------------------------------------------------------------




For the fiscal year ended September 30, 2002





| ̈ |  | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- |  | ----------------------------------------------------------------------------------------




For the transition period from
 to





Commission File Number 333-82516





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AECOM MERGER CORPORATION


(Exact name of Registrant as specified in its charter)





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Delaware

75-2988014(State or other jurisdiction of

(I.R.S. Employerincorporation or organization)

Identification No.)





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555 South Flower Street, Suite 3700


Los Angeles, California 90071


(213) 593-8000


(Address of principal executive offices, including zip code and telephone number)





Securities registered pursuant to Section 12(b) of the Act: NONE





Securities registered pursuant to Section 12(g) of the Act: NONE





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes  x    No  ̈





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x





Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes  ̈ No  x





The aggregate market value of the voting stock held by non-affiliates of the registrant: Zero. All stock is held by affiliates.





Number of shares of common stock outstanding at December 20, 2002: 200





Documents incorporated by reference: None.





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AECOM MERGER CORPORATION


INDEX TO FORM 10-K





PagePart IItem 1.

Business

3Item 2.

Properties

3Item 3.

Legal Proceedings

3Item 4.

Submission of Matters to a Vote of Security Holders

3Part IIItem 5.

Market for Registrants Common Equity and Related Stockholder Matters

4Item 6.

Selected Financial Data

4Item 7.

Managements Discussion and Analysis of Financial Condition and Results of Operation

4Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

4Item 8.

Financial Statements and Supplementary Data

4Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

4Part IIIItem 10.

Directors and Executive Officers of the Registrant

5Item 11.

Executive Compensation

7Item 12.

Security Ownership of Certain Beneficial Owners and Management

7Item 13.

Certain Relationships and Related Transactions

7Item 14.

Controls and Procedures

8Part IVItem 15.

Exhibits, Financial Statement Schedules, And Reports on Form 8-K

9Signatures

10Certifications

12Supplemental Information

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Part I





Item 1.    Business





We were incorporated in Delaware on February 6,
2002 for the purpose of facilitating a merger between our wholly owned subsidiary, AECOM Merger Subsidiary Corporation, and AECOM Technology Corporation, with AECOM Technology Corporation being the surviving corporation. The purpose of the merger is
to facilitate AECOM Technology Corporation becoming a publicly traded company. AECOM Technology Corporation obtained approval for the merger from its stockholders on July 9, 2002 at a special stockholders meeting. The merger, however, will not
become effective until, and only if, we consummate an initial public offering of our common stock.





Upon the
effectiveness of the merger, all of the outstanding common stock and convertible preferred stock of AECOM Technology Corporation will be exchanged for our class A common stock and convertible preferred stock, respectively. Directly following the
merger, we plan to merge AECOM Technology Corporation with and into us. At that time, we plan to change our name to AECOM Technology Corporation. After the merger, we intend to offer shares of our class B common stock to the public.





We conducted no operations during the period from our formation through September 30, 2002.





Item 2.    Properties





We do not own or lease any property.





I
tem 3.    Legal Proceedings





We are not a party to any material
legal proceedings.





It
em 4.    Submission of Maters to a Vote of Security Holders





We did
not submit any matter to our security holders during the last quarter of this fiscal year.




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Part II





Item 5.    Market for Registrants Common Equity and Related Stockholder Matters





No established public trading market exists for our common stock. As of December 20, 2002, we had two stockholders. We have not paid or declared any dividends on our common stock.





On February 8, 2002, we sold 100 shares of our common stock, par value $.001 per share, to each of Richard G. Newman and Joseph A. Incaudo
for $200 in cash, or $1 per share. These shares of common stock were issued pursuant to an exemption from registration under Rule 504 of the Securities Act of 1933, as amended. The offering had net proceeds less than $1 million and we offered no
other securities within the 12 months before and during the offering of the common stock.





Item 6.    Selected Financial Data





The Company conducted no
operations during the period from its formation through September 30, 2002.





Item 7.    Managements Discussion and Analysis of Financial Condition and Results of Operation





The Company conducted no operations during the period from its formation through September 30, 2002.





Ite
m 7A.    Quantitative and Qualitative Disclosures About Market Risk





The Companys sole asset is $200 in cash and the Company conducted no operations during the period from its formation through September 30, 2002.





Ite
m 8.    Financial Statements and Supplementary Data





See Item 15(a)
of this report on Form 10-K.





Ite
m 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure





None




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Part    III





Item 10.    
Directors and Executive Officers of the Registrant





Name

Age

PositionRichard G. Newman

68

Chief Executive Officer, DirectorJoseph A. Incaudo

61

Executive Vice PresidentGlenn R. Robson

40

Chief Financial OfficerFrancis S.Y. Bong

60

DirectorH. Frederick Christie

69

DirectorJohn W. Downer

66

DirectorS. Malcolm Gillis

61

DirectorRobert J. Lowe

62

DirectorJoan A. Payden

70

DirectorWilliam P. Rutledge

60

Director





Richard G. Newman has been the Chief Executive Officer and
director of the Company since its formation. Mr. Newman has been a director and Chief Executive Officer of AECOM since May 1991. He served as a director of Ashland Technology Corporation, which became AECOM in April 1990, from February 1989, and was
appointed President in December 1998. Mr. Newman relinquished the office of President as of March 1, 2000 but retained the position of Chairman and Chief Executive Officer. Previously, he was President and Chief Operating Officer of Daniel Mann
Johnson & Mendenhall (DMJM) from October 1985 to December 1988 and a Corporate Vice President or Vice President of DMJM from 1977 to October 1985. Mr. Newman is also a director of Southwest Water Company, Sempra Energy Corporation
and 13 mutual funds under Capital Research and Management Company.





Joseph A. Incaudo has been Executive
Vice President of the Company since its formation. Mr. Incaudo was named Vice Chairman of AECOM in May 2002. Prior to his appointment as Vice Chairman, Mr. Incaudo served as Executive Vice President and Chief Financial Officer since December 1988.
He also served as Chief Administrative Officer from December 1995 to March 2000. From January 1986 to December 1988, Mr. Incaudo was Administrative Vice President, Chief Financial Officer and Treasurer of AECOM. Mr. Incaudo served as Administrative
Vice President, Treasurer and Chief Financial Officer of Ashland Professional and Technical Services Group from October 1985 to January 1986 and has served as Treasurer of DMJM since March 1983. Mr. Incaudo is a Certified Public Accountant and a
member of the American Institute of Certified Public Accountants.





Glenn R. Robsonjoined the Company and
AECOM in May 2002 as Senior Vice President and Chief Financial Officer. Prior to joining us, Mr. Robson worked at Morgan Stanley & Co. Incorporated for twelve years, serving most recently as a Managing Director in the Investment Banking
Division. Mr. Robson started his career as a business consultant for the consulting firm of McKinsey & Company.




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Francis S. Y. Bong has been a Director of the Company since its formation.
Mr. Bong was named to the Board of Directors of AECOM with the merger of AECOM and Guy Maunsell International Limited effective as of May 4, 2002. He serves as Chairman for our operations throughout Asia and Australia. Prior to the merger, Mr. Bong
was Chairman and Chief Executive of Maunsell Consultants Asia Holding Ltd. From 1997 to 2000 and he served as Managing Director of the same firm from 1987 to 1966. Mr. Bong started with Maunsell in 1975.





H. Frederick Christie has been a Director of the Company since its formation. Mr. Christie was named to the Board of Directors of
AECOM effective as of August 1, 1990. From 1987 until his retirement in 1989, Mr. Christie served as President and Chief Executive Officer of The Mission Group, where he was responsible for all the non-utility subsidiaries of SCEcorp., the parent
company of Southern California Edison Company. Mr. Christie served as President and Director of Southern California Edison Company from November 1984 until September 1987, after having previously served as Executive Vice President and Treasurer. He
is also a director of 19 mutual funds under Capital Research and Management Company, Valero LLP, IHOP Corp., Southwest Water Company and Ducommun Incorporated.





John W. Downer has been a Director of the Company since its formation. Mr. Downer was named to the Board of Directors of AECOM effective as of May 4, 2002. He serves as a special consultant to
AECOM with a focus on our global operations. Mr. Downer served as Group Chief Executive of Maunsell and its predecessor firms from 1989 to 1998, at which time he was appointed Chairman. Mr. Downer has held increasingly responsible officerships with
the Maunsell Group since he started with that firm in 1963 and was Managing Director in Asia from 1969 to 1998, during which time Maunsell grew to become the largest consulting engineering firm in Asia.





S. Malcolm Gillishas been a Director of the Company since its formation. Dr. Gillis was named to the Board of Directors of AECOM
effective as of January 20, 1998. Dr. Gillis has been President of Rice University since July 1993. Before assuming the presidency of Rice, Dr. Gillis served at Duke University from 1984 to 1993, where he served as Dean of the Faculty of Arts and
Sciences from 1991 to 1993, and Harvard University, where he did extensive teaching and consulting in the area of international economics from 1969 to 1984, with particular emphasis on Latin America and Asia, working with heads of state on economic
policy issues. Dr. Gillis serves as a Director of the Federal Reserve Bank of Dallas. Dr. Gillis also serves on the Boards of various educational and charitable organizations and government commissions and committees.





Robert J. Lowe has been a Director of the Company since its formation. Mr. Lowe was named to the Board of Directors of AECOM
effective as of February 18, 1993. Mr. Lowe is Chairman and Chief Executive Officer of Lowe Enterprises, Inc. and its affiliated companies. He was the principal founding shareholder in 1972 of the corporation that became Lowe Enterprises, Inc. Mr.
Lowe also serves on the board of Claremont McKenna College and on the boards of various charitable organizations and government commissions and committees.




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Joan A. Paydenhas been a Director of the Company since its formation. Ms.
Payden was named to the Board of Directors of AECOM effective as of February 18, 1997. Ms. Payden is President and Chief Executive Officer of Payden & Rygel, an investment advisory firm that focuses on the management of global institutional
assets for its clients. Ms. Payden founded the company in 1983 and she is currently the majority shareholder. Ms. Payden also serves on the Board of Directors of the Automobile Club of Southern California.





William P. Rutledge has been a Director of the Company since it formation. Mr. Rutledge was named to the Board of Directors of
AECOM effective November 29, 1998. Mr. Rutledge currently serves as Chairman of Communications & Power Industries of Palo Alto, California. Mr. Rutledge was President and Chief Executive Officer of Allegheny Teledyne, Inc. from August 1996 until
his retirement in 1997. Mr. Rugtledge also serves on the Board of Directors of First Federal Bank in Santa Monica, California, Computer Sciences Corporation in El Segundo, California and Sempra Energy Corporation, San Diego, California, and on the
Board of Trustees of Lafayette College, KCET Public Television, Saint Johns Health Center and the World Affairs Council of Los Angeles.





Item 11.    
Executive Compensation





The Company paid no reportable compensation to its executive
officers from the date of its formation through September 30, 2002.





Item 12.    
Security Ownership of Certain Beneficial Owners and Management





The following table
sets forth information regarding the beneficial ownership of all of our common stock as of December 20, 2002. We have not issued any options or other rights to purchase or convert into our common stock. Each stockholder has sole voting and
investment power with respect to the shares beneficially owned by such stockholder.





Number of shares of common
stock

Percentage of OwnershipRichard G. Newman

100 Shares

50
%Chief Executive Officer, Director555 S. Flower Street, Suite 3700Los Angeles, CA 90071Joseph A. Incaudo

100 Shares

50
%Executive Vice President555 S. Flower Street, Suite 3700Los Angeles, CA 90071





Item 13.    
Certain Relationships and Related Transactions





None.




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Item 14.    Controls and Procedures





In the ninety-day period
before the filing of this report, our chief executive officer and chief financial officer (the certifying officers) evaluated the effectiveness of our disclosure controls and procedures. These disclosure controls and procedures are
designed to ensure that the information required to be disclosed by us in our periodic reports filed with the Securities and Exchange Commission is recorded, processed, summarized and reported, within the time periods specified by the
Commissions rules and forms, and that information is communicated to the certifying officers on a timely basis.





The certifying officers concluded, based on their evaluations, that our disclosure controls and procedures are effective for us.





No significant changes in our internal controls or other factors were detected that could significantly affect our internal controls subsequent to the date when the internal controls were evaluated.




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Part IV





Item 15.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K





(a)





| | 1. |  | Financial Statements: Report of Independent Auditors and Consolidated Balance Sheet of AECOM Merger Corporation as of September 30, 2002 on pages F 1 and F-2
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------




| | 2. |  | Financial Statement Schedules: None.
| | -- |  | ------------------------------------




| | 3. |  | Exhibits: The exhibits included as part of this report are listed in the attached Exhibit Index, which is incorporated herein by reference.
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------




(b)  Reports on Form 8-K: None.




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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





AECOM MERGER CORPORATIONDate:  December 23, 2002



By:

/s/    RICHARD G. NEWMANRichard G. Newman Chief
Executive Officer





Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





Date:  December 23, 2002



By:

/s/    RICHARD G. NEWMANRichard G. Newman Chief
Executive Officer and Director








Date:  December 23, 2002



By:

/s/    GLENN R. ROBSONGlenn R. Robson Chief
Financial Officer








Date:  December 23, 2002



By:

/s/    DENNIS W. TONSDennis W. Tons Controller








Date:  December 22, 2002



By:

/s/    FRANCIS S. Y.
BONGFrancis S. Y. Bong Director








Date:  December 22, 2002



By:

/s/    H. FREDERICK
CHRISTIEH. Frederick Christie Director




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Date:  December     , 2002



By:John W. Downer Director








Date:  December 23, 2002



By:

/s/    S. MALCOLM
GILLISS. Malcolm Gillis Director








Date:  December 23, 2002



By:

/s/    ROBERT J.
LOWERobert J. Lowe Director








Date:  December     , 2002



By:Joan A. Payden Director








Date:  December 20, 2002



By:

/s/    WILLIAM P.
RUTLEDGEWilliam P. Rutledge Director




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CERTIFICATION





I, Richard G. Newman, certify that:





1. I have reviewed this annual report on Form 10-K of AECOM Merger Corporation;





2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;





3. Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;





4. The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:





a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;





b) evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the Evaluation Date); and





c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;





5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the equivalent functions):





a) all
significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any
material weaknesses in internal controls; and





b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal controls; and





6. The registrants other certifying
officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material weaknesses.





Date:
December 23, 2002





/s/    RICHARD G.
NEWMANRichard G. Newman Chief
Executive Officer and Director




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CERTIFICATION





I, Glenn R. Robson, certify that:





1. I have reviewed this annual report on Form 10-K of
AECOM Merger Corporation;





2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;





3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;





4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:





a) designed such disclosure controls and procedures to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;





b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the
Evaluation Date); and





c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the Evaluation Date;





5. The registrants other certifying
officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):





a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability
to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and





b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and





6. The registrants other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.





Date: December 23, 2002





/s/    GLENN R.
ROBSONGlenn R. Robson Chief
Financial Officer




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SU
PPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURUSANT TO SECTION 12 OF THE ACT





AECOM Merger Corporation has not, and does not intend to, send an annual report covering the last fiscal year or proxy material to
security holders.




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REPORT OF INDEPENDENT AUDITORS





Board of Directors


AECOM Merger Corporation





We have audited the accompanying consolidated balance sheet of AECOM Merger Corporation as of September 30, 2002. This financial statement
is the responsibility of the Companys management. Our responsibility is to express an opinion on this financial statement based on our audit.





We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the balance sheet is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.





In our opinion, the consolidated balance sheet referred to above presents fairly, in all material respects, the consolidated financial position of AECOM Merger Corporation
at September 30, 2002 in conformity with accounting principles generally accepted in the United States.





/s/    ERNST & YOUNG LLP





Los Angeles, California


December 17, 2002




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AECOM MERGER CORPORATION





CONSOLIDATED BALANCE SHEET





September 30, 2002





AssetsCash

$
200Shareholders EquityCommon Stock, $.001 par value, authorized 1,000 shares, issued and outstanding 200 shares

$
Additional paid in capital


200$
200





| | 1. |  | Organization and PurposeAECOM Merger Corporation (the Company) was incorporated in Delaware on February 6, 2002 for the purpose of facilitating a
merger between the Companys wholly owned subsidiary, AECOM Merger Subsidiary Corporation (Subsidiary), and AECOM Technology Corporation (AECOM), a related company. Subject to the approval of the stockholders of AECOM (for which said approval
has been obtained) and an initial public offering by the Company, Subsidiary will merge with AECOM and all of the outstanding common stock and convertible preferred stock of AECOM will be exchanged for new class A common stock and convertible
preferred stock of the Company. The Company conducted no operations during the period from its formation through September 30, 2002.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | 2. |  | Shareholders EquityThe Company is authorized to issue 1,000 shares of $0.001 par value common stock. Officers of AECOM have acquired 200
shares in exchange for $200.
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | 3. |  | Basis of ConsolidationThe consolidated balance sheet includes the accounts of the Company and the Companys wholly-owned subsidiary. All
intercompany accounts have been eliminated in consolidation.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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EXHIBIT INDEX





Certain of the following exhibits have been previously filed with the Securities and Exchange Commission pursuant to the requirements of the Securities Act of 1933 and the
Securities Exchange Act of 1934. Such exhibits are identified by the parenthetical references following the listing of each such exhibit and are incorporated herein by reference. The Companys Commission file number is 333-82516.





Exhibit No.

Description of Document2.1.1

Agreement and Plan of Merger among AECOM Technology Corporation, AECOM Merger Corporation and AECOM Merger Subsidiary
Corporation (1)3.1

Certificate of Incorporation of AECOM Merger Corporation (1)3.2

Bylaws of AECOM Merger Corporation (1)4.1

Form of Stock Certificate for Class B Common Stock (1)4.2

Form of Stock Certificate for Class A-1, Class A-2 and Class A-3 Common Stock (1)4.3

Form of Stock Certificate for Convertible Preferred Stock (1)4.4

Agreement regarding long-term debt instruments (1)21.1

Subsidiary of AECOM Merger Corporation (1)


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|(1) |  | Incorporated by reference herein from our Registration Statement on Form S-4 (No. 333-82516)
|--- |  | --------------------------------------------------------------------------------------------