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 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