<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 9, 1998
_______________
JACOBS ENGINEERING GROUP INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 1-7463 95-4081636
- --------------------------------------------------------------------------------
(State of (Commission File (I.R.S. Employer
Incorporation) File Number) Identification
Number)
1111 S. Arroyo Parkway, Pasadena CA 91105
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(626) 578 - 3500
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Page 1 of 3 pages
<PAGE>
ITEM 5. OTHER EVENTS.
On December 9, 1998, the Registrant announced it had signed an agreement in
principle for its merger with Sverdrup Corporation. The transaction is subject
to the execution of a definitive agreement and satisfaction of customary closing
conditions, including the approval of Sverdrup's shareholders, as well as the
expiration or termination of the Hart-Scott-Rodino Act waiting period.
The parties expect the transaction to close in January 1999. At closing, the
Registrant will pay total consideration of approximately $200.0 million in cash
to the shareholders of Sverdrup.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press release dated December 9, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Jacobs Engineering Group Inc.
/s/ John W. Prosser, Jr.
___________________________
John W. Prosser, Jr.
Senior Vice President, Finance
and Administration and Treasurer
Date: December 14, 1998
Page 2 of 3 pages
<PAGE>
EXHIBIT 99.1
------------
For additional information, contact: December 9, 1998
John W. Prosser, Jr.
Senior Vice President
Finance and Administration
(626) 578-6803
Jacobs Engineering Group Inc.
Signs Agreement in Principle with Sverdrup Corporation
PASADENA, CALIF. - Jacobs Engineering Group Inc. (NYSE JEC) today
announced it has signed an agreement in principle for its merger with Sverdrup
Corporation. The transaction is subject to the execution of a definitive
agreement and satisfaction of customary closing conditions, including the
approval of Sverdrup's shareholders, as well as the expiration or termination of
the Hart-Scott-Rodino Act waiting period. The parties expect the transaction to
close in January 1999.
As a result of the transaction contemplated by the agreement in
principle, Jacobs will pay total consideration of approximately $200.0 million
in cash at closing to the shareholders of Sverdrup. Additional future
consideration, up to a maximum of approximately $30.0 million, could be paid by
Jacobs over the next three years if Jacobs stock price exceeds certain
thresholds as defined in the agreement in principle. Jacobs intends to use
existing cash and a new committed bank credit facility to finance this
transaction.
Jacobs reported consolidated revenues of $2.1 billion for its fiscal year
ended September 30, 1998. Sverdrup estimates that its consolidated revenues for
the calendar year ended December 31, 1998 will be approximately $1.0 billion.
The combined company would create a full-service engineering,
architecture, construction, maintenance, consulting and technology firm capable
of taking complete responsibility for complex projects from design to
construction to the operation of projects and facilities. The merged company
would command an even stronger domestic and international presence with on-site,
local resources backed by a network of worldwide offices and technical
expertise. With additional resources and complementary technical skills, the
merged company would be well positioned to expand its service offerings to a
broad mix of public and private clients.
Any statements made in this release that are not based on historical fact
are forward-looking statements. Any forward-looking statements made in this
release represent management's best judgment as to what may occur in the future.
However, Jacobs' and Sverdrup's actual outcome and results are not guaranteed
and are subject to certain risks, uncertainties and assumptions ("Future
Factors"), and may differ from what is expressed. For a description of Future
Factors that could cause actual results to differ materially from such forward-
looking statements, see the discussion in the Jacobs' Form 10-Q for the
quarterly period ended December 31, 1997 in Item 2 under the section entitled
"Forward-Looking Statements."
Page 3 of 3 pages
