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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) November 30, 2000
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Fluor Corporation
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(Exact name of registrant as specified in charter)
Delaware 001-16129 33-0927079
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(State or other jurisdiction of (Commission file (IRS employer
incorporation) number) identification no.)
One Enterprise Drive, Aliso Viejo, California 92656-2606
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (949) 349-2000
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Not applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On November 30, 2000, the Board of Directors of "old" Fluor Corporation
("Old Fluor") formally approved the distribution to the holders of common stock
of Old Fluor (the "Distribution") of all of the common stock of "new" Fluor
Corporation (the "Registrant"). The Distribution was accomplished by the
declaration by the Board of Directors of Old Fluor of a special dividend payable
to each holder of record of Old Fluor's common stock at the close of business on
November 30, 2000 (the "Record Date") of one share of the Registrant's common
stock for every share of Old Fluor's common stock held by such holder at the
close of business on the Record Date. Old Fluor has received a ruling from the
Internal Revenue Service to the effect that the Distribution will be tax-free to
Old Fluor and its shareholders.
As a result of the Distribution, Old Fluor has been separated into two
independent publicly traded companies: the Registrant and Old Fluor, now known
as Massey Energy Company. The Registrant is a leading professional services
company offering a diverse range of value-added, knowledge-based services, from
traditional engineering, procurement and construction to total asset management.
Massey Energy Company is a leader in the U.S. coal industry that produces high-
quality, low sulfur coal for electric-generation, steel-making and a variety of
industrial applications.
Shares of the Registrant's common stock are listed on the New York Stock
Exchange, Inc. (the "NYSE") under the temporary symbol "FLRWI". On and after
December 22, 2000, shares of the Registrant's common stock will trade on the
NYSE under the symbol "FLR".
As a result of the Distribution, Old Fluor no longer has any ownership
interest in the Registrant. In addition, the Registrant does not have any
ownership interest in Old Fluor.
The Registrant and Old Fluor have entered into certain agreements governing
the relationship between the Registrant and Old Fluor after the Distribution and
providing for the allocation of tax, employee benefits and certain other assets
and liabilities and obligations arising from periods prior to the Distribution,
including contingent liabilities relating to certain litigation. The Registrant
has also adopted several stock-based compensation plans in connection with the
Distribution. Certain of these agreements and plans have been updated and are
filed as Exhibits 10.1 to 10.4 to this Form 8-K.
Item 7. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The information included in the section of the Proxy Statement of Old
Fluor, dated November 1, 2000 and attached as Annex A to the Form 10/A filed by
New Fluor on November 21, 2000 (the "Proxy Statement"), entitled "New Fluor
Corporation Unaudited Pro Forma Financial Statements" is incorporated herein by
reference. A copy of the Proxy Statement is filed as Exhibit 99.1 to this Form
8-K. Readers should note that notwithstanding the legal form of the Distribution
described above, whereby Old Fluor "spun-off" the Registrant, because of the
relative significance of the Registrant's business to Old Fluor, the Registrant
is being treated as the "accounting successor" to Old Fluor for financial
reporting purposes.
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(c) Exhibits
10.1* Distribution Agreement, dated as of November 30, 2000,
between the Registrant and Massey Energy Company (formerly
known as Fluor Corporation)
10.2** Tax Sharing Agreement, dated as of November 30, 2000,
between the Registrant, Massey Energy Company (formerly
known as Fluor Corporation) and A.T. Massey Coal Company,
Inc.
10.3*** Fluor Corporation 2000 Executive Performance Incentive Plan
10.4**** Fluor Corporation 2000 Restricted Stock Plan for Non-
Employee Directors
99.1 Proxy Statement of Old Fluor, dated November 1, 2000
* Supersedes form of agreement filed as Exhibit 10.1 to the Registrant's Form
10/A on November 21, 2000.
** Supersedes form of agreement filed as Exhibit 10.2 to the Registrant's Form
10/A on November 21, 2000.
*** Supersedes Exhibit 10.7 to the Registrant's Form 10/A filed on November 21,
2000.
**** Supersedes Exhibit 10.8 to the Registrant's Form 10/A filed on November 21,
2000.
Item 8. Change in Fiscal Year.
The Registrant has determined to change its fiscal year end from October 31
to December 31. The date of determination of such change was November 30, 2000.
The Registrant will file on Form 10-Q a report covering the transition period
between the fiscal year ending October 31, 2000 and the fiscal year beginning
January 1, 2001.
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SIGNATURE
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 hereunto duly authorized.
Date: December 7, 2000
FLUOR CORPORATION
By: /s/ Lawrence N. Fisher
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Name: Lawrence N. Fisher
Title: Senior Vice President - Law
and Secretary
