UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2001 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-7463 Jacobs Engineering Group Inc. (Exact name of Registrant as specified in its charter) Delaware 95-4081636 (State of incorporation) (I.R.S. employer identification number) 1111 South Arroyo Parkway, Pasadena, California 91105 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (626) 578-3500 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered ------------------- ------------------- Common Stock, $1 par value New York Stock Exchange Indicate by check-mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] YES [_] NO Indicate by check-mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of Form 10-K or any amendment to this Form 10-K. [_] ________________________ The aggregate market value of the Registrant's voting stock held by non-affiliates was approximately $1,621,922,000 as of December 20, 2001, based upon the last reported sales price on the New York Stock Exchange. For this purpose, the Registrant considers Dr. Joseph J. Jacobs to be its only affiliate. As of December 20, 2001, the Registrant had outstanding 26,900,429 shares of its common stock. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's definitive Proxy Statement issued in connection with its 2002 Annual Meeting of Shareholders (Part II and Part III). The purpose of this Amendment No. 1 is to amend Exhibit 13 to the Registrant's Annual Report on Form 10-K, filed with the Commission on December 21, 2001. The Registrant's consolidated statement of cash flows for the year ended September 30, 2001, which is included in Exhibit 13, has been modified to reflect certain reclassifications between additions and disposals of property and equipment. No other elements of the Registrant's consolidated financial statements are affected, and all other Exhibits to the Form 10-K are unchanged. PART IV Item 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (c) Exhibits: 13. Filed herewith is Exhibit C to the Registrant's Notice of 2002 Annual Meeting of Shareholders and Proxy Statement. This Exhibit C contains the consolidated financial statements and financial information of Jacobs Engineering Group Inc. and subsidiaries for the fiscal year ended September 30, 2001. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. JACOBS ENGINEERING GROUP INC. Dated: January 10, 2002 By: /s/ John W. Prosser, Jr. ------------------------------- John W. Prosser, Jr. Senior Vice President, Finance and Administration and Treasurer