8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or Section 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 21, 2010

Jacobs Engineering Group Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

1-7463	95-4081636
(Commission File Number)	(IRS Employer Identification No.)

1111 S. Arroyo Parkway, Pasadena, California	91105
(Address of principal executive offices)	(Zip Code)

(626) 578-3500

Registrant’s telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On December 21, 2010, Jacobs Engineering Group Inc., along with certain of its subsidiaries (collectively, the “Company”), entered into a Share Purchase Agreement (the “Agreement”) with Aker Solutions ASA and certain of its subsidiaries (collectively, “Aker”) pursuant to which the Company will acquire certain components of Aker’s process and construction business for $675 million in cash, adjusted for cash and debt acquired (the “Acquisition”).

The acquired business provides engineering, design, procurement, construction and project management, as well as consulting and maintenance, services in the mining and metals, oil and gas, and energy and environmental end-markets. Additionally, the acquired business owns and develops technologies and fabrication of specialty acid and chemical equipment for the mining, chemicals, water treatment and pulp and paper markets. The activities of the acquired business are carried on principally in the United States, South America, China, Australia and Western Europe.

Under the terms of the Agreement, which has been approved by the boards of directors of both the Company and Aker, the parties have agreed to customary representations and warranties, covenants and indemnification obligations. Aker has also agreed to certain non-competition arrangements. The Acquisition is not subject to approval by the stockholders of either the Company or Aker.

The consummation of the Acquisition is subject to customary closing conditions, including the expiration or termination of any required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, certain other non-U.S. competition filings, completion of certain corporate reorganization matters on the part of Aker, and the delivery of certain ancillary documents and agreements. The parties currently expect that the Acquisition will close during the Company’s second fiscal quarter ending March 31, 2011.

The Agreement may be terminated by the Company if Aker’s warranties are untrue or become untrue in any material respect prior to closing, or in the event of a material breach by Aker of the Agreement. The Company may also terminate the Agreement in the event of certain material adverse effects on the acquired business.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on December 21, 2010 announcing its entry into the Agreement. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference. The information disclosed in this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information disclosed in this Item 7.01, including Exhibit 99.1 hereto, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language contained in such filing, but except as shall be expressly set forth by specific reference to this Item 7.01, including Exhibit 99.1 hereto, in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits *

99.1 Press Release of the Company dated December 21, 2010 announcing its entry into the Agreement.

* The information contained in Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in Exhibit 99.1 hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language contained in such filing, but except as shall be expressly set forth by specific reference to Exhibit 99.1 in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

December 22, 2010	JACOBS ENGINEERING GROUP INC.
	By:	/s/ Thomas R. Hammond
	Name:	Thomas R. Hammond
	Title:	Executive Vice President, Operations

Exhibit Index

Exhibit No. *
99.1	Press Release of the Company dated December 21, 2010 announcing its entry into the Agreement.

* The information contained in Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in Exhibit 99.1 hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language contained in such filing, but except as shall be expressly set forth by specific reference to Exhibit 99.1 in such filing.

EX-99.1

Exhibit 99.1

  Press Release 1111 South Arroyo Parkway 91105     PO Box 7084                                        Pasadena, California 91109-7084       1.626.578.3500  Fax 1.626.568.7144 

FOR IMMEDIATE RELEASE December 21, 2010

For additional information contact:

John W. Prosser, Jr.

Executive Vice President, Finance and Administration

626.578.6803

Jacobs Announces Definitive Agreement to Acquire Aker Solutions’

Process and Construction Business

Acquisition Significantly Expands Presence in the Mining and Metals Market

PASADENA, CALIF.—Jacobs Engineering Group Inc. (NYSE:JEC) announced today that it has reached a definitive agreement with Aker Solutions ASA (Aker) to purchase a number of Aker’s operations within its Process and Construction (P&C) business area.

The cash purchase price is estimated to be $675 million, adjusted for cash and debt acquired. The transaction is subject to various regulatory approvals and closing conditions, and it is expected to close in the second quarter of fiscal 2011. The transaction is expected to be modestly accretive to earnings in 2011.

Aker Solutions’ P&C operations significantly expand Jacobs’ global presence in the mining and metals market; provide a new geographic region with South America; and strengthen Jacobs’ presence in China. Jacobs’ regional presence in Australia, Europe and North America is also enhanced as a result of the transaction.

Jacobs President and Chief Executive Officer Craig Martin said, “We are acquiring solid businesses with a history of good performance. Additionally, P&C’s talented employees and strong client relationships align well with our relationship-based business model. This acquisition allows us to further diversify our services and drive greater growth in our business.”

Gary Mandel, executive vice president, Aker Solutions’ Process and Construction business area, is expected to follow the P&C business into Jacobs. Mandel stated,”Over the last few years, our business area has continued to develop into a global project execution leader. Through Jacobs, we have access to a much wider global resource base that enables us to enhance our service offerings for customers and provide more opportunities for employees.”

Jacobs is one of the world’s largest and most diverse providers of technical, professional and construction services.

Aker Solutions ASA, through its subsidiaries and affiliates, is a leading global provider of engineering and construction services, technology products and integrated solutions. Aker Solutions’ P&C business area serves several industries, including onshore oil and gas, refining & chemicals, mining & metals and energy & environmental.

  Press Release 1111 South Arroyo Parkway 91105     PO Box 7084                                        Pasadena, California 91109-7084       1.626.578.3500  Fax 1.626.568.7144 

Cautionary Statement Regarding Forward-Looking Statements

Any statements made in this release that are not based on historical fact are forward-looking statements. Although such statements are based on management’s current estimates and expectations, and currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain. We, therefore, caution the reader that there are a variety of factors that could cause business conditions and results to differ materially from what is contained in our forward-looking statements. For a description of some of the factors which may occur that could cause actual results to differ from our forward-looking statements please refer to our 2010 Form 10-K, and in particular the discussions contained under Items 1—Business,
1A—Risk Factors, 3—Legal Proceedings, and 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations. We also caution the readers of this release that we do not undertake to update any forward-looking statements made herein.

In addition, factors, risks and uncertainties that may affect Jacobs’ ability to consummate the proposed acquisition include, but are not limited to: (i) the failure of any conditions to completing the proposed acquisition that will not be satisfied prior to closing, including with respect to the receipt of any necessary consents; (ii) the restrictions and limitations on the conduct of the process and construction business prior to the consummation of the proposed acquisition; (iii) uncertainties as to the timing of the consummation of the proposed acquisition; (iv) the occurrence of any event, change or other circumstances that could result in the proposed acquisition not being consummated; and (v) other risks not yet determined.