<PAGE>
As filed with the Securities and Exchange Commission on August 11, 1994
File No. 33-_______________
________________________________________________________________________
________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
JACOBS ENGINEERING GROUP INC.
(Exact name of issuer as specified in its charter)
Delaware 95-4081636
(State or Other Jurisdiction (I.R.S. Employer ID No.)
of Incorporation or
Organization)
251 South Lake Avenue
Pasadena, California 91101
(818) 449-2171
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
____________________
John W. Prosser, Jr.
Senior Vice President,
Finance and Administration and Treasurer
Jacobs Engineering Group Inc.
251 South Lake Avenue
Pasadena, California 91101
(818) 449-2171
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
COPIES OF COMMUNICATIONS TO:
David F. Morgan
Barton, Klugman & Oetting
333 South Grand Avenue, 37th Floor
Los Angeles, California 90071-1599
(213) 621-4000
Approximate date of commencement of proposed sale to public: As soon as
practicable after the registration statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box [ ]
<PAGE>
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following
box [X]
CALCULATION OF REGISTRATION FEE
________________________________________________________________________
________________________________________________________________________
Proposed
Maximum
Amount Aggregate Amount of
Title of Securities Being Offering Registration
Being Registered Registered Price* Fee*
________________________________________________________________________
Common Stock, $1.00 par
value 8,000 shares $176,000 $100.00
________________________________________________________________________
________________________________________________________________________
* Computed pursuant to Rule 457(c) on the basis of the average of the
high and low prices reported in the New York Stock Exchange composite
transactions report for August 8, 1994, which was $22.625.
________________________________________________________________________
________________________________________________________________________
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a) may determine.
2
<PAGE>
SUBJECT TO COMPLETION; DATED August 10, 1994
PROSPECTUS
8,000 Shares
JACOBS ENGINEERING GROUP INC.
Common Stock
--------------------------
THESE SECURITIES HAVE NOT 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 PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------------
This Prospectus relates to 8,000 shares of common stock, $1.00
par value (the "Common Stock"), of Jacobs Engineering Group Inc. (the
"Company") that may be offered by the selling shareholders (the
"Selling Shareholders") named herein on the New York Stock Exchange,
on which exchange the Common Stock is listed, on any other stock
exchange on which the Common Stock has been admitted to trading
privileges, in the over-the-counter market or otherwise, in
negotiated transactions or otherwise, at market prices prevailing at
the time of sale or at prices otherwise negotiated. See "The
Offering" herein. The Company will receive none of the proceeds from
the sale of the Common Stock offered hereby.
On August 8, 1994, the closing price of the Common Stock on the
New York Exchange was $22.625.
No person has been authorized to give any information or to
make any representations other than contained in this Prospectus
and, if given or made, such information or representations must not
be relied upon as having been authorized. This Prospectus does not
constitute an offer or solicitation of an offer to buy any of the
securities in any state or other jurisdiction to any person to whom
it is unlawful to make such offer or solicitation in such state or
other jurisdiction.
--------------------------
The date of this Prospectus is August 10, 1994
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934 (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information
can be inspected and copied at the public reference facilities
maintained by the Commission at the following locations: Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549 and the Commission's
regional offices at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 75 Park Place, 14th Floor, New York, New York
10007. Copies of such materials can also be obtained from the public
reference section of the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates and can also be
inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10006.
The Company has filed with the Commission a Registration
Statement under the Securities Act of 1933, as amended (the
"Securities Act"), for the registration of the shares of Common
Stock to which this Prospectus relates. This Prospectus omits
certain information contained in the Registration Statement and
reference is hereby made to the Registration Statement and exhibits
and schedules thereto and incorporated by reference therein for
further information with respect to the Company and the shares of
Common Stock to which this Prospectus relates. Statements herein
contained concerning the provisions of any document are not
necessarily complete, and in each instance reference is hereby made
to the copy of such document filed or incorporated by reference as
an exhibit to the Registration Statement. Each such statement is
qualified in its entirety by such reference. Items of information
omitted from this Prospectus but contained in the Registration
Statement may be obtained from the Commission upon payment of the
fee prescribed by the rules and regulations of the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission (File No. 1-7463) pursuant to the Exchange Act are hereby
incorporated by reference in this Prospectus:
(1) The Annual Report of the Company on Form 10-K for the
fiscal year ended September 30, 1993;
(2) The Quarterly Report of the Company on Form 10-Q for
the quarter ended June 30, 1994;
(3) The description of the Common Stock of the Company
contained in its Registration Statement on Form 8-A dated
November 16, 1989; and
2
<PAGE>
(4) The description of the Stock Purchase Rights of the
Company contained in its Registration Statement on Form 8-A
dated December 21, 1990.
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the date of this Prospectus and prior to the
filing of a post-effective amendment that indicates that all
securities offered hereunder have been sold or that deregisters all
securities then remaining unsold shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of the Prospectus to the extent
that a statement contained in any other subsequently filed document
modifies or replaces such statement. Any such statement so modified
or superseded cannot be deemed to constitute a part of the
Prospectus, except as so modified or superseded.
The Company will provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is
delivered, upon the written or oral request of such person, a copy of
any or all of the documents incorporated herein by reference
(excluding exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents). Requests
for copies should be directed to John W. Prosser, Jr., Senior Vice
President, Finance and Administration and Treasurer, Jacobs
Engineering Group Inc., 251 South Lake Avenue, Pasadena, California
91101, telephone 818-449-2171.
THE COMPANY
Jacobs Engineering Group Inc. is in the business of
providing engineering, design and consulting services, construction
and construction management and process plant maintenance to both the
private sector and federal, state, and local agencies.
The Company is a Delaware corporation. The Company was
incorporated in 1957 as successor to a business organized by Dr.
Joseph J. Jacobs in 1947. The Company reincorporated in Delaware on
March 4, 1987. The Common Stock of the Company has been publicly
held since 1970 and has been listed on the New York Stock Exchange
since December 15, 1989. As used herein, the "Company" and "Jacobs"
refer to Jacobs Engineering Group Inc. and its subsidiaries and
predecessor corporations.
The executive offices of the Company are located at 251
South Lake Avenue, Pasadena, California 91101, telephone 818-449-
2171.
3
<PAGE>
THE OFFERING
The following table identifies each Selling Shareholder,
the number of shares of Common Stock beneficially owned by such
Selling Shareholder, the number of shares offered hereby for the
account of such Selling Shareholder and the number of shares that
such Selling Shareholder will own beneficially after this offering:
<TABLE>
<CAPTION>
Name of Selling Shares
Shareholder Beneficially Shares to be
and Position Owned Shares Beneficially
Held with the Prior to to be Owned After
Company Offering(1) Sold(2) Offering (3)
- -------------- ------------ ------- -------------
<S> <C> <C> <C>
John K. Henderson, 172,516 4,623 167,893
Principal, Jacobs/Sigel
division of the Company
G. William Leishear, 95,035 2,403 92,632
Principal, Jacobs/Sigel
division of the Company
Robert W. Nusbickel, 26,849 974 25,875
formerly Senior Vice
President of The Sigel
Group, P.C.
------- ----- -------
294,400 8,000 286,400
======= ===== =======
</TABLE>
________________________
(1) Includes 17,338, 9,010 and 3,652 shares held for the benefit
of Messrs. Henderson, Leishear and Nusbickel, respectively, by
Ramon R. Obod as agent for the Selling Shareholders. Also
includes 7,725 and 7,725 shares held for the benefit of
Messrs. Henderson and Leishear, respectively, by L & H Holding
Corp; Messrs. Henderson and Leishear each hold beneficially
and of record 50% of the issued and outstanding equity
securities of L & H Holding Corp.
(2) All of the shares to be sold are held for the benefit of
Messrs. Henderson, Leishear and Nusbickel by Ramon R. Obod as
agent for the Selling Shareholders.
(3) Includes 12,714, 6,608 and 2,678 shares held for the benefit
of Messrs. Henderson, Leishear and Nusbickel, respectively, by
Ramon R. Obod as agent for the Selling Shareholders and 7,725
and 7,725 shares held for the benefit of Messrs. Henderson and
Leishear, respectively, by L & H Liquidating Corp.
4
<PAGE>
The Selling Shareholders may sell the Common Stock being
offered hereby from time to time in transactions on the New York
Stock Exchange, on any other stock exchange on which such Common
Stock has been admitted to trading privileges, in the over-the-
counter market or otherwise, in negotiated transactions or other-
wise, at market prices prevailing at the time of sale or at prices
otherwise negotiated. The Common Stock may also be sold by the
Selling Shareholders in special offerings, exchange distributions
or secondary distributions pursuant to and in compliance with the
governing rules of the appropriate national securities exchange.
Sales of Common Stock hereunder may be made from time to
time by or through broker-dealers in any type of transaction in
which such Common Stock can be sold by the Selling Shareholders as
noted above. Brokers in such transactions will, depending upon the
type of transaction, be entitled to receive commissions on their
sales of the Common Stock or a discount or concession from the
public offering price with respect thereto.
By agreement with the Company the Selling Shareholders
have agreed to effect such sales on or before 30 days after the
date hereof, if at all. All expenses of the offering, except
brokerage commissions and legal fees and expenses, if any, of
counsel for the Selling Shareholders, will be paid by the Company.
In connection with sales to be effected hereby, the
Selling Shareholders and brokers participating therein may be
deemed to be "underwriters" within the meaning of Section 2(11) of
the Securities Act of 1933. The Company has agreed to indemnify
the Selling Shareholders against certain liabilities, including
liabilities arising under the Securities Act, and the Selling
Shareholders have agreed to indemnify the Company, its directors,
each of its officers who has signed the Registration Statement of
which this Prospectus is a part, and each person who controls the
Company, against certain liabilities, including liabilities arising
under the Securities Act. See, also, "Disclosure of Commission
Position on Indemnification for Securities Act Liabilities", below.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 145 of the General Corporation Law of Delaware, the
state of incorporation of the Company, the Bylaws of the Company
and certain agreements between the Company and certain officers and
directors of the Company and its subsidiaries provide for the
indemnification of directors and officers under certain
circumstances from certain liabilities, including liabilities
arising under the Securities Act of 1933. The Company has a policy
of directors' and officers' liability insurance that insures
directors and officers against the cost of defense, settlement or
payment of claims and judgments under certain circumstances.
5
<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable.
EXPERTS
The consolidated financial statements of Jacobs Engineering
Group Inc. incorporated by reference in the Company's Annual Report
(Form 10-K) for the year ended September 30, 1993, have been
audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
LEGAL OPINIONS
The legality of the Common Stock offered hereunder will be
passed upon by Messrs. Barton, Klugman & Oetting, 333 South Grand
Avenue, 37th Floor, Los Angeles, California 90071. Robert M.
Barton, whose professional corporation is a partner in said firm,
is Secretary and a director of the Company.
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
-------------------------------------------
The following table sets forth the estimated expenses to be
paid by the Company in connection with the offering described in this
Registration Statement.
Registration Fee Under Securities Act of 1933....... $ 100
Accounting Fees and Expenses........................ 3,000
Legal Fees and Expenses............................. 2,000
Miscellaneous....................................... 900
-------
Total.......................................... $ 6,000
=======
Item 15. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware General Corporation Law, the
state of incorporation of the Company, the Bylaws of the Company and
certain agreements between the Company and certain officers and
directors of the Company and of certain of its subsidiaries provide
for the indemnification of directors and officers under certain cir-
cumstances from certain liabilities, including liabilities arising
under the Securities Act of 1933. The Company has a policy of
directors' and officers' liability insurance which insures directors
and officers against the cost of defense, settlement or payment of
claims and judgments under certain circumstances.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions,
the Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy
as expressed in the Act and is therefore unenforceable.
Item 16. Exhibits
--------
4.1 Certificate of Incorporation of the Company, as amended.
Filed as Exhibit 3.1 to the Annual Report on Form 10-K of the
Company for its fiscal year ended September 30, 1993 and
incorporated herein by reference.
4.2 Bylaws of the Company, as amended. Filed as Exhibit 3.2 to
the Annual Report on Form 10-K of the Company for its fiscal
year ended September 30, 1992 and incorporated herein by
reference.
4.3 Rights Agreement dated as of December 20, 1990 between the
Company and First Interstate Bank, Ltd. Filed as Exhibit (1)
II-1
<PAGE>
to the Company's Current Report on Form 8-K dated December 20,
1990 and incorporated herein by reference.
*5 Opinion of Barton, Klugman & Oetting, incorporating their
consent.
*23.1 Consent of Ernst & Young LLP, independent auditors.
*23.2 Consent of Barton, Klugman & Oetting. Incorporated in Exhibit
5.
24 Power of Attorney. See "Signatures."
__________
* Filed with this Registration Statement
Item 17. Undertakings
------------
The undersigned Registrant hereby undertakes:
(1) To file during any period in which offers or sales are
being made, a post-effective amendment to this regis-
tration statement to include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement.
(2) That, for purposes of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration
statement shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
(5) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pasadena, State
of California on the 10th day of August, 1994.
JACOBS ENGINEERING GROUP INC.
By: /s/ NOEL G. WATSON
----------------------------------
(Noel G. Watson)
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under "SIGNATURES" constitutes and appoints Joseph J.
Jacobs, Noel G. Watson and John W. Prosser, Jr., his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments to
this registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, each acting alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
NOEL G. WATSON Director and Principal August 10, 1994
- ------------------- Executive Officer
(Noel G. Watson)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
JOSEPH J. JACOBS Director August 10, 1994
- ----------------------
(Joseph J. Jacobs)
JOSEPH F. ALIBRANDI Director August 10, 1994
- ----------------------
(Joseph F. Alibrandi)
ROBERT M. BARTON Director August 10, 1994
- ----------------------
(Robert M. Barton)
PETER H. DAILEY Director August 10, 1994
- ----------------------
(Peter H. Dailey)
LINDA K. JACOBS Director August 10, 1994
- ----------------------
(Linda K. Jacobs)
J. CLAYBURN LAFORCE Director August 10, 1994
- ----------------------
(J. Clayburn LaForce)
DAVID M. PETRONE Director August 10, 1994
- ----------------------
(David M. Petrone)
JAMES L. RAINEY Director August 10, 1994
- ----------------------
(James L. Rainey)
J. W. SIMMONS Director August 10, 1994
- ----------------------
(J. W. Simmons)
JOHN W. PROSSER, JR. Principal Financial August 10, 1994
- ----------------------- Officer
(John W. Prosser, Jr.)
NAZIM G. THAWERBHOY Principal Accounting August 10, 1994
- ----------------------- Officer
(Nazim G. Thawerbhoy)
</TABLE>
II-5
<PAGE>
EXHIBIT 5
BARTON, KLUGMAN & OETTING
333 South Grand Avenue, 37th Floor
Los Angeles, California 90071-1599
Telephone: 213 621-4000
Telecopier: 213 625-1832
August 10, 1994
Jacobs Engineering Group Inc.
251 South Lake Avenue
Pasadena, CA 91101
Dear Sirs:
At your request we have examined the Registration
Statement on Form S-3 that you propose to file with the
Securities and Exchange Commission on August 10, 1994 (which
Registration Statement is hereafter referred to as the
"Registration Statement") in connection with the registration
under the Securities Act of 1933 of 8,000 shares of your common
stock, $1.00 par value (hereinafter called "stock"), to be sold
by certain shareholders named in the Registration Statement
(hereinafter called "selling stockholders").
We have participated in the preparation and filing of
the Registration Statement, and we have examined originals or
copies, certified or otherwise identified to our satisfaction, of
such corporate records, documents, certificates and statements of
your officers and accountants and of public officials and such
other documents as we have considered necessary for the purpose
of rendering the opinions hereinafter expressed. In addition, we
are familiar with all proceedings taken and proposed to be taken
in connection with the sale of the stock.
Based upon the foregoing, having regard to such other
matters of fact and law as we deem relevant and assuming the
completion of all such proceedings, we are of the opinion that,
upon the effective date of the Registration Statement, the stock
to be sold by the selling stockholders, when sold pursuant to
said proceedings so taken in the manner contemplated, will be
legally issued, fully paid and non-assessable.
<PAGE>
Jacobs Engineering Group Inc.
August 10, 1994
Page 2
We consent to your filing this letter as an exhibit to
the Registration Statement. In giving such consent we do not
thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933
or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
BARTON, KLUGMAN & OETTING
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3) and related
Prospectus of Jacobs Engineering Group Inc. for the registration
of 8,000 shares of its common stock and to the incorporation by
reference therein of our reports dated November 1, 1993, with
respect to the consolidated financial statements of Jacobs
Engineering Group Inc. incorporated by reference in its Annual
Report (Form 10-K) for the year ended September 30, 1993 and the
related financial statement schedules included therein, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
August 10, 1994
