<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 12, 1995
REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
FLUOR CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-0740960
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3333 MICHELSON DRIVE 92730
IRVINE, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
----------------
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(FULL TITLE OF THE PLAN)
----------------
LAWRENCE N. FISHER
VICE PRESIDENT-CORPORATE LAW AND ASSISTANT SECRETARY
3333 MICHELSON DRIVE, IRVINE, CALIFORNIA 92730
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(714) 975-6995
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE PRICE FEE
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock par value
$.625 per share 25,000 shares(1) $49.4375(2) $1,235,938 $427
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) There is also being registered hereunder such additional shares as may be
issued pursuant to the antidilution provisions of the Plan.
(2) Cannot be specified at this time, but will be determined pursuant to the
terms of the Plan. Amounts shown are estimated solely for purposes of
computing the registration fee.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
FLUOR STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
FORM S-8 ITEM LOCATION IN PROSPECTUS
------------- ----------------------
<C> <S> <C>
1. Forepart of the Registration
Statement and outside Front
Cover Page of Prospectus.... Facing Page of Registration Statement;
Cover Page of Prospectus ("Cover")
2. Inside Front and Outside Back
Cover Pages of Prospectus... Inside Front and Outside Back Cover Page of
Prospectus; Table of Contents; Available
Information; Information Incorporated by
Reference
3. General Plan Information..... Cover; The Company; The Plan (General;
Purpose; Duration, Administration,
Modification, Termination; Eligible
Directors)
4. Securities to be Offered and
Employees Who May
Participate in the Plan..... Cover; The Plan (Duration, Administration,
Modification, Termination; Securities
Subject to the Plan; Eligible Directors)
5. Purchase of Securities
Pursuant to the Plan........ The Plan (Duration, Administration,
Modification, Termination; Securities
Subject to the Plan;
Award of Restricted Stock)
6. Payment for Securities
Offered..................... The Plan (Award of Restricted Stock)
7. Resale Restrictions.......... *
8. Tax Effects of Plan
Participation............... The Plan (Federal Income Tax Consequences)
9. Investment of Funds.......... *
10. Forfeitures and Penalties.... The Plan (Award of Restricted Stock;
Award of Restricted Units)
11. Charges and Deductions and
Liens Therefor.............. *
12. Registrant Information and
Employee Annual Plan
Information................. Additional Information
13. Incorporation of Certain
Documents by Reference...... Inside Front Cover Page of Prospectus;
Information Incorporated by Reference
14. Description of Securities.... Information Incorporated by Reference
15. Additional Information....... Additional Information
16. Interests of Named Experts
and Counsel................. *
17. Indemnification of Directors
and Officers................ Additional Information
</TABLE>
- --------
* Inapplicable
<PAGE>
PROSPECTUS
[LOGO OF FLUOR CORPORATION]
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
----------------
This prospectus relates to 25,000 shares of Fluor Corporation common stock
issuable under awards of restricted stock granted or to be granted, under the
Stock Plan For Non-Employee Directors, together with such additional shares as
may be issued pursuant to the antidilution provisions described herein. This
prospectus also describes the terms and conditions covering the grant of which
are related to the grant and vesting of the awards.
This prospectus does not cover reoffers or resales of shares acquired
hereunder. However, persons who are not affiliates of Fluor Corporation as
defined in Rule 405 under the Securities Act of 1933, as amended (the "Act"),
may resell shares acquired hereunder in any way permitted by law, including
sales on the New York Stock Exchange. Affiliates of Fluor Corporation may not
publicly resell shares acquired hereunder without registration under the Act or
compliance with Rule 144 under the Act.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE- SENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------------
No person has been authorized to give any information or to make any
representations other than those contained in this prospectus in connection
with any offer contained in this prospectus, and if given or made, such
information or representations must not be relied upon as having been
authorized by Fluor Corporation. This prospectus is not an offer to sell, or a
solicitation of an offer to buy, in any state in which it is unlawful to make
such an offer or solicitation.
The delivery of this prospectus shall not, under any circumstances, create
any implication that there has been no change in the affairs of Fluor
Corporation since the date hereof.
THE DATE OF THIS PROSPECTUS IS APRIL , 1995
<PAGE>
AVAILABLE INFORMATION
Fluor Corporation ("Fluor") is subject to the informational requirements of
the Securities Exchange Act of 1934 ("Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by Fluor can be inspected and copied at
the public reference facilities maintained by the Commission, 450 Fifth Street
N.W., Washington, D.C. 20549 as well as at the Commission's Regional Offices at
75 Park Place, New York, New York. 10007 and at 230 South Dearborn Street,
Chicago, Illinois 60604. Copies of such material can be obtained from the
Public Reference Section of the Commission, Washington, D.C. 20549 at
prescribed rates. Reports, proxy statements and other information concerning
Fluor can also be inspected at the offices of those stock exchanges on which
Fluor's stock is listed, namely, the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005; the Midwest Stock Exchange, 440 South LaSalle
Street, Chicago, Illinois 60605; and the Pacific Stock Exchange, 233 South
Beaudry Avenue, Los Angeles, California 90012 and 301 Pine Street, San
Francisco, California 94104.
A registration statement on Form S-8 with respect to the shares of Fluor
common stock offered by this prospectus has been filed with the Commission,
Washington, D.C., under the Act. This prospectus omits certain information
contained in such registration statement, including various exhibits thereto,
which may be examined at the offices of the Commission.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by Fluor with the Commission are incorporated
herein by reference.
(a) Fluor's latest Annual Report filed pursuant to Section 13 or 15(d) of the
Exchange Act;
(b) All other reports filed pursuant to Section 13 or 15(d) of the Exchange
Act since the end of the fiscal year covered by the Annual Report referred to
in (a) above;
(c) Fluor's definitive proxy statement filed pursuant to Section 14 of the
Exchange Act in connection with the latest annual meeting of its stockholders,
and any definitive proxy or information statements so filed in connection with
any subsequent special meetings of its stockholders;
(d) The description of the common stock of Fluor which is contained in a
registration statement filed by Fluor under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description; and
(e) Information with respect to awards of restricted stock including amount
granted, amount outstanding, exercises, restriction removals, prices and
expiration dates, included in Fluor's Annual Reports and definitive proxy
statements described in (a), (b) and (c) above and which will be included in
the future either in Fluor's Annual Reports or proxy statements or appendices
to this prospectus.
All reports and other documents subsequently filed by Fluor pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
Fluor will provide without charge to each person, including any beneficial
owner, to whom this prospectus is delivered, upon written or oral request of
such person, a copy of any and all of the information that has been
incorporated by reference herein (not including exhibits to such information
unless such exhibits are specifically incorporated by reference into such
information). Requests for such information should be directed to Fluor
Corporation, 3333 Michelson Drive, Irvine, California 92730, Attention:
Secretary (714) 975-2000.
2
<PAGE>
THE COMPANY
Fluor Corporation, a Delaware corporation, the issuer of the shares offered
hereunder, maintains its principal office at 3333 Michelson Drive, Irvine,
California 92730, and its telephone number is (714) 975-2000.
THE PLAN
GENERAL
The Stock Plan for Non-Employee Directors (the "Plan") became effective upon
its approval by the stockholders of Fluor on March 14, 1995. The Plan
contemplates a one time grant to each non-employee director of the right to
acquire 1,000 shares of common stock of Fluor (the "Stock") under restricted
stock agreements ("Awards") along with the grant of related restricted units
payable in cash to assist in satisfying income tax liabilities arising from the
Award.
Each grantee of an Award is furnished with a copy of the Plan and the
following is a summary of certain provisions of the Plan. The Plan should be
read in its entirety and the summary below is subject to, and qualified in its
entirety by, the full text of the Plan.
PURPOSE
The purpose of the Plan is to advance the interests of Fluor and its
stockholders by affording to non-employee directors of Fluor an opportunity to
acquire or increase their proprietary interest in Fluor by the grant to such
non-employee directors of Awards under the terms of the Plan. By thus
encouraging such non-employee directors to become owners of Fluor shares and by
granting to such non-employee directors a form of cash incentive compensation
which is dependent upon the market value of Fluor shares, Fluor seeks to
motivate, retain and attract those highly competent individuals upon whose
judgment, initiative, leadership and continued efforts the success of Fluor in
large measure depends.
DURATION, ADMINISTRATION, MODIFICATION, TERMINATION
Grants of Awards under the Plan may be made at any time prior to March 14,
2005.
The Plan is administered by the members of the Board of Directors of Fluor
(the "Board") who are not eligible to participate in the Plan (the
"Committee").
The Committee may at any time terminate, and may at any time and from time to
time and in any respect amend or modify, the Plan; provided, however, that no
such action of the Committee without approval of the stockholders of Fluor may
(1) increase the total number of shares of Stock subject to the Plan, except as
contemplated by the Plan's antidilution provisions; (2) materially increase the
benefits accruing to participants under the Plan; (3) withdraw the
administration of the Plan from the Committee; or (4) permit any person while a
member of the Committee to be eligible to receive an Award under the Plan. No
termination, amendment or modification of the Plan may in any manner affect any
previously granted Award under the Plan without the consent of the grantee of
the Award.
SECURITIES SUBJECT TO THE PLAN
The aggregate number of shares of Stock which may be issued and sold under
the Plan pursuant to Awards may not exceed 25,000.
3
<PAGE>
In the event that the outstanding shares of Stock of Fluor are increased,
decreased or exchanged for a different number or kind of shares or other
securities, or if additional shares or new or different shares or other
securities are distributed with respect to such shares of Stock or other
securities, through merger, consolidation, sale of all or substantially all of
the property of Fluor, reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other distribution with
respect to such shares of Stock or other securities, an appropriate and
proportionate adjustment may be made in (1) the maximum number and kind of
shares which may be issued under the Plan, and (2) the number and kind of
shares or other securities subject to the Awards. Such adjustments may be made
by the Committee, whose determination as to what adjustments will be made and
the extent thereof will be final, binding and conclusive. No fractional
interests will be issued under the Plan resulting from any such adjustment.
Shares of Stock received pursuant to an Award granted under the Plan with
respect to which the restrictions on sale or other transfer shall have lapsed,
shall not again be available for Award under the Plan. If restricted Stock is
acquired by Fluor pursuant to Plan provisions, new Awards may be granted under
the Plan covering the number of shares to which such restricted Stock
acquisition relates.
Fluor shall not be required to issue or deliver any certificate for shares of
Stock received as restricted Stock pursuant to an Award prior to the
fulfillment of all of the following conditions:
(1) the admission of such shares to listing on all stock exchanges on
which the Stock is then listed;
(2) the completion of any registration or other qualification of such
shares under any federal or state law or under the rulings or regulations
of the Commission or any other governmental regulatory body, which the
Committee shall in its sole discretion deem necessary or advisable;
(3) the obtaining of any approval or other clearance from any federal or
state governmental agency which the Committee shall in its sole discretion
determine to be necessary or advisable; and
(4) the lapse of such reasonable period of time following the execution
of the Award as the Committee from time to time may establish for reasons
of administrative convenience.
ELIGIBLE DIRECTORS
Only directors of the Company who are not, and have never been, an employee
of Fluor or its subsidiaries are eligible to participate in the Plan. No member
of the Committee is eligible to participate.
AWARD OF RESTRICTED STOCK
The Plan provides for a one time grant of 1,000 shares to each non-employee
director. The shares of Stock received pursuant to an Award are subject to the
following restrictions:
(1) The shares represented by an Award will be maintained in book entry
form with Fluor's transfer agent until the restrictions lapse in accordance
with their terms or until forfeited. Notwithstanding the foregoing, a
participant may request that certificates for the shares be issued in the
sole name of the awardee and each such certificate will bear a legend
stating that the shares are subject to acquisition by Fluor and prohibiting
sale or other transfer of the shares otherwise than pursuant to the
provisions of the Award.
(2) The shares may not be sold or otherwise transferred so long as the
certificates bear the restrictive legend.
(3) Upon the removal or resignation of the awardee from the Board, for
any reason, the restricted Stock remaining subject to restriction shall be
acquired by Fluor effective as of the date of such termination.
4
<PAGE>
The restrictions on the shares will lapse as follows. The restrictions on the
initial award to current non-employee directors will lapse as to 20% of the
shares on the date of the award. Thereafter, restrictions will lapse in four
equal increments on each of the four succeeding anniversary dates following the
date of the award. For awards made to non-employee directors appointed in the
future, restrictions will lapse on 20% of the shares on the March 14 next
following the date of the award. Restrictions will lapse on the balance of the
shares in four equal increments on each succeeding March 14.
Under the Plan, no payment is required to be made by an awardee for Stock
subject to an Award, but the Committee in granting the Award must determine
that consideration, in the form of labor performed for or actually rendered to
Fluor by the awardee, having a fair value of not less than the then fair market
value of a like number of shares of Stock subject to the same restrictions, but
in no event less than the par value of such shares, has been received by Fluor.
Awards must be granted under the Plan within ten years from the effective
date of the Plan, and the awardee will be entitled to acquire the Stock subject
to the Award only if the awarders and Fluor enter into a restricted stock
agreement within 60 days after the date of the Award dated as of the date of
the Award. Subject to the above described restrictions, upon issuance of the
restricted Stock the awardee will have all of the rights of a stockholder with
respect to such Stock, including the right to vote the restricted shares and to
receive all dividends and other distributions paid or made with respect
thereto.
In the case of the removal or resignation of a director, all shares with
restrictions in effect will be forfeited. In the case of a Company Change of
Control, death, attainment of the age for Board retirement as determined by the
by-laws of Fluor or, in the discretion of the Committee, approved early
retirement in accordance with the Plan, all restrictions on any shares held
will immediately lapse.
A Change of Control shall be deemed to have occurred if (1) a third person,
including a "group" as defined in Section 13(d)(3) of the Exchange Act,
acquires shares of Fluor having twenty-five percent or more of the total number
of votes that may be cast for the election of directors of Fluor; or (2) as a
result of any cash tender or exchange offer, merger or other business
combination, or any combination of the foregoing transactions (a
"Transaction"), the persons who were directors of Fluor before the Transaction
shall cease to constitute a majority of the Board of Directors of Fluor or any
successor to Fluor.
AWARD OF RESTRICTED UNITS
Along with an Award made hereunder the Committee may make a restricted unit
Award payable in cash, the purpose of which is to assist the awardee in
satisfying income tax liabilities arising from the lapse of restrictions on the
Stock. ("Restricted Units") The number of Restricted Units to be awarded shall
be determined by the Committee and each Restricted Unit shall have a cash value
equal to the fair market value of a share of Stock on the date that the
Restricted Unit becomes earned and payable. Each Restricted Unit Award shall
become earned and payable in five equal increments on each of the five dates
upon which a portion of the restrictions lapse on the related restricted Stock
Award, or upon such other terms and conditions as may be determined by the
Committee. The proceeds will be applied first in payment of any withholding
taxes arising from the lapse of restrictions on the Stock and from the
Restricted Units becoming payable, and the balance will be paid to the awardee.
If prior to the date upon which the Restricted Units become earned and payable,
the awardee is removed or resigns from the Board for any reason, then the
awardee's rights as to unearned Restricted Units shall then terminate; provided
however, that in the case of a Change of Control, death, attainment of the Age
for Board Retirement, or in the discretion of the Committee, approved early
retirement in accordance with the Plan, the Restricted Units will become earned
and payable on the date upon which all restrictions on the related restricted
Stock Award lapse.
FEDERAL INCOME TAX CONSEQUENCES
The Plan is not qualified under section 401(a) of the Code and is not subject
to any of the provisions of the Employee Retirement Income Security Act of
1974.
5
<PAGE>
The following brief description of tax effects which may result from
participation in the Plan does not purport to be a complete statement of the
law in this area. Employees eligible under the Plan should consult their
personal tax advisers prior to engaging in any transactions under the Plan.
A director who receives stock subject to restrictions which create a
substantial risk of forfeiture (within the meaning of section 83 of the
Internal Revenue Code) will be deemed to have income for Federal income tax
purposes, absent a contrary election, when the shares are no longer subject to
a substantial risk of forfeiture, when they become transferable (and the rights
of the transferee would not be subject to a substantial risk of forfeiture) or
when they are disposed of, whichever occurs first. The amount of such income
will be equal to the fair market value of the shares as of the date on which
the director is deemed to have income. A director may elect, however, to
include in income in the year of grant the fair market value of the shares
(determined without regard to any restrictions thereon) on the date of grant.
The Company will be entitled to a deduction in the amount of the income that is
deemed to be received by the director. Directors will receive Restricted Units
to assist in satisfying the directors income tax liability with respect to the
shares. The Restricted Units will be reportable as income at the time the
Restricted Units (or portion thereof) become earned and payable.
ADDITIONAL INFORMATION
Each non-employee director who is an awardee under the Plan will receive a
copy of the Plan, Fluor's Annual Report to stockholders for its most recent
fiscal year and its most recent definitive proxy statement. Further, a copy of
such materials will be promptly furnished to any such awardee, without charge,
upon written request of the awardee. Fluor may also, from time to time, deliver
to each grantee an appendix to this prospectus updating or modifying certain
information contained herein. Information contained in such appendix shall
supersede any conflicting information set forth herein.
The directors of Fluor are afforded indemnification pursuant to Article
Nineteenth of the Restated Certificate of Incorporation of Fluor to the fullest
extent required or permitted under the general corporate law of Delaware.
Section 145 of the General Corporation Law of the State of Delaware requires
the indemnification of officers and directors under certain circumstances
against expenses (including attorneys' fees) incurred in successfully defending
against a claim and authorizes Delaware corporations to further indemnify their
officers and directors under certain circumstances against expenses (including
attorneys' fees, judgments, fines and amounts paid in settlement) and
liabilities incurred in legal proceedings involving such persons because of
their being or having been an officer or director.
Coverage under existing Fluor insurance policies has been extended to Fluor
and directors and officers of Fluor in connection with certain liabilities,
including liabilities under the Act.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and persons controlling Fluor pursuant to the
foregoing provisions, Fluor has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 19. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The officers and directors of Fluor are afforded indemnification pursuant to
Article Nineteenth of the Restated Certificate of Incorporation of Fluor to the
fullest extent required or permitted under the general corporate law of
Delaware. Section 145 of the General Corporation Law of the State of Delaware
requires the indemnification of officers and directors under certain
circumstances against expenses (including attorneys' fees) incurred in
successfully defending against a claim and further authorizes Delaware
corporations to indemnify their officers and directors under certain
circumstances against expenses (including attorneys' fees, Judgments, fines and
amounts paid in settlement) incurred in legal proceedings involving such
persons because of their being or having been an officer or director.
Coverage under existing Fluor insurance policies has been extended to Fluor
and directors and officers of Fluor in connection with certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
ITEM 20. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO.
-----------
<C> <S>
4 Stock Plan for Non-Employee Directors
5 Opinion of Counsel re: Legality
23 Consent of Independent Auditors--Ernst & Young LLP
Manually signed Powers of Attorney executed by certain Fluor
24.1 directors and officers
Manually signed Powers of Attorney executed by certain Fluor
24.2 directors
</TABLE>
ITEM 21. UNDERTAKINGS.
A. Undertaking to File Post-Effective Amendment.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-1
<PAGE>
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
B. Undertaking to Transmit Certain Material.
(1) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each employee to whom the prospectus is sent
or given, a copy of the registrant's Annual Report to stockholders for its last
fiscal year, unless such employee otherwise has received a copy of such report
in which case the registrant shall state in the prospectus that it will
promptly furnish, without charge, a copy of such report on written request of
the employee. If the last fiscal year of the registrant has ended within 120
days prior to the use of the prospectus, the Annual Report of the registrant
for the preceding fiscal year may be so delivered, but within such 120 day
period the Annual Report for the last fiscal year will be furnished to each
such employee.
(2) The undersigned registrant hereby undertakes to transmit or cause to be
transmitted to all employees participating in the Plan, who do not otherwise
receive such material as stockholders of the registrant, at the time and in the
manner such material is sent to its stockholders, copies of all reports, proxy
statements and other communications distributed to its stockholders generally.
C. Other Undertakings.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE ISSUER
CERTIFIES THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8,
UNDERTAKES TO COMPLY WITH THE REQUIREMENTS OF PART II OF FORM S-8, AND HAS DULY
CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF IRVINE, AND THE STATE OF
CALIFORNIA, ON THIS 11TH DAY OF APRIL, 1995.
FLUOR CORPORATION
By /s/ Lawrence N. Fisher
___________________________________
Lawrence N. Fisher
Vice President--Corporate
Law and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated. Moreover, the undersigned hereby also certify that to
the best of their knowledge and belief the issuer meets all of the requirements
for filing on Form S-8.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Principal Executive Officer
and Director:
* Director, Chairman of the April 11, 1995
____________________________________ Board and Chief Executive
L. G. McGraw Officer
Principal Financial Officer and
Accounting Officer:
* Vice President--Finance and April 11, 1995
____________________________________ Chief Financial Officer
J. M. Conaway
Other Directors:
* Director April 11, 1995
____________________________________
Carroll A. Campbell, Jr.
* Director April 11, 1995
____________________________________
Hugh K. Coble
* Director April 11, 1995
____________________________________
Peter J. Fluor
* Director April 11, 1995
____________________________________
David P. Gardner
* Director April 11, 1995
____________________________________
William R. Grant
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Director April 11, 1995
___________________________________
Bob R. Inman
* Director April 11, 1995
____________________________________
Robert V. Lindsay
* Director April 11, 1995
____________________________________
Vilma S. Martinez
* Director April 11, 1995
____________________________________
Buck Mickel
* Director April 11, 1995
____________________________________
Martha R. Seger
</TABLE>
*By /s/ Lawrence N. Fisher
____________________________
Lawrence N. Fisher,
Attorney-in-fact
Manually signed powers of attorney authorizing Lawrence N. Fisher and P.
Joseph Trimble, and either of them, to sign this registration statement and any
amendments thereto as attorneys-in-fact for certain directors and officers of
the issuer are included herein as Exhibits 24.1 and 24.2 hereto.
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ------------
<C> <S> <C>
4 Stock Plan for Non-Employee Directors
5 Opinion of Counsel re: Legality
23 Consent of Independent Auditors--Ernst & Young LLP
24.1 Manually signed Powers of Attorney executed by
certain Fluor directors and officers
24.2 Manually signed Powers of Attorney executed by
certain Fluor directors
</TABLE>
<PAGE>
EXHIBIT A
FLUOR CORPORATION
STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS
<PAGE>
ARTICLE I
DEFINITIONS
Sec. 1.1 DEFINITIONS
-----------
As used herein, the following terms shall have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:
(a) "Age for Board Retirement" shall mean the age for mandatory retirement
of members of the Board as specified in the Bylaws of the Company, as applied to
Eligible Directors on the date of such Eligible Directors' retirement from the
Board.
(b) "Award" shall mean an award of Restricted Stock pursuant to the
provisions of Article V hereof.
(c) "Awardee" shall mean an Eligible Director to whom Restricted Stock has
been awarded hereunder.
(d) "Board" shall mean the Board of Directors of the Company.
(e) "Change of Control" of the Company shall be deemed to have occurred if,
(i) a third person, including a 'group' as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, acquires shares of the Company having twenty-
five percent or more of the total number of votes that may be cast for the
election of directors of the Company; or (ii) as the result of any cash tender
or exchange offer, merger or other business combination, or any combination of
the foregoing transactions (a "Transaction"), the persons who were directors of
the Company before the Transaction shall cease to constitute a majority of the
Board of the Company or any successor to the Company.
(f) "Committee" shall mean members of the Board who are not eligible to
participate in the Plan.
(g) "Company" shall mean Fluor Corporation.
(h) "Eligible Director" shall mean a director of the Company who is not and
never has been an employee of the Company or any of its Subsidiaries.
(j) "Fair Market Value" shall mean the average of the highest price and the
lowest price per share at which the Stock is sold in the regular way on the New
York Stock Exchange on the day such value is to be determined hereunder or, in
the absence of any
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reported sales on such day, the first preceding day on which there were such
sales.
(k) "Plan" shall mean the Stock Plan for Non-Employee Directors, the
current terms of which are set forth herein.
(l) "Restricted Stock" shall mean Stock that may be awarded to an Eligible
Director by the Committee pursuant to Article V hereof, which is nontransferable
and subject to a substantial risk of forfeiture until specific conditions are
met.
(m) "Restricted Stock Agreement" shall mean the agreement between the
Company and the Awardee with respect to Restricted Stock awarded hereunder.
(n) "Restricted Unit Award" shall mean amounts awarded pursuant to Article
VI hereof.
(o) "Stock" shall mean the Common Stock of the Company or, in the event
that the outstanding shares of Stock are hereafter changed into or exchanged for
shares of a different stock or securities of the Company or some other
corporation, such other stock or securities.
(p) "Subsidiary" shall mean any corporation, the majority of the
outstanding capital stock of which is owned, directly or indirectly, by the
Company or any partnership or joint venture in which either the Company or such
a corporation is at least a twenty percent (20%) equity participant.
ARTICLE II
GENERAL
Sec. 2.1 NAME
----
This Plan shall be known as the "Stock Plan for Non-Employee Directors".
Sec. 2.2 PURPOSE
-------
The purpose of the Plan is to advance the interests of the Company and its
stockholders by affording to Eligible Directors of the Company an opportunity to
acquire or increase their proprietary interest in the Company by the grant to
such directors of Awards under the terms set forth herein. By encouraging non-
employee directors to become owners of Company shares, the Company seeks to
increase their incentive for enhancing shareholder value and to motivate, retain
and attract those highly competent individuals
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upon whose judgment, initiative, leadership and continued efforts the success of
the Company in large measure depends.
Sec. 2.3 EFFECTIVE DATE
--------------
The Plan shall become effective upon its approval by the holders of a
majority of the shares of Stock of the Company represented at an annual or
special meeting of the stockholders of the Company.
Sec. 2.4 LIMITATIONS
-----------
Subject to adjustment pursuant to the provisions of Section 9.1 hereof, the
aggregate number of shares of Stock which may be issued as Awards shall not
exceed 25,000. Any such shares may be either authorized and unissued shares or
shares issued and thereafter acquired by the Company.
Sec. 2.5 AWARDS GRANTED UNDER PLAN
-------------------------
Shares of Stock received pursuant to a Restricted Stock Agreement executed
hereunder with respect to which the restrictions provided for in Section 5.3
hereof have lapsed shall not again be available for Award grant hereunder. If
Restricted Stock is acquired by the Company pursuant to the provisions of
paragraph (c) of Section 5.3 hereof, new Awards may be granted hereunder
covering the number of shares to which such Restricted Stock acquisition
relates.
ARTICLE III
PARTICIPANTS
Sec. 3.1 ELIGIBILITY
-----------
Any Eligible Director shall be eligible to participate in the Plan.
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ARTICLE IV
ADMINISTRATION
Sec. 4.1 DUTIES AND POWERS OF COMMITTEE
------------------------------
The Plan shall be administered by the Committee. Subject to the express
provisions of the Plan, the Committee shall also have complete authority to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the details and provisions of each Restricted Stock
and Restricted Unit Agreement, and to make all other determinations necessary or
advisable in the administration of the Plan.
Sec. 4.2 MAJORITY RULE
-------------
A majority of the members of the Committee shall constitute a quorum, and
any action taken by a majority present at a meeting at which a quorum is present
or any action taken without a meeting evidenced by a writing executed by a
majority of the whole Committee shall constitute the action of the Committee.
Sec. 4.3 COMPANY ASSISTANCE
------------------
The Company shall supply full and timely information to the Committee on
all matters relating to Eligible Directors, their death, retirement, removal or
resignation from the Board and such other pertinent facts as the Committee may
require. The Company shall furnish the Committee with such clerical and other
assistance as is necessary in the performance of its duties.
ARTICLE V
AWARDS
Sec. 5.1 AWARD GRANT AND RESTRICTED STOCK AGREEMENT
------------------------------------------
The Committee shall grant a one time Award of 1000 shares of Restricted
Stock to Awardees. Such Awards shall be made to each current Eligible Director
upon shareholder approval of the Plan and to any subsequent Eligible Directors
on a date determined by the Committee, in its sole discretion, following such
appointment to the Board. Each Award granted hereunder must be granted within
ten years from the effective date of the Plan. The Awardee shall be entitled to
receive the Stock subject to such Award only if the Company and the Awardee,
within 30 days after the date of the Award, enter into a written Restricted
Stock Agreement dated as of the date of the Award, which Agreement shall set
forth such terms and conditions as may be determined by the Committee consistent
with the Plan.
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Sec. 5.2 CONSIDERATION FOR ISSUANCE
--------------------------
No shares of Restricted Stock shall be issued to an Awardee hereunder
unless and until the Committee shall have determined that consideration has been
received by the Company, in the form of services actually rendered to the
Company by the Awardee, having a fair value of not less than the then fair
market value of a like number of shares of Stock subject to all of the herein
provided conditions and restrictions applicable to Restricted Stock, but in no
event less than the par value of such shares.
Sec. 5.3 RESTRICTIONS ON SALE OR OTHER TRANSFER
--------------------------------------
Each share of Stock received pursuant to each Restricted Stock Agreement
shall be subject to acquisition by Fluor Corporation, and may not be sold or
otherwise transferred except pursuant to the following provisions:
(a) The shares of Stock represented by the Restricted Stock Agreement shall
be held in book entry form with the Company's transfer agent until the
restrictions lapse in accordance with the conditions established by the
Committee pursuant to Section 5.4 hereof, or until the shares of stock are
forfeited pursuant to paragraph (c) of this Section 5.3. Notwithstanding the
foregoing, the Awardee may request that, prior to the lapse of the restrictions
or forfeiture of the shares, certificates evidencing such shares be issued in
his name and delivered to him, and each such certificate shall bear the
following legend:
"The shares of Fluor Corporation common stock evidenced by this certificate
are subject to acquisition by Fluor Corporation, and such shares may not be sold
or otherwise transferred except pursuant to the provisions of the Restricted
Stock Agreement by and between Fluor Corporation and the registered owner of
such shares."
(b) No such shares may be sold, transferred or otherwise alienated or
hypothecated so long as such shares are subject to the restriction provided for
in this Section 5.3.
(c) Upon an Awardee's removal or resignation from the Board for any reason,
all of the Awardee's Restricted Stock remaining subject to restriction shall be
acquired by the Company effective as of the date of such removal or resignation.
Upon the occurrence or non-occurrence of such other events as shall be
determined by the Committee and specified in the Awardee's Restricted Stock
Agreement relating to any such Restricted Stock, all of such Restricted Stock
remaining subject to restriction shall be acquired by the Company upon the
occurrence or non- occurrence of such event.
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Sec. 5.4 LAPSE OF RESTRICTIONS
---------------------
As to current Eligible Directors, the restrictions on 20% of each Award
will lapse upon the date of the Award. Thereafter, the restrictions will lapse
in four equal increments on each of the four succeeding anniversary dates
following the date of the Award. As to subsequent Eligible Directors, the
restrictions on 20% of each Award will lapse on March 14 next following the date
of Award. Thereafter, the restrictions will lapse in four equal increments on
the succeeding anniversary dates following the date of lapsing of restrictions
on the first 20% of the shares. In the case of a Company Change of Control,
death, attainment of the Age for Board Retirement or approved early retirement
in accordance with Section 5.5 below of an Awardee, all restrictions on all
Restricted Stock held by the Awardee will lapse.
Sec. 5.5 EARLY RETIREMENT.
----------------
An Eligible Director who leaves the Board prior to the Age for Board
Retirement, may, upon application to and in the discretion of the Committee, be
granted early retirement status.
Sec. 5.6 RIGHTS AS STOCKHOLDER
---------------------
Subject to the provisions of Section 5.3 hereof, upon the issuance to the
Awardee of Restricted Stock hereunder, the Awardee shall have all the rights of
a stockholder with respect to such Stock, including the right to vote the shares
and receive all dividends and other distributions paid or made with respect
thereto.
ARTICLE VI
RESTRICTED UNIT AWARDS
Sec. 6.1 RESTRICTED UNIT AWARD GRANT AND AGREEMENT
-----------------------------------------
Each Restricted Unit Award granted hereunder shall be evidenced by minutes
of a meeting or the written consent of the Committee and by a written Agreement
dated as of the date of grant and executed by the Company and the Awardee, which
Agreement shall set forth such terms and conditions as may be determined by the
Committee consistent with the Plan. A Restricted Unit Award may be made only in
connection with an Award made hereunder.
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Sec. 6.2 AWARD TERMS AND CONDITIONS
--------------------------
Each Restricted Unit Award shall have a value equal to the Fair Market
Value on the date that such award, or portion thereof, becomes earned and
payable. Each Restricted Unit Award shall become earned and payable in five
equal increments on each of the five dates upon which a portion of the
restrictions lapse on the underlying Award, or upon such other terms and
conditions as may be determined by the Committee. The proceeds of each
Restricted Unit Award shall be applied in payment of applicable federal and
state withholding taxes arising from the lapse of restrictions on the related
restricted stock and from such Award (or portion thereof) becoming earned and
payable, with the balance, if any, to be remitted to the Awardee. If the
outstanding shares of Stock of the Company are increased, decreased, or
exchanged for a different number or kind of shares or other securities, or if
additional shares or new or different shares or other securities are distributed
with respect to such shares of Stock or other securities, through merger,
consolidation, sale of all or substantially all of the property of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other distribution with respect to such shares of Stock
or other securities, an appropriate and proportionate adjustment may be made in
the number of Restricted Units subject to outstanding Restricted Stock Awards.
Such adjustments will be made by the Committee, whose determination as to what
adjustments will be made and the extent thereof will be final, binding, and
conclusive.
Sec. 6.3 EFFECT OF RESIGNATION, REMOVAL DEATH OR RETIREMENT
--------------------------------------------------
If, prior to the date on which the Restricted Units, or any portion thereof
becomes earned and payable, the Awardee is removed or resigns from the Board for
any reason, then the Awardee's rights with respect to that portion of the Award
which has not been earned as of the date of such termination shall immediately
terminate and all rights thereunder shall cease; provided, however, in the case
of a Company Change of Control, death, attainment of the Age for Board
Retirement, or approved early retirement in accordance with Section 5.5, the
Restricted Units will become earned and payable on the date upon which all
restrictions on the Award lapse.
ARTICLE VII
STOCK CERTIFICATES
Sec. 7.1 STOCK CERTIFICATES
------------------
The Company shall not be required to issue or deliver any certificate for
shares of Stock received as Restricted Stock pursuant to a Restricted Stock
Agreement executed
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hereunder, prior to fulfillment of all of the following conditions:
(a) the admission of such shares to listing on all stock exchanges on which
the Stock is then listed;
(b) the completion of any registration or other qualification of such
shares under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body,
which the Committee shall in its sole discretion deem necessary or advisable;
(c) the obtaining of any approval or other clearance from any federal or
state governmental agency which the Committee shall in its sole discretion
determine to be necessary or advisable; and
(d) the lapse of such reasonable period of time following the execution of
the Restricted Stock Agreement as the Committee from time to time may establish
for reasons of administrative convenience.
ARTICLE VIII
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
Sec. 8.1 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
-----------------------------------------------
The Committee may at any time terminate, and may at any time and from time
to time and in any respect amend or modify, the Plan, provided, however, that no
such action of the Committee without approval of the stockholders of the Company
may:
(a) increase the total number of shares of Stock subject to the Plan except
as contemplated in Section 9.1 hereof;
(b) materially increase the benefits accruing to participants under the
Plan;
(c) withdraw the administration of the Plan from the Committee; or
(d) permit any person while a member of the Committee to be eligible to
receive an Restricted Stock under the Plan; and provided further, that no
termination, amendment or modification of the Plan shall in any manner affect
Restricted Stock Agreement theretofore executed pursuant to the Plan without the
consent of Awardee.
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ARTICLE IX
MISCELLANEOUS
Sec. 9.1 ADJUSTMENT PROVISIONS
---------------------
(a) Subject to Section 9.1(b) below, if the outstanding shares of
Stock of the Company are increased, decreased, or exchanged for a different
number or kind of shares or other securities, or if additional shares or new or
different shares or other securities are distributed with respect to such shares
of Stock or other securities, through merger, consolidation, sale of all or
substantially all of the property of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other distribution with respect to such shares of Stock or other
securities, an appropriate and proportionate adjustment may be made in (i) the
maximum number and kind of shares provided in Section 2.4 and (ii) the number
and kind of shares or other securities subject to the outstanding Awards.
(b) Adjustments under Section 9.1(a) will be made by the Committee,
whose determination as to what adjustments will be made and the extent thereof
will be final, binding, and conclusive. No fractional interests will be issued
under the Plan resulting from any such adjustments.
Sec. 9.2 CONTINUATION OF BOARD SERVICE
-----------------------------
Nothing in the Plan or in any instrument executed pursuant to the Plan
will confer upon any Eligible Director any right to continue to serve on the
Board.
Sec. 9.3 COMPLIANCE WITH GOVERNMENT REGULATIONS
--------------------------------------
No shares of Stock will be issued hereunder unless and until all
applicable requirements imposed by federal and state securities and other laws,
rules, and regulations and by any regulatory agencies having jurisdiction and by
any stock exchanges upon which the Stock may be listed have been fully met. As
a condition precedent to the issuance of shares of Stock pursuant hereto, the
Company may require the employee to take any reasonable action to comply with
such requirements.
Sec. 9.4 PRIVILEGES OF STOCK OWNERSHIP
-----------------------------
No director and no beneficiary or other person claiming under or
through such director will have any right, title, or interest in or to any
shares of Stock allocated or
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reserved under the Plan or subject to any Award except as to such shares of
Stock, if any, that have been issued to such director.
Sec. 9.5 WITHHOLDING
-----------
The Company may make such provisions as it deems appropriate to
withhold any taxes the Company determines it is required to withhold in
connection with any Award. The Company may require the director to satisfy any
relevant tax requirements before authorizing any issuance of Stock to the
director. Such settlement may be made in cash or Stock.
Sec. 9.6 NONTRANSFERABILITY
------------------
An Award may be exercised during the life of the director solely by
the director or the director's duly appointed guardian or personal
representative. No Award and no other right under the Plan, contingent or
otherwise, will be assignable or subject to any encumbrance, pledge, or charge
of any nature.
Sec. 9.7 OTHER COMPENSATION PLANS
------------------------
The adoption of the Plan shall not affect any other stock option or
incentive or other compensation plans in effect for the Company or any
Subsidiary, nor shall the Plan preclude the Company from establishing any other
forms of incentive or other compensation for employees or directors of the
Company or any Subsidiary.
Sec. 9.8 PLAN BINDING ON SUCCESSORS
--------------------------
The Plan shall be binding upon the successors
and assigns of the Company.
Sec. 9.9 SINGULAR, PLURAL; GENDER
------------------------
Whenever used herein, nouns in the singular shall include the plural,
and the masculine pronoun shall include the feminine gender.
Sec. 9.10 HEADINGS, ETC., NO PART OF PLAN
-------------------------------
Headings of Articles and Sections hereof are inserted for convenience
and reference; they constitute no part of the Plan.
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April 11, 1995
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Form S-8
Stock Plan for Non-Employee Directors
-------------------------------------
As assistant Secretary and Vice President-Corporate Law of Fluor Corporation
("Fluor"), I am familiar with the activities of Fluor and its corporate records.
I have participated in the authorization and preparation of the Stock Plan for
Non-Employee Directors (the "Plan") and the registration statement on Form S-8
being filed by Fluor under the Securities Act of 1933, as amended, for the
purpose of registering 25,000 shares of common stock of Fluor issuable
pursuant to the Plan.
On the basis of my knowledge of Fluor's activities and its corporate records, I
am of the opinion that the 25,000 shares of common stock of Fluor, par value
$.625 per share, issuable pursuant to the Plan will be legally issued, fully
paid and nonassessable shares of Fluor when issued and paid for in accordance
with the terms of the Plan.
Sincerely,
/s/ LAWRENCE N. FISHER
Lawrence N. Fisher
LNF:sar
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Stock Plan for Non-Employee Directors and in the related
Prospectus of our report dated November 29, 1994, with respect to the
consolidated financial statements of Fluor Corporation appearing (or
incorporated by reference) in the Annual Report (Form 10-K) for the year ended
October 31, 1994 filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Orange County, California
April 11, 1995
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and officer
of FLUOR CORPORATION, a Delaware corporation ("Fluor"), does hereby constitute
and appoint LAWRENCE N. FISHER and P. JOSEPH TRIMBLE, and either of them, with
full power to act without the other, as his true and lawful attorneys-in-fact
and agents, for him and in his name, place and stead, in any and all capacities,
to sign a Registration Statement on Form S-8 to be filed by Fluor with the
Securities and Exchange Commission (the "Commission") for the purpose of
registering under the Securities Act of 1933, as amended, shares of Fluor common
stock issuable pursuant to the grant of awards under the Stock Plan for Non-
Employee Directors covered by said Registration Statement, and to file such
Registration Statement, with any and all exhibits thereto, and any and all other
information and documents in connection therewith, with the Commission; and the
undersigned does hereby ratify and confirm as his own act and deed all that such
attorneys-in-fact and agents, and either of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 6th day of April, 1995.
Principal Executive Officer:
Director and Chairman of the Board
and Chief Executive Officer
/s/ Leslie G. McCraw
___________________________
Leslie G. McCraw
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer of FLUOR
CORPORATION, a Delaware corporation ("Fluor"), does hereby constitute and
appoint LAWRENCE N. FISHER and P. JOSEPH TRIMBLE, and either of them, with full
power to act without the other, as his true and lawful attorneys-in-fact and
agents, for him and in his name, place and stead, in any and all capacities, to
sign a Registration Statement on Form S-8 to be filed by Fluor with the
Securities and Exchange Commission (the "Commission") for the purpose of
registering under the Securities Act of 1933, as amended, shares of Fluor common
stock issuable pursuant to the grant of awards under the Stock Plan for Non-
Employee Directors covered by said Registration Statement, and to file such
Registration Statement, with any and all exhibits thereto, and any and all other
information and documents in connection therewith, with the Commission; and the
undersigned does hereby ratify and confirm as his own act and deed all that such
attorneys-in-fact and agents, and either of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 6th day of April, 1995.
Principal Financial and Accounting Officer:
Vice President and Chief Financial Officer
/s/ J. M. Conaway
___________________________
J. M. Conaway
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of FLUOR
CORPORATION, a Delaware corporation ("Fluor"), does hereby constitute and
appoint LAWRENCE N. FISHER and P. JOSEPH TRIMBLE, and either of them, with full
power to act without the other, as his true and lawful attorneys-in-fact and
agents, for him and in his name, place and stead, in any and all capacities, to
sign a Registration Statement on Form S-8 to be filed by Fluor with the
Securities and Exchange Commission (the "Commission") for the purpose of
registering under the Securities Act of 1933, as amended, shares of Fluor common
stock issuable pursuant to the grant of awards under the Stock Plan for Non-
Employee Directors covered by said Registration Statement, and to file such
Registration Statement, with any and all exhibits thereto, and any and all other
information and documents in connection therewith, with the Commission; and the
undersigned does hereby ratify and confirm as his own act and deed all that such
attorneys-in-fact and agents, and either of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 6th day of April, 1995.
/s/ Carroll A. Campbell, Jr.
___________________________
Carroll A. Campbell, Jr.
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of FLUOR
CORPORATION, a Delaware corporation ("Fluor"), does hereby constitute and
appoint LAWRENCE N. FISHER and P. JOSEPH TRIMBLE, and either of them, with full
power to act without the other, as his true and lawful attorneys-in-fact and
agents, for him and in his name, place and stead, in any and all capacities, to
sign a Registration Statement on Form S-8 to be filed by Fluor with the
Securities and Exchange Commission (the "Commission") for the purpose of
registering under the Securities Act of 1933, as amended, shares of Fluor common
stock issuable pursuant to the grant of awards under the Stock Plan for Non-
Employee Directors covered by said Registration Statement, and to file such
Registration Statement, with any and all exhibits thereto, and any and all other
information and documents in connection therewith, with the Commission; and the
undersigned does hereby ratify and confirm as his own act and deed all that such
attorneys-in-fact and agents, and either of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 6th day of April, 1995.
/s/ Hugh K. Coble
___________________________
Hugh K. Coble
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of FLUOR
CORPORATION, a Delaware corporation ("Fluor"), does hereby constitute and
appoint LAWRENCE N. FISHER and P. JOSEPH TRIMBLE, and either of them, with full
power to act without the other, as his true and lawful attorneys-in-fact and
agents, for him and in his name, place and stead, in any and all capacities, to
sign a Registration Statement on Form S-8 to be filed by Fluor with the
Securities and Exchange Commission (the "Commission") for the purpose of
registering under the Securities Act of 1933, as amended, shares of Fluor common
stock issuable pursuant to the grant of awards under the Stock Plan for Non-
Employee Directors covered by said Registration Statement, and to file such
Registration Statement, with any and all exhibits thereto, and any and all other
information and documents in connection therewith, with the Commission; and the
undersigned does hereby ratify and confirm as his own act and deed all that such
attorneys-in-fact and agents, and either of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 6th day of April, 1995.
/s/ Peter J. Fluor
___________________________
Peter J. Fluor
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of FLUOR
CORPORATION, a Delaware corporation ("Fluor"), does hereby constitute and
appoint LAWRENCE N. FISHER and P. JOSEPH TRIMBLE, and either of them, with full
power to act without the other, as his true and lawful attorneys-in-fact and
agents, for him and in his name, place and stead, in any and all capacities, to
sign a Registration Statement on Form S-8 to be filed by Fluor with the
Securities and Exchange Commission (the "Commission") for the purpose of
registering under the Securities Act of 1933, as amended, shares of Fluor common
stock issuable pursuant to the grant of awards under the Stock Plan for Non-
Employee Directors covered by said Registration Statement, and to file such
Registration Statement, with any and all exhibits thereto, and any and all other
information and documents in connection therewith, with the Commission; and the
undersigned does hereby ratify and confirm as his own act and deed all that such
attorneys-in-fact and agents, and either of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 6th day of April, 1995.
/s/ David P. Gardner
___________________________
David P. Gardner
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of FLUOR
CORPORATION, a Delaware corporation ("Fluor"), does hereby constitute and
appoint LAWRENCE N. FISHER and P. JOSEPH TRIMBLE, and either of them, with full
power to act without the other, as his true and lawful attorneys-in-fact and
agents, for him and in his name, place and stead, in any and all capacities, to
sign a Registration Statement on Form S-8 to be filed by Fluor with the
Securities and Exchange Commission (the "Commission") for the purpose of
registering under the Securities Act of 1933, as amended, shares of Fluor common
stock issuable pursuant to the grant of awards under the Stock Plan for Non-
Employee Directors covered by said Registration Statement, and to file such
Registration Statement, with any and all exhibits thereto, and any and all other
information and documents in connection therewith, with the Commission; and the
undersigned does hereby ratify and confirm as his own act and deed all that such
attorneys-in-fact and agents, and either of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 6th day of April, 1995.
/s/ William R. Grant
___________________________
William R. Grant
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of FLUOR
CORPORATION, a Delaware corporation ("Fluor"), does hereby constitute and
appoint LAWRENCE N. FISHER and P. JOSEPH TRIMBLE, and either of them, with full
power to act without the other, as his true and lawful attorneys-in-fact and
agents, for him and in his name, place and stead, in any and all capacities, to
sign a Registration Statement on Form S-8 to be filed by Fluor with the
Securities and Exchange Commission (the "Commission") for the purpose of
registering under the Securities Act of 1933, as amended, shares of Fluor common
stock issuable pursuant to the grant of awards under the Stock Plan for Non-
Employee Directors covered by said Registration Statement, and to file such
Registration Statement, with any and all exhibits thereto, and any and all other
information and documents in connection therewith, with the Commission; and the
undersigned does hereby ratify and confirm as his own act and deed all that such
attorneys-in-fact and agents, and either of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 6th day of April, 1995.
/s/ Bob R. Inman
___________________________
Bob R. Inman
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of FLUOR
CORPORATION, a Delaware corporation ("Fluor"), does hereby constitute and
appoint LAWRENCE N. FISHER and P. JOSEPH TRIMBLE, and either of them, with full
power to act without the other, as his true and lawful attorneys-in-fact and
agents, for him and in his name, place and stead, in any and all capacities, to
sign a Registration Statement on Form S-8 to be filed by Fluor with the
Securities and Exchange Commission (the "Commission") for the purpose of
registering under the Securities Act of 1933, as amended, shares of Fluor common
stock issuable pursuant to the grant of awards under the Stock Plan for Non-
Employee Directors covered by said Registration Statement, and to file such
Registration Statement, with any and all exhibits thereto, and any and all other
information and documents in connection therewith, with the Commission; and the
undersigned does hereby ratify and confirm as his own act and deed all that such
attorneys-in-fact and agents, and either of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 6th day of April, 1995.
/s/ Robert V. Lindsay
___________________________
Robert V. Lindsay
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of FLUOR
CORPORATION, a Delaware corporation ("Fluor"), does hereby constitute and
appoint LAWRENCE N. FISHER and P. JOSEPH TRIMBLE, and either of them, with full
power to act without the other, as his true and lawful attorneys-in-fact and
agents, for him and in his name, place and stead, in any and all capacities, to
sign a Registration Statement on Form S-8 to be filed by Fluor with the
Securities and Exchange Commission (the "Commission") for the purpose of
registering under the Securities Act of 1933, as amended, shares of Fluor common
stock issuable pursuant to the grant of awards under the Stock Plan for Non-
Employee Directors covered by said Registration Statement, and to file such
Registration Statement, with any and all exhibits thereto, and any and all other
information and documents in connection therewith, with the Commission; and the
undersigned does hereby ratify and confirm as his own act and deed all that such
attorneys-in-fact and agents, and either of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 6th day of April, 1995.
/s/ Vilma S. Martinez
___________________________
Vilma S. Martinez
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of FLUOR
CORPORATION, a Delaware corporation ("Fluor"), does hereby constitute and
appoint LAWRENCE N. FISHER and P. JOSEPH TRIMBLE, and either of them, with full
power to act without the other, as his true and lawful attorneys-in-fact and
agents, for him and in his name, place and stead, in any and all capacities, to
sign a Registration Statement on Form S-8 to be filed by Fluor with the
Securities and Exchange Commission (the "Commission") for the purpose of
registering under the Securities Act of 1933, as amended, shares of Fluor common
stock issuable pursuant to the grant of awards under the Stock Plan for Non-
Employee Directors covered by said Registration Statement, and to file such
Registration Statement, with any and all exhibits thereto, and any and all other
information and documents in connection therewith, with the Commission; and the
undersigned does hereby ratify and confirm as his own act and deed all that such
attorneys-in-fact and agents, and either of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 6th day of April, 1995.
/s/ Buck Mickel
___________________________
Buck Mickel
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of FLUOR
CORPORATION, a Delaware corporation ("Fluor"), does hereby constitute and
appoint LAWRENCE N. FISHER and P. JOSEPH TRIMBLE, and either of them, with full
power to act without the other, as his true and lawful attorneys-in-fact and
agents, for him and in his name, place and stead, in any and all capacities, to
sign a Registration Statement on Form S-8 to be filed by Fluor with the
Securities and Exchange Commission (the "Commission") for the purpose of
registering under the Securities Act of 1933, as amended, shares of Fluor common
stock issuable pursuant to the grant of awards under the Stock Plan for Non-
Employee Directors covered by said Registration Statement, and to file such
Registration Statement, with any and all exhibits thereto, and any and all other
information and documents in connection therewith, with the Commission; and the
undersigned does hereby ratify and confirm as his own act and deed all that such
attorneys-in-fact and agents, and either of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 6th day of April, 1995.
/s/ Martha R. Seger
___________________________
Martha R. Seger
