<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 1997
REGISTRATION NO. 333-18315
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------
FLUOR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 95-0740960
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
------------------------
3353 MICHELSON DRIVE
IRVINE, CALIFORNIA 92698
(714) 975-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
LAWRENCE N. FISHER, ESQ.
SENIOR VICE PRESIDENT -- LAW AND SECRETARY
FLUOR CORPORATION
3353 MICHELSON DRIVE
IRVINE, CALIFORNIA 92698
(714) 975-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPY TO:
E. MICHAEL GREANEY, ESQ.
GIBSON, DUNN & CRUTCHER LLP
4 PARK PLAZA
IRVINE, CALIFORNIA 92614
(714) 451-3800
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time following the effective date of this Registration Statement as
determined in light of market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
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<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED FEBRUARY 14, 1997
PROSPECTUS
FLUOR CORPORATION
SENIOR DEBT SECURITIES
------------------------
Fluor Corporation (the "Company" or "Fluor") may offer from time to time
its senior unsecured debt securities consisting of notes, debentures or other
evidences of indebtedness (the "Debt Securities"), at an aggregate initial
offering price of not more than $400,000,000 or, if applicable, the equivalent
thereof in any other currency or currencies. The Debt Securities may be offered
as a single series or as two or more separate series in amounts, at prices and
on terms to be determined in light of market conditions at the time of sale and
to be set forth in an accompanying Prospectus Supplement.
This Prospectus sets forth information regarding the Company and general
information regarding the Debt Securities. The terms of each series of Debt
Securities, including, where applicable, the specific designation, aggregate
principal amount, authorized denominations, maturity, rate or rates and time or
times of payment of any interest, any terms for optional or mandatory
redemption, conversion or payment of additional amounts or any sinking fund
provisions, any initial public offering price, the proceeds to the Company, any
listing of the Debt Securities on a securities exchange and any other specific
terms in connection with the offering and sale of such series will be set forth
in a Prospectus Supplement or Prospectus Supplements. As used herein, the term
"Debt Securities" shall include securities denominated in United States dollars
or, at the option of the Company if so specified in an applicable Prospectus
Supplement, in any other currency or in composite currencies or in amounts
determined by reference to an index.
The Debt Securities may be sold directly by the Company, through agents
designated from time to time or to or through underwriters or dealers. See "Plan
of Distribution." If any agents of the Company or any underwriters are involved
in the sale of any Debt Securities in respect of which this Prospectus is being
delivered, the names of such agents or underwriters and any applicable
commissions or discounts will be set forth in a Prospectus Supplement. The net
proceeds to the Company from such sale also will be set forth in a Prospectus
Supplement. The Company reserves the sole right to accept and, together with its
respective agents from time to time, to reject in whole or in part any proposed
purchase of the Debt Securities to be made directly or through agents.
Information concerning the particular federal income tax consequences to
holders of Debt Securities will be discussed in a Prospectus Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
Prior to issuance there will have been no market for the Debt Securities,
and there can be no assurance that a secondary market for any such Debt
Securities will develop. This Prospectus may not be used to consummate sales of
any Debt Securities unless accompanied by a Prospectus Supplement.
------------------------
The date of this Prospectus is , 1997
<PAGE> 3
AVAILABLE INFORMATION
Fluor is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at the Commission's regional offices at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7
World Trade Center, New York, New York 10048. Copies of such material can be
obtained at prescribed rates upon request from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Such material
may also be accessed electronically through the Commission's Web site at
http://www.sec.gov. Fluor's securities are listed on the New York Stock
Exchange, Chicago Stock Exchange and Pacific Stock Exchange, and reports, proxy
statements, information statements and other information concerning Fluor can be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005, the Chicago Stock Exchange, 440 South LaSalle Street,
Chicago, Illinois 60605 and the Pacific Stock Exchange, 301 Pine Street, San
Francisco, California 94104.
The Company has filed with the Commission a Registration Statement on Form
S-3 (including all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the securities offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement and the exhibits
and schedules thereto, certain portions of which are omitted as permitted by the
rules and regulations of the Commission. Such additional information may be
obtained from the Commission's principal office in Washington, D.C. Statements
contained in this Prospectus as to the contents of any contract or other
document referred to herein or therein are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement or such other document. A copy of
the Registration Statement and the exhibits and schedules thereto may be
examined without charge at the Commission's principal offices at 450 Fifth
Street N.W., Room 1024, Washington, D.C. 20549, and copies of such materials can
be obtained from the Public Reference Section of the Commission at prescribed
rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended October
31, 1996, heretofore filed by the Company under the Exchange Act with the
Commission, is hereby incorporated by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Debt Securities shall be deemed to be
incorporated in this Prospectus by reference and to be a part hereof from the
date of filing of such documents. Any statement contained herein, in a
Prospectus Supplement or in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein, in a Prospectus
Supplement or in any other subsequently filed document that also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated in this Prospectus by reference other than exhibits to
such documents, unless such exhibits are also specifically incorporated by
reference herein. Requests for such copies should be directed to Fluor
Corporation, 3353 Michelson Drive, Irvine, California 92698. Attention:
Corporate Secretary, telephone number (714) 975-2000.
2
<PAGE> 4
Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement are stated in United States dollars ("$," "dollars," "U.S.
dollars," or "U.S.$").
THE COMPANY
Fluor Corporation, through Fluor Daniel, Inc. and other domestic and
foreign subsidiaries, provides engineering, procurement, construction,
maintenance and other diversified services on a worldwide basis to an extensive
range of industrial, commercial, utility, natural resources, energy and
governmental clients. The types of services provided by Fluor, either directly
or through partnerships or affiliations, include: feasibility studies,
conceptual design, detail engineering, procurement, project and construction
management, construction, maintenance, plant operations, technical project
finance, quality assurance/quality control, start-up assistance, site
evaluation, licensing, consulting, construction equipment sales and leasing,
temporary technical and non-technical staffing and environmental services. The
Company's engineering and construction business derives its competitive strength
from its diversity, reputation for quality, expertise, geographic coverage, and
ability to execute projects of varying sizes.
The Company also maintains investments in coal-related businesses through
its ownership of A.T. Massey Coal Company, Inc. A.T. Massey and its subsidiaries
produce, process, and sell bituminous, low sulfur coal of steam and
metallurgical grades from sixteen mining complexes located in West Virginia,
Kentucky and Tennessee.
The Company is a Delaware corporation incorporated in 1978. Its principal
executive offices are located at 3353 Michelson Drive, Irvine, California 92698,
telephone number (714) 975-2000.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying Prospectus Supplement, the
Company intends to use the net proceeds from the sale of the Debt Securities for
general corporate purposes, which may include the reduction of outstanding
indebtedness, possible acquisitions, working capital increases and capital
expenditures.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's consolidated ratios of
earnings to fixed charges for the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
- -------------------------------------------
1996 1995 1994 1993 1992
- ----- ------ ----- ----- -----
<S> <C> <C> <C> <C>
10.76 11.17 9.06 6.61 5.29
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, earnings
represent pretax income from continuing operations plus fixed charges. Fixed
charges represent interest on indebtedness and that portion of rental expense
the Company believes to be representative of interest.
DESCRIPTION OF THE DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement (the "Offered Debt Securities") and the
extent to which such general provision may apply to the Offered Debt Securities
will be described in a Prospectus Supplement relating to such Offered Debt
Securities.
3
<PAGE> 5
The Debt Securities are to be issued under an indenture (the "Indenture"),
between the Company and Bankers Trust Company, as trustee (the "Trustee"). The
terms of the Debt Securities include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), and holders of the Debt Securities are
referred to the Indenture and the Trust Indenture Act for a statement thereof. A
copy of the form of Indenture is filed as an exhibit to the Registration
Statement of which this Prospectus is a part. The following summaries of certain
provisions of the Debt Securities and the Indenture do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the Debt Securities and the Indenture, including the
definitions therein of certain terms which are not otherwise defined in this
Prospectus. Wherever particular provisions or defined terms of the Indenture are
referred to, such provisions or defined terms are incorporated herein by
reference. References herein are to sections in the Indenture. As used in this
"Description of the Debt Securities," the "Company" refers to Fluor Corporation
and does not include its subsidiaries.
The Debt Securities may be issued from time to time in one or more series.
The terms of each series of Debt Securities will be established by or pursuant
to a resolution of the Board of Directors and set forth or determined in the
manner provided in an Officer's Certificate or by a supplemental indenture. The
particular terms of the Debt Securities offered pursuant to any Prospectus
Supplement or Prospectus Supplements will be described in such Prospectus
Supplement or Supplements.
GENERAL
The Indenture will not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and Debt Securities may be issued
thereunder from time to time as a single series or in two or more separate
series up to the aggregate principal amount from time to time authorized by the
Company for each series. The Debt Securities will be unsecured obligations of
the Company and will rank on a parity with all other unsecured and
unsubordinated indebtedness of the Company.
Debt Securities may be issuable in the form of one or more Global
Securities, as described below under "Global Securities." The Debt Securities
(other than those issued in the form of a Global Security) are exchangeable or
transferable without charge therefor, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith and require the holders to furnish appropriate endorsements
and transfer documents. (Section 3.05)
Unless otherwise indicated in the applicable Prospectus Supplement or
Prospectus Supplements, principal of and any premium and interest on the Debt
Securities will be payable, and the transfer of the Debt Securities will be
registrable, at the principal corporate trust office of the Trustee. In
addition, unless otherwise provided in the applicable Prospectus Supplement or
Prospectus Supplements and except in the case of Global Securities, payment of
interest may be made at the option of the Company by check mailed to the address
of the person entitled thereto as it appears on the Security Register. (Sections
3.01, 3.05, 10.01 and 10.02)
The applicable Prospectus Supplement or Prospectus Supplements will
describe, among other things, the following terms of the Offered Debt
Securities: (1) the title of the Offered Debt Securities; (2) any limit upon the
aggregate principal amount of the Offered Debt Securities; (3) the Person to
whom any interest on the Offered Debt Securities will be payable, if other than
the Person in whose name it is registered on the regular record date for such
interest; (4) the date or dates on which the principal or installments of
principal of the Offered Debt Securities is payable or the method of
determination thereof and any rights of extension; (5) the rate or rates at
which the Offered Debt Securities shall bear interest, if any, and the date or
dates from which such interest will accrue, the dates on which any such interest
shall be payable and the regular record dates therefor; (6) the place or places
where the principal of and any interest on the Offered Debt Securities shall be
payable; (7) the period or periods within which, the price or prices at which
and the terms and conditions upon which the Offered Debt Securities may be
redeemed, if applicable, at the option of the Company; (8) the obligation, if
any, of the Company to redeem or purchase the Offered Debt Securities pursuant
to any sinking fund or analogous provisions or at the option of a Holder thereof
and the period or periods within which, the price or prices at which and the
terms and conditions upon which the Offered Debt Securities shall be redeemed or
purchased, in whole or in part, and any provisions for the remarketing of such
Debt Securities;
4
<PAGE> 6
(9) the denominations in which any Offered Debt Securities shall be issuable, if
other than denominations of $1,000 or any amount in excess thereof which is an
integral multiple of $1,000; (10) if determined with reference to an index or
pursuant to a formula, the amount of payments of principal of or any premium or
interest on the Offered Debt Securities, and the manner in which such amounts
shall be determined and the calculation agent, if any, with respect thereto;
(11) the currency, currencies or currency units for the payment of principal of
and any premium and interest payable on the Offered Debt Securities, if other
than United States dollars; (12) if the principal of or any premium or interest
on the Offered Debt Securities is denominated or payable, at the election of the
Company or the Holder, in a currency or currencies other than that in which the
Offered Debt Securities are stated to be payable, the currency, currencies or
currency units for which such election is made and the periods within which, and
the terms and conditions upon which such election is made and the amount payable
(or the manner in which such amount is determined); (13) if other than the
entire principal amount thereof, the portion of the principal payable upon
acceleration of such Offered Debt Securities following an Event of Default; (14)
if the principal amount payable at the Stated Maturity of the Offered Debt
Securities will not be determinable as of any one or more dates prior to the
Stated Maturity, the amount which shall be deemed to be the principal amount of
such Offered Debt Securities as of any such date for any purpose thereunder,
including the principal amount thereof which is due and payable upon any
Maturity other than the Stated Maturity or which is deemed outstanding as of any
date prior to the Stated Maturity, or, in any such case, the manner in which
such amount is determined; (15) if applicable, that the Offered Debt Securities
are not defeasible as described under "Defeasance and Covenant Defeasance"
below; (16) whether the Offered Debt Securities are to be issued in whole or in
part in the form of one or more Global Securities and, if so, the identity of
the Depositary for such Global Securities and the circumstances under which any
such Global Security may be exchanged for Debt Securities registered in the name
of, and any transfer of such Global Security may be registered to, a Person
other than such Depositary or its nominee; (17) any addition to or change in the
Events of Default which applies to the Offered Debt Securities and any change in
the right of the Trustee or the Holders of such Offered Debt Securities to
accelerate the maturity of the principal amount thereof; (18) any change in the
meaning of "Business Day" with respect to any Offered Debt Securities; (19)
whether the Offered Debt Securities may be issued or delivered, or whether any
installment of principal of or any interest is payable, only upon receipt of
certain certificates or other documents or satisfaction of other conditions in
addition to those specified in the Indenture, and the form and terms of such
certificates, documents or conditions; (20) if applicable, the terms of any
right to convert the Offered Debt Securities into shares of Common Stock of the
Company or other securities or property; (21) any addition to or change in the
covenants in the Indenture described under "Certain Covenants of the Company
Under the Indenture" below; (22) any other terms of the Offered Debt Securities
not inconsistent with the provisions of the Indenture. (Section 3.01)
Debt Securities may be issued as Original Issue Discount Securities, which
may be sold at a discount below their principal amount. Even if such Debt
Securities are not issued at a discount below their principal amount, such Debt
Securities may, for United States Federal income tax purposes, be deemed to have
been issued with "original issue discount" ("OID") because of certain interest
payment characteristics. United States Federal income tax and other
considerations applicable to Debt Securities issued with original issue
discount, including Original Issue Discount Securities, will be described in the
Prospectus Supplement or Prospectus Supplements relating thereto. In addition,
United Stated Federal tax considerations or other restrictions or terms
applicable to any Offered Debt Securities which are denominated in a currency
other than United States dollars will be set forth in a Prospectus Supplement or
Prospectus Supplements relating thereto.
CONVERSION RIGHTS
The terms on which Debt Securities of any series are convertible into
Common Stock or other securities or property will be set forth in the Prospectus
Supplement or Prospectus Supplements relating thereto. Such terms shall include
provisions as to whether conversion is mandatory or at the option of the Holder
and may include provisions pursuant to which the number of shares of Common
Stock or other securities or property to be received by the Holders of Debt
Securities would be calculated according to the market price of Common Stock or
other securities or property as of a time stated in the applicable Prospectus
Supplement or Prospectus Supplements.
5
<PAGE> 7
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a Depositary identified in the applicable Prospectus Supplement or
Prospectus Supplements. A Global Security will be issued in a denomination equal
to the aggregate principal amount of Outstanding Debt Securities of the series
represented by such Global Security. The specific terms of the depositary
arrangement with respect to a series of Debt Securities will be described in the
applicable Prospectus Supplement or Prospectus Supplements.
CERTAIN COVENANTS OF THE COMPANY UNDER THE INDENTURE
Restrictions on Liens. The Indenture provides that the Company will not,
and will not permit any Restricted Subsidiary (defined below) to, incur, issue,
assume or guarantee debt secured by any Lien (defined below) upon any Principal
Property (defined below) without making, or causing such Restricted Subsidiary
to make, effective provision whereby all of the Debt Securities issued under the
Indenture and then Outstanding shall be secured by such Lien, equally and
ratably with any and all other debt thereby secured, so long as such debt is so
secured. The foregoing restrictions do not apply, however, to Liens existing on
the date of the Indenture or to (1) Liens existing on Principal Property owned
or leased by a corporation at the time it becomes a Restricted Subsidiary; (2)
Liens existing on Principal Property at the time of its acquisition by the
Company or a Restricted Subsidiary; (3) Liens to secure any debt incurred prior
to, at the time of, or within 12 months after the acquisition of any Principal
Property for the purpose of financing all or any part of the purchase price
thereof and any Lien to the extent that it secures debt which is in excess of
such purchase price and for the payment of which recourse may be had only
against such Principal Property; (4) Liens to secure any debt incurred prior to,
at the time of, or within 12 months after the completion of the construction and
commencement of commercial operation, alteration, repair or improvement of
Principal Property for the purpose of financing all or any part of the cost
thereof and any Lien to the extent that it secures debt which is in excess of
such cost and for the payment of which recourse may be had only against such
Principal Property; (5) Liens in favor of the Company or any Affiliate; (6)
Liens in favor of the United States of America or any State thereof or any other
country, or any agency, instrumentality or political subdivision of any of the
foregoing, to secure partial, progress, advance or other payments or performance
pursuant to the provisions of any contract or statute, or to secure any
indebtedness incurred for the purpose of financing all or any part of the
purchase price or the cost of constructing or improving the property subject to
such Liens; (7) Liens imposed by law, such as mechanics', workmen's,
repairmen's, materialmen's, carriers', warehousemen's, vendors' or other similar
Liens arising in the ordinary course of business, or governmental (federal,
state or municipal) Liens arising out of contracts for the sale of products or
services by the Company or any Restricted Subsidiary, or deposits or pledges to
obtain the release of any of the foregoing; (8) certain pledges or deposits
under workmen's compensation or similar legislation or in certain other
circumstances; (9) certain Liens in connection with legal proceedings, including
certain Liens arising out of judgments or awards; (10) Liens for certain taxes
or assessments; (11) certain Liens consisting of restrictions on the use of real
property which do not interfere materially with the property's value; (12) Liens
securing obligations issued by certain government agencies or instrumentalities
to finance the acquisition or construction of property, and on which the
interest is not includible in gross income of the Holder; (13) Liens on or with
respect to coal, gas, hydrocarbon or mineral properties not fully developed
securing debt, the proceeds of which are used to finance or refinance the
development of such properties; (14) Liens on or with respect to mineral rights
held under option but not owned by the Company or any Restricted Subsidiary;
(15) Liens on or with respect to ores, concentrates, metals or other raw
materials or products incurred in the ordinary course of business in connection
with the importation, purchase or sale thereof; (16) any extension, renewal or
replacement, in whole or in part, of any Lien referred to in the foregoing
clauses (1) through (15) above, so long as the principal amount of the debt
secured thereby does not exceed the principal amount of debt so secured at the
time of the extension, renewal or replacement (except that, where an additional
principal amount of debt is incurred to provide funds for the completion of a
specific project, the additional principal amount, and any related financing
costs, may be secured by the Lien as well) and the Lien is limited to the same
property subject to the Lien so extended, renewed or replaced (plus improvements
on the property). (Section 10.07)
6
<PAGE> 8
Notwithstanding the foregoing, the Company and any one or more Restricted
Subsidiaries may issue, assume or guarantee debt secured by a Lien which would
otherwise be subject to the foregoing restrictions if at the time it does so
(the "Incurrence Time") the aggregate amount of such debt plus all other debt of
the Company and its Restricted Subsidiaries secured by a Lien which would
otherwise be subject to the foregoing restrictions (not including debt permitted
to be secured under the foregoing restrictions), plus the aggregate Attributable
Debt (determined as of the Incurrence Time) of Sale and Leaseback Transactions
(other than Sale and Leaseback Transactions permitted by the Indenture) entered
into after the date of the Indenture and in existence at the Incurrence Time
(less the aggregate amount of proceeds of such Sale and Leaseback Transactions
which shall have been applied in accordance with the terms of the Indenture),
does not exceed 15% of its Consolidated Net Tangible Assets (defined below).
(Section 10.07)
Restrictions on Sale and Leaseback Transactions. The Indenture provides
that the Company will not itself, and will not permit any Restricted Subsidiary
to, enter into any Sale and Leaseback Transaction involving any Principal
Property unless (1) the Company or such Restricted Subsidiary would, at the time
of entering into such arrangement, be entitled, without equally and ratably
securing the Debt Securities of each series then outstanding, to incur, issue,
assume or guarantee debt secured by a Lien on such property, pursuant to the
provisions described in clauses (1) to (16) inclusive under "Restrictions on
Liens" above; or (2) the Company, within 180 days after the sale or transfer,
applies to the retirement of its Funded Debt (defined below) (subject to credits
for certain voluntary retirements of Funded Debt) an amount equal to the greater
of (a) the net proceeds of the sale of the Principal Property sold and leased
back pursuant to such arrangement or (b) the fair market value of the Principal
Property so sold and leased back. This restriction will not apply to a Sale and
Leaseback Transaction between the Company and an Affiliate or between a
Restricted Subsidiary and an Affiliate or involving the taking back of a lease
for a period of less than three years. (Section 10.08)
Notwithstanding the foregoing, the Company and its Restricted Subsidiaries,
or any of them, may enter into a Sale and Leaseback Transaction that would
otherwise be prohibited as set forth above, provided, that at the time of such
transaction, after giving effect thereto, the sum of (i) the aggregate amount of
the Attributable Debt in respect of all Sale and Leaseback Transactions existing
at such time which could not have been entered into except in reliance on this
paragraph and (ii) the aggregate amount of Outstanding debt secured by Liens in
reliance on the second paragraph under the caption "Restrictions on Liens" above
does not at such time exceed 15% of the Consolidated Net Tangible Assets of the
Company. (Section 10.08)
CERTAIN DEFINITIONS
"Attributable Debt" means, in respect of a Sale and Leaseback Transaction
and as of any particular time, the present value (discounted at the rate of
interest implicit in the terms of the lease involved in such Sale and Leaseback
Transaction, as determined in good faith by the Company) of the obligation of
the lessee thereunder for net rental payments (excluding, however, any amounts
required to be paid by such lessee, whether or not designated as rent or
additional rent, on account of maintenance and repairs, services, insurance,
taxes, assessments, water rates or similar charges or any amounts required to be
paid by such lessee thereunder contingent upon monetary inflation or the amount
of sales, maintenance and repairs, insurance, taxes, assessments, water rates or
similar charges) during the remaining term of such lease (including any period
for which such lease has been extended or may, at the option of the lessor, be
extended). (Section 1.02)
"Consolidated Net Tangible Assets" means the aggregate amount of assets
(less applicable reserves and other properly deductible items) after deducting
therefrom (a) all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles, and (b) all current
liabilities, as reflected in the Company's latest audited consolidated balance
sheet contained in the Company's most recent annual report to its stockholders
under Rule 14a-3 of the Exchange Act prior to the time as of which "Consolidated
Net Tangible Assets" shall be determined. (Section 1.02)
"Funded Debt" means all indebtedness maturing one year or more from the
date of the creation thereof, all indebtedness directly or indirectly renewable
or extendible, at the option of the debtor, by its terms or by the terms of any
instrument or agreement relating thereto, to a date one year or more from the
date of the
7
<PAGE> 9
creation thereof, and all indebtedness under a revolving credit or similar
agreement obligating the lender or lenders to extend credit over a period of one
year or more. (Section 1.02)
"Lien" means any mortgage, lien, pledge, charge, security interest or other
encumbrance. (Section 1.02)
"Maturity," when used with respect to any Debt Security, means the date on
which the principal of such Debt Security or an installment of principal or, in
the case of an Original Issue Discount Security, the principal amount payable
upon a declaration of acceleration, becomes due and payable as therein provided,
whether at the Stated Maturity or by declaration of acceleration, call for
redemption or otherwise. (Section 1.02)
"Original Issue Discount Security" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
deceleration of acceleration of the Maturity thereof. (Section 1.02)
"Principal Property" means any single office building, manufacturing or
processing plant, warehouse or other similar facility owned by the Company or
any Restricted Subsidiary, the book value of the property, plant and equipment
of which (as shown, net of depreciation, on the books of the owner or owners) is
not less than 2% of the Consolidated Net Tangible Assets at the end of the most
recent fiscal year of the Company, reflected in the latest audited consolidated
statement of financial position contained in the Company's most recent annual
report to its stockholders, except (a) any such plant or facility (i) owned
jointly or in common with one or more Persons other than the Company and its
Restricted Subsidiaries, in which the interest of the Company and its Restricted
Subsidiaries does not exceed 50%, or (ii) which the Board of Directors
determines by Board Resolution in good faith is not of material importance to
the total business conducted, or assets owned, by the Company and its
Subsidiaries as an entirety, or (b) any portion of any such plant or facility
which the Board of Directors determines by Board Resolution in good faith not to
be of material importance to the use or operation thereof. (Section 1.02)
"Restricted Subsidiary" means any Subsidiary which as of such time meets
the definition of a "significant subsidiary" contained, as of the date of the
Indenture, in Regulation S-X of the Commission. (Section 1.02)
"Subsidiary" means a corporation of which a majority of the Capital Stock
having voting power under ordinary circumstances to elect a majority of the
board of directors of such corporation is owned by (i) the Company, (ii) the
Company and one or more Subsidiaries or (iii) one or more Subsidiaries. (Section
1.02)
"U.S. Government Obligation" means (a) any security which is (i) a direct
obligation of the United States of America for the payment of which the full
faith and credit of the United States of America is pledged or (ii) an
obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (b) any depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any U.S. Government Obligation which is specified in
clause (a) above and held by such bank for the account of the holder of such
depositary receipt, or with respect to any specific payment of principal of or
interest on any U.S. Government Obligation which is so specified and held,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of principal or interest evidenced
by such depositary receipt. (Section 13.04)
MERGERS AND SALES OF ASSETS BY THE COMPANY
The Indenture provides that the Company shall not consolidate with or merge
with or into any other Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, unless, (1) either (a) the
Company shall be the continuing corporation or (b) any successor or purchaser
(i) is a corporation, partnership or trust organized and validly existing under
the laws of the United States or any state thereof or the District of Columbia
and (ii) expressly assumes, by a supplemental indenture, all of the obligations
of the Company under the Debt Securities and the Indenture; (2) immediately
after giving effect
8
<PAGE> 10
to such transaction, no Event of Default shall have occurred and be continuing;
(3) if, as a result of any such consolidation or merger or such conveyance,
transfer or lease, properties or assets of the Company or any Restricted
Subsidiary would become subject to a Lien which would not be permitted by the
Indenture, the Company or, if applicable, the successor to the Company, shall
take such steps as shall be necessary to secure the Debt Securities equally and
ratably with debt secured by such Lien; and (4) certain other conditions are
met. (Section 8.01) The successor Person formed by such consolidation or into
which the Company is merged or the successor Person to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of the Company under the Indenture, and the
Company, except in the case of a lease of its properties and assets
substantially as an entirety, shall be relieved of all obligations and covenants
under the Indenture and the Debt Securities. (Section 8.02)
EVENTS OF DEFAULT
The following events are defined in the Indenture as "Events of Default"
with respect to the Debt Securities of any series, unless otherwise provided
with respect to such series: (1) failure to pay any interest upon any Debt
Security of that series when due and payable, continued for 30 days; (2) failure
to pay principal of or any premium on any Debt Security of that series at its
Maturity; (3) failure to deposit any sinking fund payment, when and as due, by
the terms of any Debt Security of that series, continued for 30 days; (4)
failure to perform any other covenant of the Company in the Indenture (other
than a covenant included in the Indenture solely for the benefit of a series of
Debt Securities other than that series), continued for 90 days after written
notice as provided under the Indenture; (5) certain events in bankruptcy,
insolvency or reorganization involving the Company; (6) any other Event of
Default provided with respect to Debt Securities of that series. (Section 5.01)
If an Event of Default (other than an Event of Default described in clause
(5) in the above paragraph) with respect to any series of the Debt Securities
Outstanding under the Indenture occurs and is continuing, then either the
Trustee or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Debt Securities of such series by notice as provided in the
Indenture may declare the principal amount (or, if any of the Debt Securities of
such series are Original Issue Discount Securities, such lesser portion of the
principal amount of such Debt Securities as may be specified by the terms
thereof) of all the Debt Securities of that series to be immediately due and
payable. If an Event of Default described in clause (5) in the above paragraph
with respect to any series of Debt Securities Outstanding under the Indenture
occurs, the principal amount (or, if any of the Debt Securities of that series
are Original Issue Discount Securities, such portion of the principal amount of
such Debt Securities as may be specified by the terms thereof) shall
automatically, and without any declaration or other action on the part of the
Trustee or any Holder, become immediately due and payable. At any time after a
declaration of acceleration with respect to Debt Securities of any series has
been made, but before a judgment or decree for payment of money has been
obtained by the Trustee, the Holders of a majority in aggregate principal amount
of the Outstanding Debt Securities of that series may, under certain
circumstances, rescind and annul such acceleration. (Section 5.02)
Subject to the provisions of the Trust Indenture Act, the Indenture
provides that the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request or direction of any of the
Holders, unless such Holders shall have offered to the Trustee reasonable
indemnity. (Sections 6.01 and 6.03). Subject to such provisions for the
indemnification of the Trustee, the Holders of a majority in aggregate principal
amount of the Outstanding Debt Securities of any series will have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, with respect to the Debt Securities of that series.
(Section 5.12)
The Company is required to furnish to the Trustee annually a statement by
certain officers as to the performance by the Company of certain of its
obligations under the Indenture and as to any default in such performance.
(Section 10.04)
The Indenture provides that notwithstanding any other provisions thereof,
the right of any Holder to receive payment of the principal of (and premium, if
any) and interest on the Debt Securities or to institute suit for the
enforcement of such payment shall not be impaired without such Holder's consent.
(Section 5.08)
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<PAGE> 11
MODIFICATION AND WAIVER
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Debt Securities of all series which are
affected by the modification or amendment (voting as one class), to execute
supplemental indentures modifying the Indenture or any supplemental indenture;
provided, however, that without the consent of the Holder of each Debt Security
affected by such modification, no such modification shall, (1) change the Stated
Maturity of the principal of, or any installment of principal of or interest on,
any Debt Security, or reduce the principal amount thereof, or reduce the rate of
interest thereon, or reduce any premium payable upon the redemption thereof, or
reduce the amount of the principal of an Original Issue Discount Security or any
other Debt Security that would be due and payable upon acceleration of the
maturity thereof, change the place of payment where, or the currency in which,
any Debt Security is payable, impair the right to institute suit for the
enforcement of any payment on or after the Stated Maturity thereof, or (2)
reduce the percentage of aggregate principal amount of Outstanding Debt
Securities of any series, the consent of the Holders of which is required for
any such modification or amendment of the Indenture, or (3) modify the foregoing
requirements or reduce the percentage of Outstanding Debt Securities necessary
to waive compliance with certain provisions of the Indenture or for waiver of
certain defaults. (Section 9.02)
The Holders of not less than a majority in aggregate principal amount of
the Outstanding Debt Securities of all series that would be affected by such a
waiver (voting as one class) may waive compliance by the Company with certain
provisions of the Indenture. (Section 10.09) The Holders of not less than a
majority in aggregate principal amount of the Outstanding Debt Securities of all
series that would be affected by such a default (voting as one class) may, on
behalf of the Holders of all Debt Securities of such series, waive any past
default under the Indenture with respect to Debt Securities of such series,
except a default (1) in the payment of principal of, or any premium or interest
on, any Debt Security of such series, or (2) in respect of a covenant or
provision of the Indenture which cannot be modified or amended without the
consent of the Holder of each Outstanding Debt Security of such series affected.
(Section 5.13)
The Indenture provides that, in determining whether the Holders of the
requisite aggregate principal amount of the Outstanding Debt Securities have
given, made or taken any request, demand, authorization, direction, notice,
consent, waiver or other action thereunder as of any date, (a) the principal
amount of an Original Issue Discount Security which shall be deemed to be
Outstanding shall be the amount of the principal thereof which would be due and
payable as of such date upon acceleration of the Maturity thereof to such date,
(b) if, as of such date, the principal amount payable at the Stated Maturity of
a Debt Security is not determinable, the principal amount of such Debt Security
which shall be deemed to be Outstanding shall be the amount as established in or
pursuant to a Board Resolution and set forth, or determined in the manner
provided, in an Officers' Certificate, or established in one or more
supplemental indentures, prior to the issuance of such Debt Securities, (c) the
principal amount of a Debt Security denominated in one or more foreign
currencies or currency units which shall be deemed to be Outstanding shall be
the U.S. dollar equivalent, determined as of such date in the manner as
described in clause (b) above, of the principal amount of such Debt Security,
(or, in the case of a Debt Security described in clause (a) or (b) above, of the
amount determined as provided in such clause), and (d) Debt Securities owned by
the Company or any other obligor upon the Debt Securities or any Affiliate of
the Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Debt Securities which the Trustee knows to
be so owned shall be so disregarded. Debt Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Debt Securities and that the pledgee is not the Company or any other
obligor upon the Debt Securities or any Affiliate of the Company or of such
other obligor. (Section 1.02)
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<PAGE> 12
DEFEASANCE AND COVENANT DEFEASANCE
Unless otherwise specified in an applicable Prospectus Supplement, the
following provisions relating to defeasance and discharge of indebtedness, or
relating to defeasance of certain covenants in the Indenture, will apply to the
Debt Securities of any series, or to any specified part of a series. (Section
13.01)
Defeasance and Discharge. The Indenture provides that the Company will be
discharged from all its obligations with respect to such Debt Securities (except
for certain obligations to exchange or register the transfer of Debt Securities,
to replace stolen, lost or mutilated Debt Securities, to maintain paying
agencies and to hold moneys for payment in trust) upon the deposit in trust for
the benefit of the Holders of such Debt Securities of money or U.S. Government
Obligations, or both, which, through the payment of principal and interest in
respect thereof in accordance with their terms, will provide money in an amount
sufficient to pay any installment of principal of and any premium and interest
on and any mandatory sinking fund payments in respect of such Debt Securities on
the respective Stated Maturities in accordance with the terms of the Indenture
and such Debt Securities. Such defeasance or discharge may occur only if, among
other things, the Company has delivered to the Trustee an Opinion of Counsel to
the effect that the Company has received from, or there has been published by,
the United States Internal Revenue Service a ruling, or there has been a change
in tax law, in either case to the effect that Holders of such Debt Securities
will not recognize gain or loss for federal income tax purposes as a result of
such deposit, defeasance and discharge and will be subject to federal income tax
on the same amount, in the same manner and at the same times as would have been
the case if such deposit, defeasance and discharge were not to occur. (Sections
13.02 and 13.04)
Defeasance of Certain Covenants. The Indenture provides that the Company
may omit to comply with certain restrictive covenants described under the
captions "Restrictions on Liens" and "Restrictions on Sale and Leaseback
Transactions" above and any that may be described in the applicable Prospectus
Supplement or Prospectus Supplements, and the occurrence of certain Events of
Default and any that may be described in the applicable Prospectus Supplement,
will be deemed not to be or result in an Event of Default, in each case with
respect to such Debt Securities. In order to do so, the Company will be required
to deposit, in trust for the benefit of the Holders of such Debt Securities,
money or U.S. Government Obligations, or both, which through the payment of
principal and interest in respect thereof in accordance with their terms, will
provide money in an amount sufficient to pay any installment of the principal of
and any premium and interest on and any mandatory sinking fund payments in
respect of such Debt Securities on the respective Stated Maturities in
accordance with the terms of the Indenture and such Debt Securities. The Company
will also be required, among other things, to deliver to the Trustee an Opinion
of Counsel to the effect that Holders of such Debt Securities will not recognize
gain or loss for federal income tax purposes as a result of such deposit and
defeasance of certain obligations and will be subject to federal income tax on
the same amount, in the same manner and at the same times as would have been the
case if such deposit and defeasance were not to occur. In the event the Company
exercised this option with respect to any Debt Securities and such Debt
Securities were declared due and payable because of the occurrence of any Event
of Default, the amount of money and U.S. Government Obligations so deposited in
trust would be sufficient to pay amounts due on such Debt Securities at the time
of their respective Stated Maturities but may not be sufficient to pay amounts
due on such Debt Securities upon any acceleration resulting from such Event of
Default. In such case, the Company would remain liable for such payments.
(Sections 13.03 and 13.04)
THE TRUSTEE
The Trustee is trustee under the Indenture pursuant to which the Debt
Securities are to be issued. Effective January 1, 1997 the Trustee is also
master trustee and custodian for the Fluor Corporation Master Retirement Trust,
the Fluor Employee Benefit Trust and the Fluor Corporation Executive Deferred
Compensation Program Trust. In addition, the Company maintains with the Trustee
one inactive corporate demand deposit account.
Upon the occurrence of an Event of Default or an event which, after notice
or lapse of time or both, would become an Event or Default, or upon the
occurrence of a default under such other indenture, the Trustee may be deemed to
have a conflicting interest with respect to the Debt Securities for purposes of
the Trust Indenture Act and, unless the Trustee is able to eliminate any such
conflicting interest, the Trustee may
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<PAGE> 13
be required to resign as Trustee under the Indenture. In that event, the Company
would be required to appoint a successor Trustee for the Indenture.
GOVERNING LAW
The Indenture and the Debt Securities will be governed by, and construed in
accordance with, the laws of the State of New York. (Section 1.13)
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to one or more underwriters for public
offering and sale by them or may sell Debt Securities to investors directly or
through agents or dealers. Any such underwriter or agent involved in the offer
and sale of the Debt Securities will be named in an applicable Prospectus
Supplement or Prospectus Supplements.
Underwriters may offer and sell the Debt Securities at a fixed price or
prices, which may be changed, or from time to time at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Company may also offer and sell the Debt Securities in
exchange for one or more of its outstanding issues of Debt Securities. The
Company also may, from time to time, authorize underwriters acting as the
Company's agents to offer and sell the Debt Securities upon the terms and
conditions set forth in any Prospectus Supplement. In connection with the sale
of Debt Securities, underwriters may be deemed to have received compensation
from the Company in the form of underwriting discounts or commissions and may
also receive commissions from purchasers of Debt Securities for whom they may
act as agent. Underwriters may sell Debt Securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions (which may be changed from
time to time) from the purchasers for whom they may act as agent.
Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Debt Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in an applicable Prospectus Supplement or Prospectus
Supplements. Underwriters, dealers and agents participating in the distribution
of the Debt Securities may be deemed to be underwriters under the Securities
Act, and any discounts and commissions received by them and any profit realized
by them on resale of the Debt Securities may be deemed to be underwriting
discounts and commissions under the Securities Act. Underwriters, dealers and
agents may be entitled, under agreements with the Company, to indemnification
against and contribution toward, certain civil liabilities, including
liabilities under the Securities Act, and to reimbursement by the Company for
certain expenses.
If so indicated in an applicable Prospectus Supplement or Prospectus
Supplements, the Company will authorize agents or dealers acting as the
Company's agents to solicit offers by certain institutions to purchase Debt
Securities from the Company at the public offering price set forth in such
Prospectus Supplement or Prospectus Supplements pursuant to Delayed Delivery
Contracts ("Contracts") providing for payment and delivery on the date or dates
stated in such Prospectus Supplement or Prospectus Supplements. Each Contract
will be for an amount not less than, and the aggregate principal amount of Debt
Securities sold pursuant to Contracts shall not be less nor more than, the
respective amounts stated in such Prospectus Supplement or Prospectus
Supplements. Institutions with whom Contracts, when authorized, may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and other
institutions, but will in all cases be subject to the approval of the Company.
Contracts will not be subject to any conditions except (i) the purchase by an
institution of the Debt Securities covered by its Contracts shall not at the
time of delivery be prohibited under the laws of any jurisdiction in the United
States to which such institution is subject, and (ii) if the Debt Securities are
being sold to underwriters, the Company shall have sold to such underwriters the
total principal amount of the Debt Securities less the principal amount thereof
covered by Contracts.
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<PAGE> 14
The Debt Securities may or may not be listed on a national securities
exchange or a foreign securities exchange. The Debt Securities will be a new
issue of securities with no established trading market. Any underwriters or
agents to or through whom Debt Securities are sold by the Company for public
offering and sale may make a market in such Debt Securities, but such
underwriters and agents will not be obligated to do so and may discontinue any
market-making at any time without notice. No assurance can be given as to the
liquidity of the trading market for any Debt Securities.
Certain of the underwriters, dealers and/or agents and their associates may
be customers of, engage in transactions with and perform services for the
Company, including its subsidiaries, in the ordinary course of business.
LEGAL MATTERS
Certain legal matters with respect to the legality of the Debt Securities
being offered hereby will be passed upon for the Company by Gibson, Dunn &
Crutcher LLP, Orange County, California.
EXPERTS
The consolidated financial statements of Fluor Corporation incorporated by
reference in Fluor Corporation's Annual Report on Form 10-K for the year ended
October 31, 1996, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon incorporated by reference therein and
incorporated herein by reference. Such financial statements are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining
to such financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such firm as
experts in accounting and auditing.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES
DESCRIBED HEREIN OR THEREIN OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION
IS UNLAWFUL. NEITHER THE DELIVERY OF THE PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT
NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH
INFORMATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3
Use of Proceeds....................... 3
Ratios of Earnings to Fixed Charges... 3
Description of the Debt Securities.... 3
Plan of Distribution.................. 12
Legal Matters......................... 13
Experts............................... 13
</TABLE>
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FLUOR CORPORATION
$400,000,000
------------------------
DEBT SECURITIES
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<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with this offering to be borne by the
Company are:
<TABLE>
<S> <C>
Registration fees......................................................... $121,212
Printing fees and expenses................................................ 25,000
Accounting fees and expenses.............................................. 25,000
Trustee fees.............................................................. 6,000
Rating agency fees........................................................ 205,000
Legal fees and expenses................................................... 100,000
Blue Sky fees............................................................. 10,000
Miscellaneous............................................................. 15,000
--------
Total........................................................... $507,212
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation requires that directors
and officers be indemnified to the maximum extent permitted by Delaware law.
The General Corporation Law of the State of Delaware (the "Delaware GCL")
provides in general that a director or officer of a corporation (i) shall be
indemnified by the corporation for all expenses of litigation or other legal
proceedings when he is successful on the merits, (ii) may be indemnified by the
corporation for the expenses, judgments, fines and amounts paid in settlement of
such litigation (other than a derivative suit) even if he is not successful on
the merits if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation (and, in the case
of a criminal proceeding, had no reasonable cause to believe his conduct was
unlawful), and (iii) may be indemnified by the corporation for expenses of a
derivative suit (a suit by a stockholder alleging a breach by a director or
officer of a duty owed to the corporation), even if he is not successful on the
merits, if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, provided that no
such indemnification may be made in accordance with this clause (iii) if the
director or officer is adjudged liable to the corporation, unless a court
determines that, despite such adjudication but in view of all of the
circumstances, he is entitled to indemnification of such expenses. The
indemnification described in clauses (ii) and (iii) above shall be made only
upon order by a court or a determination by (a) a majority of a quorum of
disinterested directors, (b) under certain circumstances, independent legal
counsel or (C) the stockholders, that indemnification is proper because the
applicable standard of conduct is met. Expenses incurred by a director or
officer in defending an action may be advanced by the corporation prior to the
final disposition of such action upon receipt of an undertaking by such director
or officer to repay such expenses if it is ultimately determined that he is not
entitled to be indemnified in connection with the proceeding to which the
expenses related.
The Company's Restated Certificate of Incorporation includes a provision
eliminating, to the fullest extent permitted by Delaware law, director liability
for monetary damages for breaches of fiduciary duty.
II-1
<PAGE> 17
ITEM 16. EXHIBITS.
<TABLE>
<S> <C>
1.1 Form of Distribution Agreement*
4 Form of Indenture between the Company and Bankers Trust Company, as Trustee (including
the forms of the debt securities)*
5 Opinion of Gibson, Dunn & Crutcher LLP*
12 Statement re Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5)*
23.2 Consent of 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*
25 Statement of Eligibility and Qualification on Form T-1 of Bankers Trust Company, as
Trustee under the Indenture*
</TABLE>
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* Previously filed with this Registration Statement on December 20, 1996.
ITEM 17. UNDERTAKINGS.
(a) 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, as amended (the "Securities Act");
(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;
(iii) To included 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 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, as amended (the "Exchange Act"), that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such
II-2
<PAGE> 18
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
(e) The undersigned Registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the Trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Securities Act.
II-3
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Irvine, State of California, on
February 14, 1997.
FLUOR CORPORATION
By: /s/ LAWRENCE N. FISHER
------------------------------------
Lawrence N. Fisher
Senior Vice President of Law and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------- ------------------
<C> <S> <C>
* Chairman of the Board, Chief February 14, 1997
- ------------------------------------------ Executive Officer and Director
Leslie G. McCraw (Principal Executive Officer)
* Vice President and Chief February 14, 1997
- ------------------------------------------ Financial Officer (Principal
J. Michal Conaway Financial and Accounting
Officer)
* Director February 14, 1997
- ------------------------------------------
Donald L. Blankenship
* Director February 14, 1997
- ------------------------------------------
Carroll A. Campbell, Jr.
* Director February 14, 1997
- ------------------------------------------
Hugh K. Coble
* Director February 14, 1997
- ------------------------------------------
Peter J. Fluor
* Director February 14, 1997
- ------------------------------------------
David P. Gardner
* Director February 14, 1997
- ------------------------------------------
William R. Grant
</TABLE>
II-4
<PAGE> 20
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------- ------------------
<C> <S> <C>
* Director February 14, 1997
- ------------------------------------------
Bobby R. Inman
* Director February 14, 1997
- ------------------------------------------
Robert V. Lindsay
* Director February 14, 1997
- ------------------------------------------
Vilma S. Martinez
* Director February 14, 1997
- ------------------------------------------
Buck Mickel
* Director February 14, 1997
- ------------------------------------------
Martha R. Seger
*By: /s/ LAWRENCE N. FISHER February 14, 1997
--------------------------------------
Lawrence N. Fisher,
Attorney-in-Fact
</TABLE>
Manually signed powers of attorney authorizing Lawrence N. Fisher, Robert R.
Dryden and Raymond M. Bukaty, and each of them, to sign this Registration
Statement and any amendments thereto as attorneys-in-fact for certain directors
and officers of the issuer were previously filed with this Registration
Statement on December 20, 1996 as Exhibits 24.1 and 24.2 thereto.
II-5
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------- ---------------------------------------------------------------------- -------------
<S> <C> <C>
1.1 Form of Distribution Agreement*.......................................
4 Form of Indenture between the Company and Bankers Trust Company, as
Trustee (including the forms of the debt securities)*.................
5 Opinion of Gibson, Dunn & Crutcher LLP*...............................
12 Statement re Computation of Ratio of Earnings to Fixed Charges........
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5)*.......
23.2 Consent of 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*............................................................
25 Statement of Eligibility and Qualification on Form T-1 of Bankers
Trust Company, as Trustee under the Indenture*........................
</TABLE>
- ---------------
* Previously filed with this Registration Statement on December 20, 1996.
<PAGE> 1
EXHIBIT 12
FLUOR CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Year Ended October 31,
------------------------------------------------------------------------
1996 1995 1994 1993 1992
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Income from continuing
operations before
income taxes............... $413,218 $362,214 $303,299 $242,200 $215,350
Add (subtract)
Undistributed income from
less than 50% owned
persons.................. (7,369) (163) (6,000) -- --
Fixed charges.............. 41,585 35,597 36,872 43,144 50,247
-------- -------- -------- -------- --------
Total...................... $447,434 $397,648 $334,171 $285,344 $265,597
======== ======== ======== ======== ========
Fixed charges
Interest expense........... $ 16,051 $ 13,385 $ 16,861 $ 19,982 $ 23,580
Portion of rents
representative of
interest factor.......... 25,534 22,212 20,011 23,162 26,667
-------- -------- -------- -------- --------
Total fixed charges........ $ 41,585 $ 35,597 $ 36,872 $ 43,144 $ 50,247
======== ======== ======== ======== ========
Ratio of earnings to
fixed charges............ 10.76 11.17 9.06 6.61 5.29
======== ======== ======== ======== ========
</TABLE>
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-18315) and related Prospectus of Fluor
Corporation for the registration of $400,000,000 principal amount of Senior Debt
Securities and to the incorporation by reference therein of our report dated
November 19, 1996, with respect to the consolidated financial statements of
Fluor Corporation incorporated by reference in its Annual Report (Form 10-K) for
the year ended October 31, 1996, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
--------------------------------------
ERNST & YOUNG LLP
Orange County, California
February 14, 1997
