<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
JACOBS ENGINEERING GROUP INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
JACOBS ENGINEERING GROUP INC.
251 South Lake Avenue
Pasadena, California 91101
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
TO OUR SHAREHOLDERS
The Annual Meeting of Shareholders of Jacobs Engineering Group Inc. will be
held on Tuesday, February 13, 1996 at 3:30 p.m. at 251 South Lake Avenue,
First Floor Conference Center, Pasadena, California, for the following
purposes:
1. To elect three directors to hold office until the 1999 annual
meeting;
2. To approve an increase of 1,500,000 shares of common stock in the
number of shares reserved for the 1989 Employee Stock Purchase Plan;
3. To approve the appointment of Ernst & Young LLP as independent
accountants to audit the accounts of the Company for the fiscal year
ending September 30, 1996; and
4. To act upon such other matters as may properly come before the
meeting.
The shareholders of record at the close of business on January 5, 1996 will
be entitled to vote at such meeting and any adjournment thereof. This notice
and proxy statement and the accompanying proxy are being mailed to such
shareholders on or about January 11, 1996. The stock transfer books will not
close.
By Order of the Board of Directors
Robert M. Barton
Secretary
Dated: January 5, 1996
YOU ARE URGED TO DATE, SIGN, AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE
ENVELOPE PROVIDED.
<PAGE>
JACOBS ENGINEERING GROUP INC.
251 South Lake Avenue
Pasadena, California 91101
----------------
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by the
Board of Directors of Jacobs Engineering Group Inc., a Delaware corporation
(the "Company"), of proxies to be used at the annual meeting of shareholders
of the Company to be held February 13, 1996, and any adjournment thereof. The
expense of the solicitation will be paid by the Company. Some officers and
regular employees may solicit proxies personally and by telephone if deemed
necessary. The proxy is revocable by you by written notice to the Secretary of
the Company at any time prior to the exercise of the authority granted thereby
or by your being present at the meeting and electing to vote in person.
The holders of common stock of record at the close of business on January 5,
1996, the record date fixed by the Board of Directors (the "Record Date"),
will be entitled to one vote per share on all business of the meeting. The
presence in person or by proxy of the holders of a majority of the outstanding
shares of common stock will constitute a quorum for the transaction of
business at the meeting. This proxy statement and the accompanying proxy are
being mailed on or about January 11, 1996 to the shareholders of record on the
Record Date. As of the Record Date the Company had 25,510,721 shares of common
stock outstanding.
In connection with the solicitation of proxies by the Board of Directors for
the Annual Meeting of Shareholders, the Board of Directors has designated
Joseph J. Jacobs, Noel G. Watson and Robert M. Barton as proxies. Shares
represented by all properly executed proxy cards received in time for the
meeting will be voted in accordance with the choice specified on the proxy
card. Unless contrary instructions are indicated on the proxy card, the shares
of common stock will be voted FOR the election of the nominees listed below
under "1. Election of Directors". Where no choice is specified, the shares of
common stock will be voted FOR the proposed increase of 1,500,000 shares of
common stock in the total number of shares reserved for the 1989 Employee
Stock Purchase Plan as described under "2. Approval of an Increase in Number
of Shares for the 1989 Employee Stock Purchase Plan", below, and FOR the
approval of the appointment of Ernst & Young LLP as the independent auditors
for the Company for the year ending September 30, 1996 as described under "3.
Approval of Ernst & Young LLP as Auditors", below. The Board of Directors is
not aware of any other issue to be brought before the meeting. If other
matters are properly brought before the meeting, then the proxies will vote in
accordance with their best judgment.
Votes cast by proxy or in person at the annual meeting will be tabulated by
the inspectors of election appointed for the meeting who will determine
whether or not a quorum is present. The inspectors of election will treat
abstentions as shares that are present and entitled to vote for purposes of
determining the presence of a quorum but as not voted for purposes of
determining the approval of any matter submitted to the shareholders for a
vote. If a broker indicates on a proxy that it does not have discretionary
authority as to certain shares to vote on a particular matter, then those
shares will not be considered as present and entitled to vote with respect to
that matter.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following tables, based in part upon information supplied by officers,
directors and principal shareholders, set forth certain information regarding
the ownership of the common stock of the Company as of the Record Date by (i)
all those persons known by the Company to be beneficial owners of more than
five percent of the outstanding common stock of the Company; (ii) each
director; (iii) each executive officer named in the compensation tables, below
("Named Executive Officer"); and (iv) all officers and directors of the
Company as a group. Unless otherwise indicated, each of these shareholders has
sole voting and investment power with respect to the shares beneficially
owned, subject to community property laws where applicable.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS (a)
<TABLE>
<CAPTION>
AMOUNT
AND PERCENT
NATURE OF OF
NAME AND ADDRESS OWNERSHIP CLASS
---------------- --------- -------
<S> <C> <C>
Joseph J. Jacobs..................................... 4,288,000 16.8%
251 S. Lake Avenue
Pasadena, California 91101
The Capital Group Companies, Inc. ................... 2,094,900(b) 8.2%(b)
333 S. Hope Street
Los Angeles, California 90071
</TABLE>
- --------
(a) Security ownership information for beneficial owners is taken from
statements filed with the Securities and Exchange Commission pursuant to
Sections 13(d), (f) and (g) and other information made known to the
Company.
(b) Certain operating subsidiaries of The Capital Group Companies, Inc.
exercised investment discretion over various institutional accounts that
held, as of December 31, 1994, a total of 2,094,900 shares of common stock
of the Company. At that date Capital Guardian Trust Company, a bank, and
one of such operating companies, exercised investment discretion over
1,444,500 of said shares. Also, on that date Capital Research and
Management Company, a registered investment adviser, and Capital
International Limited, another operating subsidiary, had investment
discretion with respect to 643,400 and 7,000 shares, respectively, of the
above shares.
2
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS, NOMINEES AND NAMED EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
SHARES
SUBJECT TO
NAME OF AMOUNT OF COMMON STOCK UNEXERCISED PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED(A) OPTIONS(B) TOTAL OF CLASS(C)
---------------- ---------------------- ----------- --------- ----------
<S> <C> <C> <C> <C>
DIRECTORS (EXCLUDING
OFFICERS):
Joseph F. Alibrandi..... 2,000 1,750 3,750 *
Robert M. Barton........ 10,888 1,750 12,638 *
Peter H. Dailey......... 2,000 1,750 3,750 *
Robert B. Gwyn.......... 1,000 500 1,500 *
Linda K. Jacobs......... 280,720 1,750 282,470 1.1%
James Clayburn LaForce.. 2,000 1,750 3,750 *
Dale R. Laurance........ 1,000 750 1,750 *
Linda Fayne Levinson.... -- -- -- *
David M. Petrone........ 10,000 1,750 11,750 *
James L. Rainey, Jr..... 200 1,750 1,950 *
NAMED EXECUTIVE OFFICERS
Joseph J. Jacobs........ 4,288,000 -- 4,288,000 16.8%
William R. Kerler....... 27,717 41,000 68,717 0.3%
John W. Prosser, Jr. ... 39,512 38,200 77,712 0.3%
Richard J. Slater....... 29,591 23,400 52,991 0.2%
Gerald L. Stevenson(d).. 35,903 42,200 78,103 0.3%
Noel G. Watson.......... 160,188 96,600 256,788 1.0%
All directors and execu-
tive officers as a
group.................. 4,941,627 449,159 5,390,786 21.1%
</TABLE>
* Less than 0.1%
- --------
(a) Ownership is direct.
(b) Includes only those unexercised options that are exercisable within 60
days following the date of this proxy statement.
(c) Calculation is based on 25,510,721 shares of common stock outstanding as
of January 5, 1996.
(d) Mr. Stevenson resigned as an executive officer in July 1995 and is
currently serving the Company as a consultant.
1. ELECTION OF DIRECTORS
The bylaws of the Company presently provide for eleven directors. The
Certificate of Incorporation and the bylaws of the Company divide the Board of
Directors into three classes with the terms of office of the directors of each
class ending in different years: The terms of Classes I, II and III end at the
annual meetings in 1998, 1997 and 1996, respectively. Classes I and II have
four directors, each, and Class III has three directors.
3
<PAGE>
The nominees for Class III are to be voted upon at this annual meeting. The
directors in Classes I and II will continue in office until expiration of
their respective terms. Mr. Robert M. Barton, a director of the Company since
its organization and currently a director in Class III, has stated that he
does not wish to stand for re-election. Mr. Barton's contributions to the
Company were many and are greatly appreciated.
The Board of Directors has nominated Joseph J. Jacobs, Dale R. Laurance and
Linda Fayne Levinson for election as Class III directors for three year terms
expiring at the 1999 annual meeting.
The persons named as proxies on the accompanying proxy card intend to vote
the shares as to which they are granted authority to vote for the election of
the nominees listed above. The proxies may not vote for a greater number of
persons than three. In the event that anyone other than these individuals
should be nominated for election as a director, the proxies will vote in
accordance with their best judgment.
Although the Board of Directors does not know of any reason why any nominee
will be unavailable for election, in the event any nominee should be
unavailable at the time of the meeting, the proxies may be voted for a
substitute nominee as selected by the Board of Directors.
The following table sets forth information about these nominees and the
directors whose terms of office do not expire at the 1996 annual meeting.
<TABLE>
<CAPTION>
NAME AND POSITIONS DIRECTOR
HELD WITH THE COMPANY CLASS SINCE
--------------------- ----- --------
<S> <C> <C>
Joseph J. Jacobs, Chairman of the Board and Director. Dr. III 1974
Jacobs, age 79, was chief executive officer of the Company and
its predecessors from 1957 until November 19, 1992. Dr. Jacobs
founded the Company as a sole proprietorship in 1947 and
incorporated it in 1957.
Noel G. Watson, President, Chief Executive Officer and I 1986
Director. Mr. Watson, age 59, has been with the Company since
1965 and has held senior executive positions with the Company
for more than the past five years.
Joseph F. Alibrandi, Director. Mr. Alibrandi, age 67, has been II 1988
Chairman of the Board of Whittaker Corporation for more than
five years. He became Chairman of the Board of BioWhittaker,
Inc. in November 1991 when that company was spun off from
Whittaker Corporation. Mr. Alibrandi is also a director of
Burlington Northern Santa Fe Corp., Catellus Development
Corporation, BankAmerica Corporation and Bank of America,
N.T. & S.A.
The Hon. Peter H. Dailey, Director. Mr. Dailey, age 65, is Chairman II 1991
of Enniskerry Financial, a private investment firm. He was formerly
Ambassador to Ireland and Special Envoy to NATO. Prior to
government service, he was Vice-chairman of Interpublic Group of
the Dailey International Group. He serves as non-executive Chairman
of Memorex Telex, Inc. and is a Director of Chicago Title and
Trust, Pinkerton's, Inc., Sizzler, Inc. and the Wirthlin Group.
Robert B. Gwyn, Director. Mr. Gwyn, age 56, is currently a Managing II 1995
Director of Amaryn Group, a private investment company. He was
President, CEO and Chairman of the Board of Agricultural Minerals
and Chemicals, Inc., a company engaged in the fertilizer and
methanol businesses, from 1990 until 1994, when that company was
sold. From 1985 until 1990 he was President of Agrico Chemical
Company, a domestic and international manufacturer of fertilizers.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITIONS DIRECTOR
HELD WITH THE COMPANY CLASS SINCE
--------------------- ----- --------
<S> <C> <C>
Linda K. Jacobs, Director. Dr. Linda K. Jacobs, age 48, is II 1986
President of Middle East Technology Assistance, a non-profit
corporation. From 1985 until 1993 she was a principal in Jabara-
Jacobs Associates, a consulting firm. She is a daughter of Dr.
Joseph J. Jacobs.
James Clayburn LaForce, Director. Dr. LaForce, age 67, was Dean of I 1987
the Anderson Graduate School of Management, University of
California at Los Angeles from 1978 until 1993, when he retired.
Dr. LaForce is a director of Eli Lilly & Co., Rockwell
International Corporation, Imperial Credit Industries, Inc.,
Blackrock Funds, The Timken Company, Provident Investment Counsel
Mutual Funds and Payden and Rygel Investment Trust.
Dale R. Laurance, Director. Dr. Laurance, age 50, is Executive Vice III 1994
President and Senior Operating Officer and a director of Occidental
Petroleum Corporation where he has been an executive since 1983.
Dr. Laurance is also a director of Canadian Occidental Petroleum,
Ltd., the Armand Hammer Museum of Art and Cultural Center, Inc. and
the Chemical Manufacturers Association.
Linda Fayne Levinson, Nominee for Director. Ms. Fayne Levinson, age III --
53, has served as the President of Fayne Levinson Associates, Inc.,
a general management consulting firm to consumer and financial
service organizations, since 1982. Ms. Fayne Levinson was an
executive at Creative Artists Agency, Inc. from 1993 through
February 1994 and was a partner of Wings Partners, a Los Angeles-
based merchant bank, from 1989 until 1993. From 1984 until 1987 Ms.
Fayne Levinson was a Senior Vice President of American Express
Travel Related Services Co., Inc., and from 1972 through 1981 she
was at McKinsey & Co., a worldwide general management consulting
firm, where she became the first woman partner in 1979. Ms. Fayne
Levinson also serves as a member of the Boards of Genentech Inc.
and Egghead, Inc.
David M. Petrone, Director. Mr. Petrone, age 51, is Chairman of I 1987
Housing Capital Company, a real estate lending firm. He was Vice
Chairman of Wells Fargo & Co. from 1986 until March 1, 1992. He is
a director of Spieker Properties, Inc., Health Science Properties,
Inc. and Finelite, Inc.
James L. Rainey, Jr., Director. Mr. Rainey, age 66, is retired. He I 1993
was President and Chief Executive Officer of Farmland Industries,
Inc., an agricultural cooperative, from 1986 until 1991. Mr. Rainey
is a director of AIR . CURE Environmental, Inc., the Wirthlin Group
and Mid-America Bio-Mat, Inc.
</TABLE>
Board Committees. The Board has two standing committees. The Audit Committee
advises the Board on internal control and external audit matters affecting the
Company, including recommendations as to the appointment of the independent
auditors of the Company; reviews with such auditors the scope and results of
their examination of the financial statements of the Company and any
investigations by such auditors. During fiscal 1995 the Audit Committee held
two meetings. The members of the Audit Committee are Messrs. Petrone
(Chairman), Alibrandi, Dailey and Rainey and Dr. Linda K. Jacobs.
The Compensation and Benefits Committee approves the salaries and bonuses of
the executive officers and approves all grants of stock options under the
Jacobs Engineering Group Inc. 1981 Executive Incentive Plan (the "1981 Plan")
other than options issued under the Outside Director Stock Option provisions
of the 1981 Plan. During fiscal 1995 this committee held nine meetings. The
members of the Compensation and Benefits Committee are Messrs. Barton
(Chairman) and Gwyn and Drs. Laurance and LaForce.
5
<PAGE>
Compensation of Directors. The Company pays directors who are not employed
by the Company ("Outside Directors") a retainer at the rate of $25,000 per
year plus a fee of $1,000 for each meeting of the board and each committee on
which they serve that they attend. Pursuant to the terms of the Outside
Director Stock Option Plan, each of the Outside Directors received an option
for 2,000 shares of common stock on April 1, 1993. All Outside Directors
receive an option for 1,000 shares at an option price equal to the Fair Market
Value (as defined in the Plan) of the common stock on the first day of March
of each year commencing March 1, 1994. Newly-elected Outside Directors receive
an Option for 2,000 shares at a price equal to the Fair Market Value of the
Common Stock on the first day of the month following the month in which they
are elected.
The Board of Directors held nine meetings during the year ended September
30, 1995. All directors attended at least 75% of all meetings of the Board of
Directors and of the committees on which they served during fiscal 1995.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the annual and long-
term compensation of the Chief Executive Officer and the other five most
highly compensated officers ("Named Executive Officers") of the Company for
services in all capacities to the Company and its subsidiaries during its
1993, 1994, and 1995 fiscal years:
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION (1) COMPENSATION
----------------- OTHER ANNUAL ------------ ALL OTHER
SALARY BONUS COMPENSATION OPTIONS COMPENSATION
NAME YEAR ($) ($) ($) (2) (SHS)(3) ($) (4)
---- ---- -------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Noel G. Watson 1995 $464,310 $319,100 $27,440 10,000 $4,920
Chief Executive 1994 432,200 21,750 21,390 100,000 4,440
Officer 1993 423,450 381,200 12,900 15,000 4,460
Joseph J. Jacobs 1995 432,200 -0- -0- -0- -0-
Chairman of the 1994 432,200 -0- -0- -0- -0-
Board 1993 432,200 130,000 -0- -0- -0-
William R.
Kerler 1995 284,430 195,480 13,660 9,000 4,920
Executive Vice 1994 250,900 10,600 70,780(5) 20,000 4,460
President 1993 223,250 150,260 14,600(5) 20,000 4,460
Richard J.
Slater 1995 239,050 123,220 10,080 8,000 4,920
Group Vice 1994 223,650 8,440 7,940 20,000 4,440
President 1993 210,000 141,250 5,000 10,000 4,460
John W. Prosser,
Jr. 1995 224,050 115,590 5,870 8,000 4,920
Senior Vice 1994 210,800 8,060 5,150 10,000 4,450
President 1993 195,600 131,500 2,820 10,000 4,460
Gerald L.
Stevenson 1995 240,000 123,710 14,930 8,000 4,930
Formerly,
Senior 1994 230,050 8,680 12,150 10,000 4,450
Vice President 1993 214,150 144,080 7,300 10,000 4,460
</TABLE>
- --------
(1) Represents amounts earned by the named executive during the year
indicated, and includes amounts deferred under the Jacobs Engineering
Group Inc. 401(k) Plus Savings Plan and Trust (the "(S) 401(k) Plan") and
the Company's nonqualified Executive Deferral Plans (the "EDPs").
6
<PAGE>
(2) These amounts represent interest credited to the employees' deferred
compensation account balance under the EDPs in excess of 120% of the
applicable federal rate in effect at the times the interest crediting
rates were set for the EDPs. Under the terms of the EDPs, executives may
defer salary and bonus and are credited interest on such deferrals at
rates based on the Moody's Corporate Bond Yield Averages and the number of
years in the EDPs. The maximum interest rate is credited to deferral
amounts only after seven years of plan participation. Although none of the
named executives have seven years plan participation, the amounts shown
here were computed using the maximum interest rate allowed under the EDPs.
Amounts deferred are used by the Company to purchase life insurance
contracts on the lives of the participants (including the named executives
participating in the plan). Because it is anticipated that over the life
of the plan, the insurance contracts will return value to the Company
approximating, on an after-tax basis, the amounts credited as interest to
the participants' account balances, this plan should have no net cost to
the Company over its life.
(3) Consists solely of non-qualified stock options pursuant to the 1981 Plan.
(4) Consists solely of Company contributions to the (S) 401(k) Plan.
(5) Also includes reimbursement of income tax paid on reimbursed moving
expenses.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The 1981 Plan permits the grant of options and stock appreciation rights and
the awards of restricted stock to employees of the Company and its
subsidiaries, including officers and directors who are serving in such
capacities. The following table contains information concerning options
granted during the fiscal year 1995 to the only Named Executive Officers who
were granted options that year. During 1995 the Company awarded 61,000 shares
of restricted stock under the 1981 Plan; none of the recipients of the
restricted stock were Named Executive Officers, however. No stock appreciation
rights have been granted to date.
<TABLE>
<CAPTION>
PERCENTAGE OF POTENTIAL REALIZABLE VALUE
TOTAL OPTIONS AT ASSUMED ANNUAL RATES OF
GRANTED TO STOCK PRICE APPRECIATION FOR
OPTIONS EMPLOYEES IN EXERCISE OR MARKET PRICE OPTION TERM (7 YRS.)
GRANTED FISCAL BASE PRICE ON DATE OF EXPIRATION -------------------------------
NAME (SHS)(1) YEAR(2) ($/SH) GRANT ($/SH) DATE 0% ($) 5% ($) 10% ($)
---- -------- ------------- ----------- ------------ ----------- ------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Noel G. Watson 10,000 2.60% $19.50 $19.50 05-Apr-2002 $-- $79,380 $185,000
William R. Kerler 9,000 2.34% 19.50 19.50 05-Apr-2002 -- 71,450 166,500
Richard J. Slater 8,000 2.08% 19.50 19.50 05-Apr-2002 -- 63,510 148,000
John W. Prosser, Jr. 8,000 2.08% 19.50 19.50 05-Apr-2002 -- 63,510 148,000
Gerald L. Stevenson 8,000 2.08% 19.50 19.50 05-Apr-2002 -- 63,510 148,000
Gain for all shareholders (based on
25,495,711 shares outstanding at September
30, 1995 and a year-end closing price of
$24.875) 258,185,450 601,681,900
Gain of Named Executive Officers as a per-
cent of total gain to all shareholders 0.16% 0.16%
</TABLE>
- --------
(1) All grants were non-qualified options pursuant to the 1981 Plan. Options
are exercisable in five cumulative annual installments of 20% of the
shares subject to option commencing on the first anniversary of the date
of grant. Exercisability will be automatically accelerated if the optionee
is terminated within three years following a Change in Control of the
Company unless the Board of Directors determines that the event shall not
constitute a Change of Control.
(2) Calculation based upon grants of options for 324,000 shares and awards of
61,000 shares of restricted stock during fiscal 1995.
7
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR
VALUES
The following table sets forth information regarding option exercises during
the fiscal year 1995 by the Named Executive Officers and the value of their
unexercised options at September 30, 1995. All options were granted under the
1981 Plan. The Company has not granted any stock appreciation rights.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED VALUE SEPT. 30, 1995 (SHARES) SEPT. 30, 1995 ($)(2)
ON EXERCISE REALIZED ------------------------- -------------------------
NAME (SHARES) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Noel G. Watson.......... -- -- 76,600 108,200 $626,970 $ 96,900
William E. Kerler....... 17,200 $213,930 43,400 43,000 383,200 192,250
Richard J. Slater....... -- -- 23,400 36,000 161,680 163,220
John W. Prosser, Jr. ... -- -- 38,200 28,000 403,150 102,770
Gerald L. Stevenson..... -- -- 51,800 28,000 635,140 102,770
</TABLE>
- --------
(1) Based on market value of the Company's common stock on the date of
exercise less the option exercise price.
(2) Based on the closing price of the common stock of the Company as reported
in the New York Stock Exchange Composite Transactions Report less the
option exercise price.
BOARD COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The overall objectives of the Company's executive compensation program are
as follows:
--To enable the Company to attract, motivate and retain highly-qualified
executives by offering competitive base salaries that are consistent
with the Company's size.
--To reward executives for past performance through a bonus program that
places a substantial component of their pay at risk based on Company
performance as measured by its return on net equity.
--To provide an incentive for continued service and future performance
through the use of stock options.
--To encourage executives to have an equity ownership in the Company.
The Company has no pension plan, but all eligible employees, including
executives, may participate in the Company's 401(k) Plus Savings Plan and the
1989 Employee Stock Purchase Plan.
The Compensation Committee of the Board of Directors is responsible for
reviewing and approving the compensation of all executive officers and all
stock option grants to all employees.
Base Salary. In setting executive officer base salaries for fiscal 1995 the
Committee considered the recommendations of Dr. Jacobs and Mr. Watson, who
made salary recommendations as to all executive officers except themselves,
the Committee's own subjective evaluations of those executive officers, the
salary spread that has normally been maintained by the Company between levels
of management, and information compiled by the Company regarding prevailing
salaries for professional engineers being offered by companies that the
Company regards as its competitors.
8
<PAGE>
The Committee also considered a regression analysis of the executive
compensation paid by the publicly-traded engineering and construction
companies that are comparable to, or greater in size than the Company, that
compete with the Company for experienced employees at all levels and for which
executive salary information is publicly available (the "Peer Group") made by
the Company's financial staff. The Peer Group consists of Guy F. Atkinson,
Blount, Inc., Fluor Corporation, Foster Wheeler, International Technology,
Michael Baker Corp., Morrison-Knudsen Corp., Stone & Webster, Inc. and the
Company. This analysis relates the revenues of the members of the Peer Group
to the base salaries paid to their five highest paid executives in the order
of their compensation as reported in their annual reports and proxy statements
for the prior year.
Mr. Watson's initial base salary for fiscal 1995 was established in the same
manner as the base salaries of the other executive officers of the Company.
The Committee believes that the total salary and bonus paid to Mr. Watson and
each of the Named Executive Officers was reasonable in light of the
performance of the Company for fiscal 1995.
Dr. Jacobs was the Chief Executive Officer of the Company from its
organization in 1957 until he resigned that position in November 1992; he
continues to serve as Chairman of the Board and as a full-time employee of the
Company. The Company has an employment agreement, originally entered into on
October 1, 1987, with Dr. Jacobs, described below under "Employment Contracts
and Termination of Employment and Change-in-Control Arrangements", that
establishes, among other matters, his base salary. The original agreement
received the approval of the Board of Directors of the Company in 1987,
without dissent and with Dr. Jacobs not voting. The Board subsequently
delegated all decisions regarding this agreement to the Committee, which has
approved subsequent amendments to it, including extensions of its term, which
now expires on September 30, 2000, but there has been no change to Dr. Jacobs'
base salary since 1987. The Committee has approved these amendments based on
its subjective judgment of Dr. Jacobs' past and continuing contributions to
the business strategy, marketing and reputation of the Company.
Annual Incentive Bonuses. Pursuant to the Company's Incentive Bonus Plan,
each year the Compensation Committee approves a target percentage of pre-tax
profits to the net equity of the Company that must be achieved before any
bonuses are paid. This target percentage is established on the basis of the
Committee's judgment of what constitutes a reasonable minimum return for the
shareholders on their investment in the Company. If pre-tax profits exceed the
target, then a predetermined percentage of profits in excess of the target is
placed in the bonus pool; if pre-tax earnings exceed two times the target,
then a larger percentage of the excess is placed into the bonus pool. A major
percentage of the bonus pool is allocated to the officers and key managers of
the Company. Fifty percent of the allocation to the officers and key employees
is then individually allocated to them in proportion to their weighted
salaries, with the salaries of the executive officers given the greatest
weight. The remainder of the executive officer pool is usually allocated in
the same proportions as the initial allocations, but individual allocations
are in some cases adjusted on the basis of the Committee's subjective
evaluations of individual performance. Generally, bonuses are paid in three
annual installments contingent upon continued employment and may be further
deferred by participants in the Company's deferred compensation plans.
9
<PAGE>
The bonus paid to Mr. Watson for 1995 was determined in the same manner as
the bonuses of the other executive officers. Dr. Jacobs does not receive
bonuses under the formula in the Incentive Bonus Plan, but he is eligible to
receive discretionary bonuses.
Stock Options. In determining stock option awards to executive officers for
fiscal 1995 the Committee considered Dr. Jacobs' and Mr. Watson's
recommendations with respect to all executive officers other than themselves,
the Committee's own subjective evaluations of the executive officers and
previous option awards to the executive officers. The Committee also
considered the stock option awards made by three of the largest competitors of
the Company that are public companies (Fluor, Foster Wheeler and Morrison-
Knudsen) to their executive officers as a percent of outstanding shares. In
general, option grants by the Company as a percentage of outstanding shares
have been the second highest in the named group, but the Committee considered
the fact that the Company is the only company in the group that has no pension
plan in evaluating the significance of its ranking in the group.
The number of options granted to Mr. Watson for fiscal 1995 was determined
by the committee on the basis of a request that he be granted such options in
lieu of a salary increase proposed by the Committee. Dr. Jacobs has never been
eligible for stock options by reason of his percentage interest in the
outstanding stock of the Company.
Tax Deductibility Considerations. In 1993, the Internal Revenue Code was
amended to limit the deductibility of certain compensation expenses in excess
of $1 million. This amendment will apply to the Company in fiscal year 1995.
The Committee believes that the compensation payable for fiscal year 1996 will
not result in any loss of tax deductions for the Company. It is the
Committee's intent, pending finalization of the tax regulations, to adopt
policies to obtain maximum deductibility of executive compensation, consistent
with the objectives of the Company's executive compensation program outlined
above. The Committee will continue to monitor the regulations as they are
finalized to determine whether any program changes are appropriate.
ROBERT M. BARTON, Chairman
ROBERT B. GWYN
JAMES CLAYBURN LAFORCE
DALE R. LAURANCE
10
<PAGE>
ADDITIONAL INFORMATION WITH RESPECT TO COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
IN COMPENSATION DECISIONS
Robert M. Barton, a director and Secretary of the Company and Chairman of the
Compensation Committee, retired as a partner of the law firm of Barton, Klugman
& Oetting, which rendered legal services to the Company during the fiscal year,
on December 31, 1992. He continues to serve as counsel to the firm.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG JACOBS ENGINEERING GROUP INC., THE S&P 500 INDEX
AND THE DOW JONES HEAVY CONSTRUCTION INDEX
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period JACOBS S&P
(Fiscal Year Covered) ENGINEERING 500 INDEX DOW JONES
- ------------------- ---------- --------- ---------
<S> <C> <C> <C>
Measurement Pt- 1990 $100 $100 $100
FYE 1991 $303 $131 $120
FYE 1992 $319 $146 $124
FYE 1993 $255 $165 $126
FYE 1994 $267 $171 $140
FYE 1995 $273 $221 $152
</TABLE>
* $100 invested on September 30, 1990 in stock or index (includes reinvestment
of dividends, if any).
11
<PAGE>
EMPLOYMENT CONTRACTS AND TERMINATION
OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company has an agreement with Dr. Joseph J. Jacobs, originally entered
into in 1986 providing for base pay at an annual rate of $432,200 per year for
a term that has subsequently been extended to September 30, 2000. He does not
receive bonuses under the formula in the Incentive Bonus Plan described above
under "Board Compensation Committee Report on Executive Compensation", but he
is eligible to receive discretionary bonuses. The agreement will continue in
force whether or not Dr. Jacobs continues to be employed by the Company or
becomes disabled. If Dr. Jacobs should die during the term of the agreement,
then payments under the agreement will be made to a beneficiary named by Dr.
Jacobs. If Dr. Jacobs ceases to be an employee of the Company, he will
continue as a consultant to the Company in community and public affairs, in
the promotion of the business expansion and goodwill of the Company and in
undertaking such special assignments as the Company or its Board of Directors
may request. During the term of the agreement, the Company will provide Dr.
Jacobs with the same medical and life insurance and other benefits as are made
available to senior management officials of the Company and will provide him
with office and secretarial services. The agreement contains provisions
intended to prevent Dr. Jacobs from entering into any form of competition with
the Company or disclosing confidential information of the Company. The
original agreement, as well as the initial extensions of its term, received
the approval of the Board of Directors of the Company without dissent and with
Dr. Jacobs not voting. Subsequently, the Board of Directors delegated to the
Compensation Committee of the Board the sole power to approve amendments to
the agreement extending its term. See "Board Compensation Committee Report on
Executive Compensation", above.
INDEBTEDNESS OF MANAGEMENT
On January 5, 1996, Mr. Paul A. Miskimin, an executive officer of the
Company, owed the Company a total of $83,000; the largest amount owed by Mr.
Miskimin during the period September 30, 1994 through January 5, 1996 was
$93,000. These amounts were evidenced by promissory notes bearing interest
based on the prime rate and represented advances made to facilitate Mr.
Miskimin's relocation to the Company's headquarters in Pasadena, California.
Also, on January 5, 1996, Mr. Socrates S. Christopher, an executive officer
of the Company, owed the Company $150,000 on open account without interest.
This was the largest amount owed by Mr. Christopher to the Company at any time
between September 30, 1994 and January 5, 1996. Mr. Christopher was an
executive officer of CRSS Inc. ("CRSS") in 1994 at the time when the Company
acquired the engineering and construction management service businesses of
CRSS. The receivable from Mr. Christopher was included in the assets acquired
by the Company from CRSS. The Company has been advised that this indebtedness
represents an advance made by CRSS to Mr. Christopher to facilitate his
relocation to CRSS's office in Greenville, South Carolina.
2. APPROVAL OF AN INCREASE IN NUMBER OF SHARES FOR THE 1989 EMPLOYEE STOCK
PURCHASE PLAN
There will be presented to the meeting a proposal to approve an increase in
the number of shares reserved for the Jacobs Engineering Group Inc. 1989
Employee Stock Purchase Plan (the "Stock Purchase Plan") of 1,500,000 shares
of common stock. The Stock Purchase Plan was originally adopted by the Board
of Directors on December 15, 1988, and by the shareholders on February 14,
1989. The Board of Directors believes that the
12
<PAGE>
opportunity for all eligible, full-time employees to acquire shares of common
stock of the Company through participation in the Stock Purchase Plan provides
an important incentive to the employees of the Company, and that the Stock
Purchase Plan assists the Company in attracting new employees.
ADMINISTRATION
The Stock Purchase is administered by the Compensation and Benefits
Committee of the Board of Directors. The members of the Committee must be
directors who are not eligible to receive options under the Stock Purchase
Plan or awards of stock, stock options or stock appreciation rights under any
other plan of the Company other than automatic option grants under the Outside
Director Stock Option Plan, and who have not been eligible to receive such
options or other awards for at least one year prior to their service on the
Committee. The Committee is authorized to construe and interpret the Stock
Purchase Plan, to prescribe rules and regulations for its administration and
to take any other necessary action in relation to the Plan.
ELIGIBILITY
All employees of the Company and its domestic subsidiaries and all employees
of any foreign subsidiaries designated from time to time by the Board of
Directors, except employees who normally work fewer than 20 hours each week or
five or fewer months during any fiscal year and employees who have completed
less than one year of service with the Company or a participating subsidiary,
receive options under the Plan. Any employee who would own five percent or
more of the common stock immediately after an option is granted will not be
eligible to receive options. At August 31, 1995 approximately 8,500 employees
were eligible to receive options under the Stock Purchase Plan.
TERMS OF OPTIONS
The Stock Purchase Plan permits eligible employees of the Company to
purchase shares of common stock from the Company by electing to exercise
options to purchase common stock. These options are granted in the form of
successive six-month options on March 1 and September 1 of each year. An
employee may exercise an option in amounts based upon a percentage of his or
her salary or wages ranging from 2% to 15% of basic compensation. An employee
may elect to participate or not to participate on each March 1 and September 1
commencement date. The Company will make withholdings from the employee's
salary or wages during the six-month term of the option, and the purchases of
the shares are effected without any further action on the part of the employee
at the completion of the six-month period. If an employee ceases to be an
employee during any six-month period, then the option will terminate on the
date of termination, and the Company will refund to the employee the full
amount of all withholdings without interest.
The price at which shares may be purchased is the lesser of 90% of the fair
market value of the common stock on the first day of a six-month term of each
option that is exercised, or 90% of the fair market value of the common stock
on the last day of the six-month term of the option. The fair market value for
this purpose is the closing price for the common stock as reported in the New
York Stock Exchange Composite Transactions report for the relevant date. The
maximum fair market value of common stock that an employee may purchase under
the Stock Purchase Plan in any calendar year is $25,000.
13
<PAGE>
AMENDMENT AND TERMINATION
The Board of Directors may at any time amend or terminate the Stock Purchase
Plan, except that no such amendment may be made without the approval of the
shareholders if it would increase the number of shares of common stock
authorized to be issued under the Stock Purchase Plan, materially increase the
benefits accruing to employees under the Stock Purchase Plan, materially
modify the requirements as to eligibility for participation or withdraw
administration of the Stock Purchase Plan from the Committee. The Stock
Purchase Plan will terminate on February 28, 1999, unless the Board of
Directors terminates the Stock Purchase Plan at an earlier date or the shares
reserved for the Stock Purchase Plan are exhausted, and the shareholders do
not vote to reserve additional shares for it.
FEDERAL INCOME TAX CONSEQUENCES
The Stock Purchase Plan is intended to be an "employee stock purchase plan"
as defined in Section 423 of the Internal Revenue Code of 1986, which provides
that an employee does not have to pay any federal income tax either when he
elects to exercise an option under such a stock purchase plan, or when the
six-month option period ends and the employee receives shares of common stock
of the Company. The employee is, however, required to pay federal income tax
on any gain realized on the sale of the shares, as described below.
If the employee has owned shares purchased through the Stock Purchase Plan
for more than one year and disposes of them at least two years after the
commencement date of the six-month option term of the option pursuant to which
they were purchased, then the employee will be taxed as follows: If the sale
price is greater than the price paid under the Stock Purchase Plan, then the
employee will recognize ordinary income in an amount equal to the lesser of
(i) the excess of the market price of the shares on the date the offering
commenced over the price paid, or (ii) the excess of the sale price over the
price paid. Any further gain is treated as a long-term capital gain. If the
sale price of the shares is equal to or less than the price paid for them
under the Stock Purchase Plan, then the employee will incur a long-term
capital loss in the amount equal to the price paid over the sale price. If the
employee sells the shares before he has owned them for more than one year or
before the expiration of the two-year period commencing on the date the option
period commenced, then the employee will recognize ordinary income on the
amount of the difference between the actual purchase price and the market
price of the shares on the date of purchase, and the Company will receive a
deduction for federal income tax purposes for the same amount. The employee
will recognize a long-term capital gain or loss on the difference between the
sale price and the fair market value on the date of purchase.
ADJUSTMENTS OF OPTIONS
In the event of a stock split, stock dividend, merger or other like
recapitalization or reorganization the Board of Directors is required to make
appropriate and proportionate adjustments in the maximum number of shares
subject to the Plan and the price per share subject to outstanding options,
or, in the event of a merger or reorganization, the substitution of shares in
any successor corporation for common stock of the Company.
PROPOSED AMENDMENT OF THE STOCK PURCHASE PLAN
At the time of its adoption 200,000 shares of common stock were reserved for
the Stock Purchase Plan. This was increased to a total of 800,000 shares by
subsequent stock splits. At their 1992 annual meeting the shareholders
approved an increase of 606,777 in the number of shares reserved for the Stock
Purchase Plan. As
14
<PAGE>
so adjusted, after reductions for option exercises, there are only 111,038
shares remaining in the reserve for the Stock Purchase Plan, excluding shares
that will be purchased with salary withholdings being made during the
September 1, 1995 through February 29, 1996 withholding period. The Board of
Directors has approved resolutions to increase the number of shares reserved
for the Stock Purchase Plan by an additional 1,500,000 shares to increase the
total number of shares reserved for the Stock Purchase Plan to 1,611,038.
REQUIRED VOTE
The affirmative vote of the holders of a majority of the shares present at
the annual meeting and voting on the proposal is required to approve the
increase in the number of shares of common stock of the Company reserved for
the Stock Purchase Plan by 1,500,000 shares.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YES TO INCREASE THE NUMBER
OF SHARES RESERVED FOR THE STOCK PURCHASE PLAN.
3. APPROVAL OF ERNST & YOUNG LLP AS AUDITORS
The Board of Directors, with the concurrence of the Audit Committee, has
selected Ernst & Young LLP to audit the accounts of the Company for its fiscal
year ending September 30, 1996. The Company has been advised by Ernst & Young
LLP that the firm has no relationship with the Company or its subsidiaries
other than that arising from the firm's engagement as auditors.
If the selection of Ernst & Young LLP is not approved by the holders of a
majority of the shares represented at the meeting and voting on the proposal,
or if prior to the Annual Meeting to be held in February, Ernst & Young LLP
should decline to act or otherwise become incapable of acting, or if its
employment should be otherwise discontinued by the Board of Directors, then in
any such case the Board of Directors will appoint other independent auditors
whose employment for any period subsequent to the 1996 Annual Meeting will be
subject to ratification by the shareholders at the 1997 Annual Meeting.
The Company has been advised that representatives of Ernst & Young LLP will
be present at the Annual Meeting where they will have an opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE SELECTION OF ERNST &
YOUNG LLP AS AUDITORS FOR THE YEAR ENDING SEPTEMBER 30, 1996.
4. OTHER BUSINESS
The Board of Directors does not intend to present any other business for
action at the meeting and does not know of any business intended to be
presented by others.
SHAREHOLDERS' PROPOSALS
Proposals of shareholders for consideration at the annual meeting of
shareholders to be held on Tuesday, February 11, 1997 must be received by the
Company no later than August 30, 1996 in order to be included in the Company's
proxy statement and proxy relating to that meeting.
15
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of
a registered class of the Company's equity securities to file with the
Securities and Exchange Commission ("SEC") and the New York Stock Exchange
initial reports of ownership and reports of changes in ownership of common
stock and other equity securities of the Company. Officers, directors and
greater than ten-percent shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms filed by them.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners were
complied with on a timely basis during the fiscal year ended September 30,
1995.
ANNUAL REPORT AND FINANCIAL INFORMATION
A copy of the Company's annual report for the year ended September 30, 1995
is being mailed concurrently with this Proxy Statement to each shareholder of
record on the Record Date.
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF THE COMPANY'S REPORT ON
FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, TO THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION TO ANY PERSON REQUESTING IN
WRITING AND STATING THAT HE WAS THE BENEFICIAL OWNER OF COMMON STOCK OF THE
COMPANY ON JANUARY 5, 1996. THE COMPANY WILL ALSO FURNISH COPIES OF ANY
EXHIBITS TO THE FORM 10-K TO ELIGIBLE PERSONS REQUESTING EXHIBITS AT $0.50 PER
PAGE, PAID IN ADVANCE. THE COMPANY WILL INDICATE THE NUMBER OF PAGES TO BE
CHARGED FOR UPON WRITTEN INQUIRY. REQUESTS AND INQUIRIES SHOULD BE ADDRESSED
TO:
Investor Relations
Jacobs Engineering Group Inc.
251 South Lake Avenue
Pasadena, California 91101
Neither the annual report nor the Form 10-K is to be regarded as proxy
soliciting material or as a communication by means of which a solicitation of
proxies is to be made.
By Order of the Board of Directors
Robert M. Barton
Secretary
Pasadena, California
January 5, 1996
16
<PAGE>
- -------------------------------------------------------------------------------
PROXY
SOLICITED BY THE BOARD OF DIRECTORS OF JACOBS ENGINEERING GROUP INC.
ANNUAL MEETING OF SHAREHOLDERS--TUESDAY FEBRUARY 13, 1996
JACOBS ENGINEERING GROUP INC.
THE UNDERSIGNED hereby appoints Joseph J. Jacobs, Noel G. Watson and Robert
M. Barton his true and lawful proxies (with full power of substitution) to
vote in his name, place and stead all shares in Jacobs Engineering Group Inc.
that the undersigned owns or is entitled to vote at the Annual Meeting of
Shareholders to be held February 13, 1996, and at any adjournment thereof,
upon the matters listed below in accordance with the following instructions:
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. PLEASE SPECIFY CHOICES,
DATE, SIGN AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED IF RETURNED IN THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
Please mark
your votes as [X]
indicated in
this example
IF ANY OF THE FOLLOWING BOXES ARE CHECKED, THE SHARES COVERED BY THIS PROXY
WILL BE VOTED IN ACCORDANCE THEREWITH. IF NO BOX IS CHECKED UNDER ANY OF THE
FOLLOWING, THE SHARES WILL BE VOTED FOR THE PERSONS NOMINATED AS DIRECTORS BY
THE BOARD OF DIRECTORS AND FOR THE APPROVAL OF ITEMS 2 AND 3. ON OTHER MATTERS
PRESENTED, THE SHARES WILL BE VOTED IN ACCORDANCE WITH THE PROXIES' BEST
JUDGMENT.
1. ELECTION OF DIRECTORS
NOMINEES:
Joseph J. Jacobs, Dale R. Laurance and Linda Fayne Levinson as directors.
FOR WITHHELD
FOR ALL
[_] [_]
WITHHELD FOR: (Write that nominee's name in the space provided below).
- -------------------------------------------------------------------------------
2. To approve an increase in the number of shares reserved for the 1989
Employee Stock Purchase Plan.
[_] [_] [_]
FOR AGAINST ABSTAIN
3. To approve Ernst & Young LLP as auditors.
[_] [_] [_]
FOR AGAINST ABSTAIN
Receipt of the Jacobs Engineering Group Inc. Proxy Statement dated January 5,
1996 and Annual Report for the year ended September 30, 1995 is hereby
acknowledged. Please vote my (our) shares as indicated on the face of this
proxy.
Signature(s) ___________________________ Date ______________________________
NOTE: Attorneys, executors, trustees, etc. should show such capacity when
signing and unless the certificate(s) is (are) registered in their names,
should submit a Proxy from the record owner. Evidence of their authority
should accompany the Proxy. Joint owners should each sign individually.
