<PAGE>
As filed with the Securities and Exchange Commission on February 17, 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
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
Proposed
Maximum
Aggregate Amount of Amount of
Title of Securities Being Offering Registration
Being Registered Registered Price* Fee*
- ------------------------- ------------- ------------- ------------
<S> <C> <C> <C>
Common Stock, $1.00 par
value 75,600 shares $1,984,500.00 $685.00
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
</TABLE>
* 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 February 14, 1994, which was $26.25.
________________________________________________________________________
________________________________________________________________________
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.
<PAGE>
SUBJECT TO COMPLETION; DATED February 17, 1994
PROSPECTUS
75,600 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 75,600 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 February 14, 1994, the closing price of the Common Stock on the New York
Exchange was $26.25.
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 February ___, 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 December 31, 1993;
(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, 216,029 43,513 172,516
Principal, Jacobs/Sigel
division of the Company
G. William Leishear, 118,940 23,904 95,036
Principal, Jacobs/Sigel
division of the Company
Robert W. Nusbickel, 35,031 8,183 26,084
formerly Senior Vice
President of The Sigel
Group, P.C. ------- ------ -------
370,000 75,600 294,400
======= ====== =======
- --------------
</TABLE>
(1) Includes 24,851, 12,915 and 5,234 shares held for the benefit of Messrs.
Henderson, Leishear and Nusbickel, respectively, by Ramon R. Obod as agent
for S-1 Liquidating Corp.; Messrs. Henderson, Leishear and Nusbickel hold
beneficially and of record 57.793%, 30.034% and 12.173%, respectively, of
the issued and outstanding equity securities of S-1 Liquidating Corp. 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) Includes 7,513, 3,904 and 1,583 shares held for the benefit of Messrs.
Henderson, Leishear and Nusbickel, respectively, by Ramon R. Obod as agent
for S-1 Liquidating Corp.
(3) Includes 17,338, 9,011 and 3,651 shares held for the benefit of Messrs.
Henderson, Leishear and Nusbickel, respectively, by Ramon R. Obod as agent
for S-1 Liquidating Crop. 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 otherwise, 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, 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.
<TABLE>
<S> <C>
Registration Fee Under Securities Act of 1933.. $ 685
Accounting Fees and Expenses................... 3,000
Legal Fees and Expenses........................ 4,000
Miscellaneous.................................. 1,315
------
Total....................................... $9,000
======
</TABLE>
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 circumstances 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, 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 registration 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 17th day of
February, 1994.
JACOBS ENGINEERING GROUP INC.
By: 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.
Signature Title Date
--------- ----- ----
NOEL G. WATSON Director and Principal February 17, 1994
---------------------- Executive Officer
(Noel G. Watson)
II-4
<PAGE>
JOSEPH J. JACOBS Director February 17, 1994
- -------------------------
(Joseph J. Jacobs)
JOSEPH F. ALIBRANDI Director February 17, 1994
- -------------------------
(Joseph F. Alibrandi)
ROBERT M. BARTON Director February 17, 1994
- -------------------------
(Robert M. Barton)
PETER H. DAILEY Director February 17, 1994
- -------------------------
(Peter H. Dailey)
LINDA K. JACOBS Director February 17, 1994
- -------------------------
(Linda K. Jacobs)
J. CLAYBURN LAFORCE Director February 17, 1994
- -------------------------
(J. Clayburn LaForce)
DAVID M. PETRONE Director February 17, 1994
- -------------------------
(David M. Petrone)
JAMES L. RAINEY Director February 17, 1994
- -------------------------
(James L. Rainey)
J. W. SIMMONS Director February 17, 1994
- -------------------------
(J. W. Simmons)
JOHN W. PROSSER, JR. Principal Financial February 17, 1994
- ------------------------- Officer
(John W. Prosser, Jr.)
NAZIM G. THAWERBHOY Principal Accounting February 17, 1994
- ------------------------- Officer
(Nazim G. Thawerbhoy)
II-5
<PAGE>
BARTON, KLUGMAN & OETTING
333 South Grand Avenue, 37th Floor
Los Angeles, California 90071-1599
Telephone: 213 621-4000
Telecopier: 213 625-1832
February 17, 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
February 17, 1994 (which Registration Statement is hereafter referred to as the
"Registration Statement") in connection with the registration under the
Securities Act of 1933 of 75,600 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.
EXHIBIT 5
<PAGE>
Jacobs Engineering Group Inc.
February 17, 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>
CONSENT OF ERNST & YOUNG, 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 75,600 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
Los Angeles, California
February 17, 1994
