Jabil Circuit Inc – ‘424B2’ on 6/6/00

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Document/Exhibit                   Description                      Pages   Size 

 1: 424B2       Jabil Circuit, Inc.                                   14     61K 

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                                              Filed Pursuant to Rule 424(b)(2)
                                          Registration Statement No. 333-91719

PROSPECTUS SUPPLEMENT                         [Thomas Weisel Partners LLC Logo] 

(To prospectus dated May 19, 2000)                                              

Jabil Logo

13,000,000 Shares 
Common Stock

--------------------------------------------------------------------------------

This is an offering of shares of common stock of Jabil Circuit, Inc. We are     
offering 13,000,000 shares in this offering.                                    

Our common stock is traded on the New York Stock Exchange under the symbol      
"JBL." On June 5, 2000, the last reported sale price of our common stock on the 
New York Stock Exchange was $42.75 per share.                                   
--------------------------------------------------------------------------------
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 6.     
--------------------------------------------------------------------------------

                                                                [Download Table]

                                        Per Share      Total    
                                                                
Public offering price                    $41.75     $542,750,000
Underwriting discounts and commissions   $ 1.25     $ 16,250,000
Proceeds, before expenses, to us         $40.50     $526,500,000

Neither the Securities and Exchange Commission nor any state securities         
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the prospectus to which it relates is truthful or      
complete. Any representation to the contrary is a criminal offense.             

The shares of common stock will be ready for delivery in New York, New York on  
or about June 9, 2000.                                                          
--------------------------------------------------------------------------------

THOMAS WEISEL PARTNERS LLC

The date of this prospectus supplement is June 6, 2000.                         

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TABLE OF CONTENTS 

                                                                [Download Table]
                                           
        PROSPECTUS SUPPLEMENT          PAGE
SUMMARY..............................   S-3
USE OF PROCEEDS......................   S-6
DIVIDEND POLICY......................   S-6
PRICE RANGE OF COMMON STOCK..........   S-6
CAPITALIZATION.......................   S-7
SHARES ELIGIBLE FOR FUTURE SALE......   S-8
CERTAIN UNITED STATES FEDERAL TAX          
  CONSIDERATIONS FOR NON-UNITED            
  STATES HOLDERS.....................   S-9
UNDERWRITING.........................  S-12
LEGAL MATTERS........................  S-13
             PROSPECTUS                PAGE
ABOUT THIS PROSPECTUS................     3
JABIL CIRCUIT, INC...................     3
FORWARD-LOOKING STATEMENTS...........     5
RISK FACTORS.........................     6
USE OF PROCEEDS......................    10
RATIO OF EARNINGS TO FIXED CHARGES         
  AND PREFERRED STOCK DIVIDENDS......    10
THE SECURITIES.......................    11
DESCRIPTION OF DEBT SECURITIES.......    11
DESCRIPTION OF CAPITAL STOCK.........    32
DESCRIPTION OF DEPOSITARY SHARES.....    34
DESCRIPTION OF WARRANTS..............    37
PLAN OF DISTRIBUTION.................    38
LEGAL MATTERS........................    38
EXPERTS..............................    39
WHERE YOU CAN FIND ADDITIONAL              
  INFORMATION........................    39
INCORPORATION OF CERTAIN DOCUMENTS BY      
  REFERENCE..........................    39

------------------------- 

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS  
SUPPLEMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO   
PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS SUPPLEMENT MAY  
ONLY BE USED WHERE IT IS LEGAL TO SELL THESE SECURITIES. THE INFORMATION IN THIS
PROSPECTUS SUPPLEMENT MAY ONLY BE ACCURATE ON THE DATE OF THIS PROSPECTUS       
SUPPLEMENT.                                                                     

  When used in this prospectus supplement, the terms "Jabil," "we," "our,"
"us" and the "Company" refer to Jabil Circuit, Inc. and its subsidiaries.       

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SUMMARY 

 This summary is not complete and may not contain all of the information
that you should consider before investing in the common stock. To understand    
this offering fully, you should carefully read the entire prospectus supplement 
and the accompanying prospectus and the documents incorporated by reference.    

JABIL CIRCUIT, INC. 

 We are one of the leading worldwide independent providers of electronic
manufacturing services ("EMS"). We design and manufacture electronic circuit    
board assemblies and systems for major original equipment manufacturers ("OEMs")
in the communications, computer peripherals, personal computer, automotive and  
consumer products industries. We serve our OEM customers with dedicated work    
cell business units that combine high volume, highly automated continuous flow  
manufacturing with advanced electronic design and design for manufacturability  
technologies. Our customers currently include industry leaders such as Cisco    
Systems, Inc., Dell Computer Corporation, Gateway, Inc., Hewlett-Packard        
Company, Johnson Controls, Inc., Lucent Technologies Inc. and Quantum           
Corporation. For the fiscal year ended August 31, 1999, we achieved net revenues
of approximately $2.2 billion and net income of $84.8 million (restated to      
include the effect of the subsequent "GET Merger" (as defined below) that was   
accounted for as a pooling of interests). For the six months ended February 29, 
2000, we achieved net revenues of approximately $1.5 billion and net income of  
approximately $60.4 million.                                                    

     Subsequent to August 31, 1999, we completed three business combinations. On
September 1, 1999, we purchased EFTC Services, Inc. (the "EFTC Acquisition"), an
electronic product service and repair business. Operating as Jabil Global       
Services, Inc., we continue to offer repair and warranty services for existing  
and future customers from our hub-based operations in Memphis, Tennessee;       
Louisville, Kentucky; and Tampa, Florida. The acquisition was recorded as a     
purchase.                                                                       

   On September 13, 1999, we completed a merger with GET Manufacturing, Inc.
(the "GET Merger"), a China-based electronics manufacturing services provider.  
We believe that the acquisition establishes Jabil as a leading EMS provider in  
China. The operations currently service customers in the computer peripherals,  
medical instruments, telephony, set-top box and consumer market industries. The 
transaction was accounted for as a pooling of interests and, accordingly, our   
historical consolidated financial statements have been restated to include the  
accounts and results of operations of GET Manufacturing, Inc.                   

On February 1, 2000, we acquired the net assets of Bull Information   
Technology, an electronic manufacturing service provider. The business currently
operates from leased facilities in the City of Contagem, State of Minas Gerais, 
in Brazil. We are acquiring approximately 30 acres in Contagem and will be      
constructing a new facility to replace the currently leased operations.         

   The EMS industry has experienced rapid growth over the past several years
as an increasing number of OEMs have outsourced their manufacturing             
requirements. OEMs are turning to outsourcing in order to reduce product cost,  
achieve accelerated time-to-market and time-to-volume production, access        
advanced design and manufacturing technologies, improve inventory management and
purchasing power, reduce their capital investment in manufacturing facilities,  
and achieve parallel manufacturing of the same product throughout the world. We 
believe that further growth opportunities exist for EMS providers to penetrate  
the worldwide electronics markets.                                              

   We offer our customers complete turnkey EMS solutions that are responsive
to their outsourcing needs. Our work cell business units are capable of         
providing:                                                                      

- integrated design and engineering services                          

- component selection, sourcing and procurement                       

- automated assembly                                                  

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- design and implementation of product testing                        

- parallel global production                                          

- systems assembly and direct order fulfillment services              

- repair and warranty services                                        

   We currently conduct our operations in facilities that are located in the
United States, China, Italy, Malaysia, Mexico, Brazil and Scotland, and         
anticipate completing construction of a new facility in Tiszaujvaros, Hungary   
late in 2000. Our parallel global production strategy provides our customers    
with the benefits of improved supply-chain management, reduced inventory        
obsolescence, lowered transportation costs and reduced product fulfillment time.

We are focused on expanding our position as one of the leading global 
providers of electronic manufacturing services to major OEMs. To achieve this   
objective, we will continue implementing the following strategies:              

- ESTABLISH AND MAINTAIN LONG-TERM CUSTOMER RELATIONSHIPS.  Our core  
strategy is to establish and maintain long-term relationships with
     leading electronics companies in expanding industries with the size and
       growth characteristics that can benefit from highly automated, continuous
     flow and global manufacturing. Historically, we have derived a majority
      of our growth from existing customers. We focus on maintaining long-term
       relationships with our customers and seek to expand such relationships to
   include additional product lines and services. In addition, we have a
     focused effort to identify and develop relationships with new customers
who meet our profile.                                             

   - UTILIZE WORK CELL BUSINESS UNITS.  Each of our work cell business units
      is dedicated to one customer and operates with a high level of autonomy,
utilizing dedicated production equipment, production workers,     
   supervisors, buyers, planners and engineers. We believe our work cell
      business units promote increased responsiveness to our customers' needs,
  particularly as a customer relationship grows to multiple production
locations.                                                        

- EXPAND PARALLEL GLOBAL PRODUCTION.  Our ability to produce the same 
      product on a global scale is a significant requirement of our customers.
    We believe that parallel global production is a key strategy to reduce
       obsolescence risk and secure the lowest landed costs while simultaneously
   supplying products of equivalent or comparable quality throughout the
 world. Consistent with this strategy, we have expanded our existing
      Mexican facility, and, as part of the GET Merger, acquired manufacturing
operations in China and Mexico.                                   

- OFFER SYSTEMS ASSEMBLY AND DIRECT ORDER FULFILLMENT.  Our systems   
   assembly and direct order fulfillment services allow our customers to
    reduce product cost and risk of product obsolescence by reducing total
      work-in-process and finished goods inventory. We offer these services at
all of our manufacturing locations.                               

     - PURSUE SELECTIVE ACQUISITION OPPORTUNITIES.  An increasing number of OEMs
       are divesting internal manufacturing operations to EMS providers. In many
       of these situations, the OEM enters into a customer relationship with the
      EMS provider. Our acquisition strategy is focused on obtaining from OEMs
manufacturing operations with consistent growth and experienced   
management teams, and opportunities for long-term outsourcing     
relationships.                                                    

  Our principal executive offices are located at 10560 Ninth Street North,
St. Petersburg, Florida 33716, and our telephone number is (727) 577-9749. Our  
website is located at www.jabil.com. Information contained in our website is not
a part of this prospectus supplement or the accompanying prospectus or the      
documents incorporated by reference in this prospectus supplement or the        
accompanying prospectus.                                                        

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THE OFFERING

                                                        [Enlarge/Download Table]
                                                                                       
Total Common Stock Offered by Jabil........ 13,000,000 shares                          
Common Stock to be Outstanding After the                                               
  Offering(1).............................. 189,960,109 shares                         
Use of Proceeds............................ For repayment of outstanding borrowings    
                                            under our revolving credit facility ($225  
                                            million as of June 5, 2000), and the       
                                            remainder for capital expenditures and     
                                            general corporate purposes, including      
                                            increasing our working capital and possible
                                            acquisitions.                              
New York Stock Exchange symbol............. "JBL"                                      

---------------                                                                 

(1) This information is based on 176,960,109 shares outstanding at June 2, 2000,
    and it excludes 13,222,519 shares of our common stock issuable upon exercise
of outstanding options.                                                 

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USE OF PROCEEDS 

The net proceeds from the sale of the common stock, after deducting   
underwriting compensation and estimated fees and expenses, are expected to be   
approximately $525,350,000 and will be used to repay the outstanding borrowings 
under our $500,000,000 revolving credit facility with a syndicate of banks (the 
"Revolver"). At June 5, 2000, borrowings under the Revolver were $225,000,000   
and the effective interest rate was 7.45%. The Revolver expires on April 6, 2003
and outstanding borrowings are then due and payable. We intend to use the       
remaining net proceeds of the Offering for capital expenditures and general     
corporate purposes, including increasing our working capital and possible       
acquisitions. Pending such use, the net proceeds may be invested temporarily in 
cash and cash equivalents or short-term investments or used to reduce our       
short-term indebtedness.                                                        

DIVIDEND POLICY 

   We have never declared or paid cash dividends on our capital stock and do
not anticipate paying cash dividends in the foreseeable future. We intend to    
retain any future earnings for reinvestment in our business.                    

PRICE RANGE OF COMMON STOCK 

Prior to May 5, 1998, our common stock traded on the Nasdaq National  
Market. Since that date, our common stock has traded on the New York Stock      
Exchange under the symbol "JBL." The following table sets forth the range of    
high and low sale prices per share of our common stock as reported on the Nasdaq
National Market and the New York Stock Exchange for the fiscal periods          
indicated.                                                                      

                                                                [Download Table]

                                                               HIGH        LOW  
                                                              ------      ------
                                                                                
FISCAL YEAR 1998                                                                
     First quarter ended November 30, 1997..................  $18.00      $ 9.07
     Second quarter ended February 28, 1998.................  $14.19      $ 7.38
     Third quarter ended May 31, 1998.......................  $13.32      $ 7.47
     Fourth quarter ended August 31, 1998...................  $ 9.57      $ 5.75
FISCAL YEAR 1999                                                                
     First quarter ended November 30, 1998..................  $14.94      $ 5.75
     Second quarter ended February 28, 1999.................  $19.75      $14.13
     Third quarter ended May 31, 1999.......................  $27.10      $14.75
     Fourth quarter ended August 31, 1999...................  $27.69      $18.16
FISCAL YEAR 2000                                                                
     First quarter ended November 30, 1999..................  $36.19      $21.82
     Second quarter ended February 29, 2000.................  $39.66      $30.25
     Third quarter ended May 31, 2000.......................  $45.44      $28.13
     Fourth quarter (through June 5, 2000)..................  $47.00      $37.75

     On June 5, 2000, the last sale price of our common stock as reported on the
New York Stock Exchange was $42.75 per share, and on June 2, 2000 there were    
2,065 holders of record of our common stock.                                    

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CAPITALIZATION

   The following table sets forth our capitalization as of February 29, 2000
(1) on an actual basis and (2) as adjusted to reflect this offering of our      
common stock and the application of the net proceeds from this offering as set  
forth under "Use of Proceeds". This table should be read in conjunction with our
consolidated financial statements and related notes that we have incorporated by
reference in the accompanying prospectus.                                       

                                                        [Enlarge/Download Table]

                                                             AS OF FEBRUARY 29, 2000 
                                                             ------------------------
                                                              ACTUAL     AS ADJUSTED 
                                                             ---------   ------------
                                                                  (IN THOUSANDS)     
                                                                                     
Current installments of long-term debt...................... $  8,333     $    8,333 
                                                             ========     ========== 
Long-term debt, less current installments:                                           
  Revolving credit facility.................................   95,000(1)          -- 
  6.89% Senior Notes due 2004...............................   33,333         33,333 
          Total long-term debt..............................  128,333         33,333 
Stockholders' equity:                                                                
  Preferred stock, 10,000,000 shares ($.001 par value)                               
     authorized, none issued and outstanding................       --             -- 
  Common stock, 250,000,000 shares ($.001 par value)                                 
     authorized, 175,268,000 shares issued and outstanding;                          
     189,960,109 shares issued and outstanding as                                    
     adjusted(2)............................................      175            190 
Additional paid-in capital..................................  306,658        831,994 
Retained earnings...........................................  341,590        341,590 
Accumulated other comprehensive expense.....................     (542)          (542)
                                                             --------     ---------- 
Net stockholders' equity....................................  647,882      1,173,232 
                                                             --------     ---------- 
          Total capitalization.............................. $784,548     $1,214,898 
                                                             ========     ========== 

---------------                                                                 

(1) At June 5, 2000, borrowings under the revolving credit facility were        
$225,000,000.                                                           
(2) All outstanding share numbers exclude 13,222,519 shares subject to          
    outstanding options under our benefit plans. The as adjusted numbers include
468,339 shares of common stock issued pursuant to the exercise of stock 
options between February 29, 2000 and June 5, 2000.                     

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SHARES ELIGIBLE FOR FUTURE SALE 

   Once the Offering made by this prospectus supplement is complete, we will
have 189,960,109 shares of common stock outstanding. Of these shares,           
approximately 147,064,293 shares will be freely tradeable without restriction or
registration under the Securities Act by persons who are not "affiliates" of    
Jabil, as defined in the Securities Act. The remaining approximately 42,895,816 
shares of common stock outstanding will be "restricted securities" as defined by
Rule 144.                                                                       

     In general, under Rule 144, a person, or a group of persons if their shares
are required to be aggregated, who for at least one year has beneficially owned 
shares of our common stock that have not been registered under the Securities   
Act or that were acquired from one of our "affiliates" as defined under the     
Securities Act is entitled to sell shares of common stock subject to certain    
limitations. The person or group may not sell within any three-month period a   
number of shares that is more than the greater of (1) one percent of the number 
of then outstanding shares of our common stock and (2) the average weekly       
reported trading volume during the four calendar weeks preceding the sale. The  
sales of the person or group under Rule 144 also are subject to notice          
requirements and to there being current information publicly available about    
Jabil. Also, these sales must be made in unsolicited brokers' transactions or to
a market maker.                                                                 

A person, or a group of persons if their shares are required to be    
aggregated, who is not our "affiliate" during the three months preceding a sale 
and who had beneficially owned shares of our common stock for at least two years
is entitled to sell those shares without regard to the volume, notice,          
information and manner of sale provisions of Rule 144.                          

  As of June 2, 2000, we had reserved an aggregate of 13,222,519 shares of
our common stock for issuance upon the exercise of outstanding options granted  
to our employees and directors. Except for any shares held by persons that are  
our "affiliates" as defined under the Securities Act, shares issued upon        
exercise of these options are freely tradeable.                                 

  We cannot predict the effect, if any, that sales of shares of our common
stock or the availability of shares of our common stock for sale will have on   
the prevailing market price of our common stock. However, sales of significant  
amounts of our common stock, or the perception that significant sales of our    
common stock may occur, could adversely affect the prevailing market price of   
our common stock. Significant sales of shares of our common stock could also    
impair our ability to raise capital by issuing additional equity securities.    

    In lock-up agreements entered into in connection with the Offering, two of
our existing executive officers/directors have agreed, for a lock-up period of  
60 days after the date of this prospectus supplement, not to make certain       
dispositions of any shares of our common stock. The executive officers/directors
who have executed these lock-up agreements hold in aggregate approximately      
37,027,850 shares of our common stock. The persons subject to these lock-up     
agreements have agreed, subject to certain exceptions, not to directly or       
indirectly:                                                                     

 - offer, pledge, sell, contract to sell, sell any option or contract to
    purchase, purchase any option or contract to sell, grant any option or
       right or warrant for the sale of, or otherwise dispose of or transfer, in
       any way, any shares of our common stock or securities convertible into or
     exchangeable or exercisable for shares of our common stock, whether now
   owned or later acquired by the person executing the agreement or with
    respect to which the person executing the agreement later acquires the
power of disposition                                              

    - file a registration statement under the Securities Act for the foregoing

 - enter into any swap or other agreement that transfers, in whole or in
     part, the economic consequence of ownership of our common stock whether
any such swap or transaction is to be                             

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 settled by delivery of common stock or other securities, in cash or
   otherwise without the prior written consent of Thomas Weisel Partners
LLC.                                                              

The restrictions of the lock-up agreements do not apply:              

- to the sale to the underwriter of the shares of common stock in this
Offering                                                          

   - to the issue of shares of common stock upon the exercise of outstanding
stock options                                                     

- to the issue of options pursuant to our stock option plans          

  - to the sale of up to 200,000 shares of common stock by each of the two
   executive officers/directors who have executed the lock-up agreements

CERTAIN UNITED STATES FEDERAL TAX 
CONSIDERATIONS FOR NON-UNITED STATES HOLDERS

  The following is a general discussion of some of the U.S. federal income
and estate tax consequences of the ownership and disposition of Jabil's common  
stock applicable to non-U.S. holders. A non-U.S. holder is generally an         
individual, corporation, estate or trust other than:                            

    - an individual who is a citizen or resident of the United States for U.S.
federal income tax purposes;                                      

     - a corporation created or organized in the United States or under the laws
of the United States or of any political subdivision thereof;     

 - an estate whose income is includable in gross income for U.S. federal
income tax purposes regardless of its source; and                 

   - a trust, if, in general (i) a court within the U.S. is able to exercise
      primary supervision over its administration and one or more U.S. persons
     have authority to control all of its substantial decisions or (ii) such
 trust has a valid election in effect under applicable U.S. Treasury
regulations to be treated as a U.S. person.                       

The following discussion is based on provisions of the U.S. Internal  
Revenue Code of 1986, as amended, applicable Treasury regulations, and          
administrative and judicial interpretations as of the date of this prospectus   
supplement, all of which are subject to change, possibly with retroactive       
effect. The following summary is for general information and applies only to    
non-U.S. holders that hold Jabil's common stock as a capital asset. In addition,
this discussion does not apply to persons holding Jabil's shares through a      
partnership or other pass-through entity. If you are a non-U.S. holder, you     
should consult a tax advisor on the U.S. federal tax consequences of holding and
disposing of Jabil's common stock with respect to your particular circumstances,
for example, if you are a former citizen or resident of the United States, as   
well as any tax consequences under the laws of any U.S. state or local or       
non-U.S. taxing jurisdiction.                                                   

DIVIDENDS                                                                       

Dividends paid to a non-U.S. holder of common stock generally will be 
subject to withholding of U.S. federal income tax at a 30% rate or a lower rate 
that an applicable income tax treaty may specify. Non-U.S. holders should       
consult their tax advisors on their entitlement to benefits under a relevant    
income tax treaty.                                                              

   Dividends that are effectively connected with a non-U.S. holder's conduct
of a trade or business in the U.S. are generally subject to U.S. federal income 
tax on a net income basis at regular graduated rates, but are not generally     
subject to the 30% withholding tax if the non-U.S. holder files an appropriate  
IRS form with the withholding agent. Any U.S. trade or business income received 
by a non-U.S. holder that is a corporation may, under specific circumstances, be
subject to an additional branch profits tax at a 30% rate or a lower rate that  
an applicable income tax treaty may specify.                                    

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    Dividends paid prior to January 1, 2001 to an address in a foreign country
are presumed, absent actual knowledge to the contrary, to be paid to a resident 
of that country for purposes of the withholding discussed above and for purposes
of determining the applicability of an income tax treaty rate. For dividends    
paid after December 31, 2000 a non-U.S. holder of common stock that claims the  
benefit of an income tax treaty rate generally will be required to satisfy      
applicable certification and other requirements.                                

  A non-U.S. holder of common stock that is eligible for a reduced rate of
U.S. withholding tax under an income tax treaty may obtain a refund or credit of
any excess amounts withheld by filing an appropriate claim for a refund with the
IRS.                                                                            

DISPOSITION OF COMMON STOCK                                                     

    A non-U.S. holder generally will not be subject to U.S. federal income tax
in respect of gain recognized on a disposition of common stock unless:          

     - the gain is effectively connected with a U.S. trade or business, in which
      case the gain will be taxed on a net income basis at graduated rates and
   the branch profits tax may also apply to a corporate non-U.S. holder;

    - the non-U.S. holder is an individual who is present in the United States
   for 183 or more days in the taxable year of the disposition and meets
       certain other requirements, in which case the gain will be taxed at a 30%
rate;                                                             

     - the non-U.S. holder is subject to U.S. tax under provisions applicable to
      certain U.S. expatriates (including certain former citizens or residents
of the United States); or                                         

  - Jabil is or has been a U.S. real property holding corporation for U.S.
federal income tax purposes at any time during the shorter of the 
five-year period ending on the date of disposition or the non-U.S.
holder's holding period for the common stock.                     

    The tax relating to stock in a U.S. real property holding corporation does
not apply to a non-U.S. holder whose holdings, actual and constructive, at all  
times during the applicable period, amount to 5% or less of the common stock,   
provided that the common stock is regularly traded on an established securities 
market. Generally, a corporation is a U.S. real property holding corporation if 
the fair market value of its U.S. real property interests equals or exceeds 50% 
of the sum of the fair market value of its worldwide real property interests and
its other assets used or held for use in a trade or business. Jabil believes    
that it has not been, is not, and does not anticipate becoming, a U.S. real     
property holding corporation for U.S. federal income tax purposes.              

FEDERAL ESTATE TAXES                                                            

   Common stock owned or treated as owned by an individual who is a non-U.S.
holder at the time of death will be included in the individual's gross estate   
for U.S. federal estate tax purposes and may be subject to U.S. federal estate  
tax, unless an applicable estate tax treaty provides otherwise.                 

INFORMATION REPORTING REQUIREMENTS AND BACKUP WITHHOLDING TAX                   

  Under specific circumstances, the IRS requires information reporting and
backup withholding at a rate of 31% on specific payments on common stock. Under 
currently applicable regulations, non-U.S. holders of common stock generally    
will be exempt from information reporting and backup withholding on dividends   
paid prior to January 1, 2001 to an address outside the U.S. For dividends paid 
after December 31, 2000, a non-U.S. holder of common stock that fails to certify
its non-U.S. holder status under applicable Treasury regulations may be subject 
to information reporting and backup withholding at a rate of 31% on payments of 
dividends.                                                                      

 Under regulations currently in effect, the payment of proceeds from the
disposition of common stock to or through a United States office of a broker    
will be subject to information reporting and backup withholding unless the      
beneficial owner, under penalty of perjury, certifies, among other things, its  
status as                                                                       
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a non-U.S. holder or otherwise establishes an exemption. The payment of proceeds
from the disposition of common stock to or through a non-U.S. office of a       
non-U.S. broker generally will not be subject to backup withholding and         
information reporting except as noted below. In the case of proceeds from a     
disposition of common stock paid to or through a non-U.S. office of a broker    
that is: (1) a United States person, (2) a "controlled foreign corporation" for 
United States federal income tax purposes, or (3) a foreign person 50.0% or more
of whose gross income from certain periods is effectively connected with a      
United States trade or business, information reporting (but not backup          
withholding) will apply unless the broker has documentary evidence in its files 
that the owner is a non-U.S. holder (and the broker has no actual knowledge to  
the contrary).                                                                  

    Under regulations generally effective for payments made after December 31,
2000, the payment of dividends or the payment of proceeds from the disposition  
of common stock to a non-U.S. holder to or through a broker having certain      
enumerated connections with the United States may be subject to information     
reporting and backup withholding at a rate of 31.0% unless such recipient       
provides to the payor certain documentation as to its status as a non-U.S.      
holder or otherwise establishes an exemption. Prospective investors should      
consult their tax advisors regarding the application of the such regulations to 
their particular circumstances.                                                 

     Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules from a payment to a non-U.S. holder will be refunded or
credited against the holder's U.S. federal income tax liability, if any, if the 
holder provides the required information to the IRS in a timely manner.         

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UNDERWRITING

    Under the terms and subject to the conditions contained in an underwriting
agreement which consists of a terms agreement and the underwriting agreement    
basic provisions, we have agreed to sell to Thomas Weisel Partners LLC (the     
"underwriter"), and the underwriter has agreed to purchase all of the shares of 
the common stock. The underwriting agreement provides that the underwriter is   
obligated to purchase all of the shares of common stock offered hereby if any   
are purchased.                                                                  

The underwriter proposes to offer the common stock initially at the   
offering price on the cover page of this prospectus supplement. After the       
initial public offering, the public offering price may be changed.              

The following table shows (1) the per share and total public offering 
price, (2) the underwriting discounts and commissions to be paid by Jabil to the
underwriter and (3) the proceeds before expenses to Jabil.                      

                                                                [Download Table]

                                                             PER SHARE     TOTAL    
                                                             ---------  ------------
                                                                                    
Public offering price.......................................  $41.75    $542,750,000
Underwriting discounts and commissions......................  $ 1.25    $ 16,250,000
Proceeds, before expenses, to Jabil.........................  $40.50    $526,500,000

We estimate that our out-of-pocket expenses (exclusive of underwriting
discounts and commissions) for this offering will be approximately $1,150,000.  

     The shares of common stock are being offered by the underwriter, subject to
prior sale, when, as and if issued to and accepted by it, subject to approval of
certain legal matters by counsel for the underwriter and certain other          
conditions. The underwriter reserves the right to withdraw, cancel or modify    
such offer and to reject orders in whole or in part.                            

   We have agreed to indemnify the underwriter against liabilities under the
Securities Act of 1933 or to contribute to payments which the underwriter may be
required to make in respect thereof.                                            

    Jabil and certain of its executive officers/directors have agreed, subject
to certain exceptions, not to directly or indirectly (1) offer, pledge, sell,   
contract to sell, sell any option or contract to purchase, purchase any option  
or contract to sell, grant any option, right or warrant for the sale of or      
otherwise dispose of or transfer any shares of common stock or securities       
convertible into or exchangeable or exercisable for or repayable with common    
stock, whether now owned or thereafter acquired by the person executing the     
agreement or with respect to which the person executing the agreement thereafter
acquires the power of disposition, or file a registration statement under the   
Securities Act of 1933 with respect to the foregoing or (2) enter into any swap 
or other agreement that transfers, in whole or in part, the economic            
consequences of ownership of common stock or such other securities, in cash or  
otherwise, without the prior written consent of the underwriter, for a period of
60 days after the date of this prospectus (90 days, in the case of Jabil). In   
the case of each executive officer/director, notwithstanding the foregoing      
provisions, the executive officer/director may sell up to 200,000 shares during 
the 60-day period. See the "Shares Eligible for Future Sale" section of this    
prospectus supplement.                                                          

 Jabil's common stock is listed on the New York Stock Exchange under the
symbol "JBL."                                                                   

    The underwriter may engage in over-allotment, stabilizing transactions and
covering transactions in accordance with Regulation M under the Securities      
Exchange Act of 1934. Such transactions consist of bids or purchases for the    
purpose of pegging, fixing or maintaining the price of the common stock.        

- Over-allotment involves sales in excess of the offering size, which 
creates a short position.                                         

    - Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.

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   - Covering transactions involve purchases of the common stock in the open
      market after the distribution has been completed in order to cover short
positions.                                                        

     Such stabilizing transactions and covering transactions may cause the price
of the common stock to be higher than it would otherwise be in the absence of   
such transactions. Neither Jabil nor the underwriter makes any representation or
prediction as to the direction or magnitude of any effect that the transactions 
described above may have on the price of the common stock. In addition, neither 
Jabil nor the underwriter makes any representation that the underwriter will    
engage in such transactions or that such transactions, if commenced, will not be
discontinued without notice.                                                    

 The underwriter and/or its affiliates have provided in the past and may
provide in the future investment and commercial banking and other related       
services to Jabil in the ordinary course of business for which the underwriter  
and/or its affiliates have received or may receive customary fees and           
reimbursement of their out-of-pocket expenses.                                  

    Purchasers of the shares of common stock offered hereby may be required to
pay stamp taxes and other charges in accordance with the laws and practices of  
the country of purchase in addition to the offering price set forth on the cover
page hereof.                                                                    

   Thomas Weisel Partners LLC, the underwriter, was organized and registered
as a broker-dealer in December 1998. Since December 1998, Thomas Weisel Partners
has been named as a lead or co-manager on 162 filed public offerings of equity  
securities, of which 114 have been completed, and has acted as a syndicate      
member in an additional 95 public offerings of equity securities. Thomas Weisel 
Partners does not have any material relationship with us or any of our officers,
directors or other controlling persons, except with respect to its contractual  
relationship with us pursuant to the underwriting agreement entered into in     
connection with this offering.                                                  

LEGAL MATTERS 

    Certain legal matters with respect to the validity of the shares of common
stock offered hereby will be passed upon for Jabil by Holland & Knight LLP,     
Tampa, Florida. Certain legal matters related to the Offering will be passed    
upon for the underwriter by Brown & Wood LLP, New York, New York.               

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PROSPECTUS SUPPLEMENT   June 6, 2000          [Thomas Weisel Partners LLC Logo] 

Jabil Logo  

13,000,000 Shares 
Common Stock  

THOMAS WEISEL PARTNERS LLC  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B2’ Filing		Date		First		Last			Other Filings
		4/6/03		6
		1/1/01		10
		12/31/00		10		11
		6/9/00		1
Filed on:		6/6/00		1		14			8-K
		6/5/00		1		7
		6/2/00		5		8
		5/31/00		6					10-Q
		5/19/00		1
		2/29/00		3		7			10-Q
		2/1/00		3
		11/30/99		6					10-Q
		9/13/99		3					8-K,  8-K/A
		9/1/99		3
		8/31/99		3		6			10-K405,  S-8
		5/31/99		6					10-Q
		2/28/99		6					10-Q
		11/30/98		6					10-Q,  NT 10-K
		8/31/98		6					10-K,  NT 10-K
		5/31/98		6					10-Q
		5/5/98		6
		2/28/98		6					10-Q
		11/30/97		6					10-Q
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