<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________
FLUOR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-0740960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3353 MICHELSON DRIVE
IRVINE, CALIFORNIA 92698
(Address of principal executive offices)
_____________
DMIS, INC. NISSAN MAINTENANCE PROJECT
RETIREMENT & SAVINGS PLAN
(Full title of the plan)
_____________
LAWRENCE N. FISHER
SENIOR VICE PRESIDENT-LAW AND SECRETARY
3353 MICHELSON DRIVE
IRVINE, CALIFORNIA 92698
(714) 975-6995
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_____________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate
Title of Securities to be Price per Offering Amount of
to be Registered Registered Share(1) Price(1) Registration Fee
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,000 shares(2) $55.3125(2) $55,312.50(2) $16.76(2)
============================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rules 457(h) and 457(c) and based on the average of the high and
low prices of the Common Stock of Fluor Corporation as reported on July 11,
1997 on the New York Stock Exchange, Inc.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of plan interests
to be offered or sold pursuant to the Plan. In accordance with Rule
457(h)(2), no separate fee calculations are made for plan interests.
================================================================================
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by Fluor Corporation
(the "Registrant") relating to 1,000 shares of the Registrant's Common Stock,
issuable pursuant to the DMIS, Inc. Nissan Maintenance Project Retirement &
Savings Plan (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------
ITEM 1. PLAN INFORMATION.*
------------------
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
-------------------------------------------------------------
*Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
----------------------------------------
The following documents filed by the Registrant and the Plan with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1996;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended January 31, 1997;
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 1997;
(d) The Plan's Annual Report on Form 11-K for the year ended December
31, 1996; and
(e) The description of the Registrant's Common Stock contained in a
Registration Statement filed by the Registrant pursuant to
Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act"), and any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant and the Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of the filing of such documents.
For purposes of this Registration Statement, any statement contained
in a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated herein by reference modifies or supersedes
2
<PAGE>
such statement in such document. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
--------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
---------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------------------------------------------
The Registrant is a Delaware corporation. Article Nineteen of the
Registrant's Restated Certificate of Incorporation provides that the officers
and directors of the Registrant shall be indemnified and held harmless by the
Registrant to the fullest extent authorized by the Delaware General Corporation
Law, as amended from time to time (the "GCL"). Section 145 of the GCL provides
that a Delaware corporation has the power to indemnify officers and directors in
certain circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action in the right of the corporation), against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding provided such director or officer acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director or officer has no reasonable cause to believe his conduct was
unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit;
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation. However, no indemnification may be made in respect of any
obligation, issue or matter as to which such director or officer has been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, the director or officer is fairly and
reasonably entitled to indemnity for such expenses, which the Court of Chancery
or such other court shall deem proper.
Section 145 further provides that to the extent that a director or
officer has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
or in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith. Article Nineteen of the Registrant's Restated
Certificate of Incorporation provides that the indemnification provided for
thereunder shall be a contract right which shall include the right to be paid
expenses incurred in defending any proceeding in advance of its final
disposition subject to any undertakings required under the GCL. Subsection (e)
of Section 145 requires an undertaking to repay any such amount advanced if the
director or officer receiving such amount is ultimately determined not to be
entitled to indemnification.
3
<PAGE>
Article Nineteen limits indemnification of any officer or director
with respect to actions initiated by such person to those actions where such
indemnification is approved by the Registrant's Board of Directors.
Indemnification provided for by Section 145 and Article Nineteen is
not to be deemed exclusive of any other rights to which the indemnified party
may be entitled. Both Section 145 and Article Nineteen permit the Registrant to
maintain insurance on behalf of a director or officer against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Registrant would have the power to
indemnify him against such liabilities under Section 145.
Article Nineteen provides that any director or officer claiming rights
to indemnification thereunder may bring suit if such indemnification is not paid
within thirty days. Article Nineteen further provides that the Registrant bears
the burden of proving that the claimant has not met the standards of conduct
required for indemnification under the GCL if the Registrant elects to defend
any such action.
Article Eighteen of the Registrant's Restated Certificate of
Incorporation provides that, to the fullest extent permitted under the GCL, a
director of the Registrant shall not be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
------------------------------------
Not applicable.
ITEM 8. EXHIBITS.
---------
4.1 Restated Certificate of Incorporation of the Registrant, as in
effect as of March 18, 1987 (filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-8 (No. 333-18151)
and incorporated herein by reference)
4.2 Restated Bylaws of the Registrant, as amended effective January
28, 1997 (filed as Exhibit 3.2 to the Registrant's Form 10-K for
the fiscal year ended October 31, 1996, and incorporated herein
by reference)
5 Opinion of Lawrence N. Fisher as to the legality of the
securities being registered
23.1 Consent of Ernst & Young LLP, independent auditors of the
Registrant and the Plan
23.2 Consent of Lawrence N. Fisher (contained in Exhibit 5 hereof)
24 Powers of Attorney
The Registrant hereby undertakes that the Registrant will submit or
has submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.
ITEM 9. UNDERTAKINGS.
-------------
(a) The undersigned registrant hereby undertakes:
4
<PAGE>
(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;
(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 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 subparagraphs (1)(i) and (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 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 a 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Orange, State of California.
FLUOR CORPORATION
Date: July 7, 1997 By: /s/ LAWRENCE N. FISHER
-------------------------------------------
Lawrence N. Fisher
Senior Vice President-Law and Secretary
Pursuant to the requirements of the Securities Act, the trustees (or
other persons who administer the Plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Orange, State of California.
DMIS, INC. NISSAN MAINTENANCE PROJECT
RETIREMENT & SAVINGS PLAN
Date: July 7, 1997 By: /s/ JAMES KIKENDALL
----------------------------------
James Kikendall, Secretary
Plan Administrative Committee
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
--------- ----- ----
Chief Executive Officer, July 7, 1997
Chairman of the Board and Director
* (Principal Executive Officer)
- ---------------------------------------------
Leslie G. McGraw
Vice President and July 7, 1997
Chief Financial Officer
* (Principal Accounting Officer)
- ---------------------------------------------
J. Michal Conaway
* Director July 7, 1997
- ---------------------------------------------
Don L. Blankenship
* Director July 7, 1997
- ---------------------------------------------
Carroll A. Campbell, Jr.
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
* Director July 7, 1997
- ---------------------------------------------
Peter J. Fluor
* Director July 7, 1997
- ---------------------------------------------
David P. Gardner
Director
- ---------------------------------------------
Thomas L. Gossage
* Director July 7, 1997
- ---------------------------------------------
William R. Grant
* Director July 7, 1997
- ---------------------------------------------
Bobby R. Inman
* Director July 7, 1997
- ---------------------------------------------
Robert V. Lindsay
* Director July 7, 1997
- ---------------------------------------------
Vilma S. Martinez
* Director July 7, 1997
- ---------------------------------------------
Buck Mickel
* Director July 7, 1997
- ---------------------------------------------
Martha R. Seger
</TABLE>
*By: /s/ RAYMOND M. BUKATY
---------------------
Raymond M. Bukaty
Attorney-in-Fact
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<C> <S>
4.1* Restated Certificate of Incorporation of the Registrant, as in effect as of March 18, 1987
4.2* Restated Bylaws of the Registrant, as amended effective January 28, 1997
5 Opinion of Lawrence N. Fisher as to the legality of the securities being registered
23.1 Consent of Ernst & Young LLP, independent auditors of the Registrant and the Plan
23.2 Consent of Lawrence N. Fisher (contained in Exhibit 5 hereof)
24 Powers of Attorney
</TABLE>
*Incorporated by reference. See page 4.
8
<PAGE>
EXHIBIT 5
[FLUOR CORPORATION LETTERHEAD]
July 7, 1997
Re: DMIS, Inc. Nissan Maintenance Project Retirement & Savings Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
As Senior Vice President-Law and Secretary 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 DMIS, Inc.
Nissan Maintenance Project Retirement & Savings Plan (the "Plan") and the
registration statement on Form S-8 (the "Registration Statement") being filed by
Fluor under the Securities Act of 1933, as amended, for the purpose of
registering 1,000 shares of common stock of Fluor for use in connection with the
Plan (the "Shares").
On the basis of my knowledge of Fluor's activities and its corporate
records, I am of the opinion that the Shares will be legally issued, fully paid
and nonassessable shares of Fluor when issued and paid for in accordance with
the Plan.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my opinion in the Registration
Statement.
Sincerely,
/s/ LAWRENCE N. FISHER
Lawrence N. Fisher
Enclosures
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) and related Prospectus pertaining to the DMIS, Inc. Nissan
Maintenance Project Retirement & Savings Plan (the "Plan") of (1) 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 (the "Commission") and (2) our report dated June 23, 1997 with
respect to the financial statements and financial statement schedule of the Plan
included in the Plan's Annual Report (Form 11-K) for the year ended December 31,
1996, filed with the Commission.
/s/ ERNST & YOUNG LLP
Orange County, California
July 9, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Chief Executive
Officer, Chairman of the Board and Director of Fluor Corporation, a Delaware
corporation ("Fluor"), does constitute and appoint Lawrence N. Fisher, Robert R.
Dryden, and Raymond M. Bukaty, and each of them, his true and lawful attorneys-
in-fact and agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign
Registration Statements on Form S-8 and any and all amendments thereto
(including post-effective amendments) 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 common stock of Fluor issuable
pursuant to the Fluor Daniel Craft Employees 401(k) Retirement Plan, the TRS
401(k) Retirement Plan, the TRS Salaried Employees' 401(k) Plan, and the Daniel
International Corporation Maintenance Benefit Plan for Nissan Maintenance
Project (collectively, the "Plans") and interests in such Plans and to file such
Registration Statements and any and all such amendments and any and all exhibits
thereto, and any and all other information and documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
each acting alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming as his own act and deed all that such attorneys-in-fact
and agents, and each of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of February 1997.
/s/ LESLIE G. McGRAW
--------------------
Leslie G. McGraw
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Vice President
and Chief Financial Officer of Fluor Corporation, a Delaware corporation
("Fluor"), does constitute and appoint Lawrence N. Fisher, Robert R. Dryden, and
Raymond M. Bukaty, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign Registration
Statements on Form S-8 and any and all amendments thereto (including post-
effective amendments) 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 common stock of Fluor issuable
pursuant to the Fluor Daniel Craft Employees 401(k) Retirement Plan, the TRS
401(k) Retirement Plan, the TRS Salaried Employees' 401(k) Plan, and the Daniel
International Corporation Maintenance Benefit Plan for Nissan Maintenance
Project (collectively, the "Plans") and interests in such Plans and to file such
Registration Statements and any and all such amendments and any and all exhibits
thereto, and any and all other information and documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
each acting alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as he might or could do in person, hereby
ratifying
1
<PAGE>
and confirming as his own act and deed all that such attorneys-in-fact
and agents, and each of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of February, 1997.
/s/ J. MICHAL CONAWAY
---------------------
J. Michal Conaway
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and each of them,
his true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-8 and any and all
amendments thereto (including post-effective amendments) 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 common
stock of Fluor issuable pursuant to the Fluor Daniel Craft Employees 401(k)
Retirement Plan, the TRS 401(k) Retirement Plan, the TRS Salaried Employees'
401(k) Plan, and the Daniel International Corporation Maintenance Benefit Plan
for Nissan Maintenance Project (collectively, the "Plans") and interests in such
Plans and to file such Registration Statements and any and all such amendments
and any and all exhibits thereto, and any and all other information and
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming as his own act and deed all
that such attorneys-in-fact and agents, and each of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of February, 1997.
/s/ DON L. BLANKENSHIP
----------------------
Don L. Blankenship
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and each of them,
his true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-8 and any and all
amendments thereto (including post-effective amendments) 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 common
stock of Fluor issuable pursuant to the Fluor Daniel Craft Employees 401(k)
Retirement Plan, the TRS 401(k) Retirement Plan, the TRS Salaried Employees'
401(k) Plan, and the Daniel International Corporation Maintenance Benefit Plan
for
2
<PAGE>
Nissan Maintenance Project (collectively, the "Plans") and interests in such
Plans and to file such Registration Statements and any and all such amendments
and any and all exhibits thereto, and any and all other information and
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming as his own act and deed all
that such attorneys-in-fact and agents, and each of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of February, 1997.
/s/ CARROLL A. CAMPBELL, JR.
----------------------------
Carroll A. Campbell, Jr.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and each of them,
his true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-8 and any and all
amendments thereto (including post-effective amendments) 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 common
stock of Fluor issuable pursuant to the Fluor Daniel Craft Employees 401(k)
Retirement Plan, the TRS 401(k) Retirement Plan, the TRS Salaried Employees'
401(k) Plan, and the Daniel International Corporation Maintenance Benefit Plan
for Nissan Maintenance Project (collectively, the "Plans") and interests in such
Plans and to file such Registration Statements and any and all such amendments
and any and all exhibits thereto, and any and all other information and
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming as his own act and deed all
that such attorneys-in-fact and agents, and each of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of February, 1997.
/s/ PETER J. FLUOR
------------------
Peter J. Fluor
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and each of them,
his true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him and in his name, place and
3
<PAGE>
stead, in any and all capacities, to sign Registration Statements on Form S-8
and any and all amendments thereto (including post-effective amendments) 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 common stock of Fluor issuable pursuant to the Fluor Daniel Craft
Employees 401(k) Retirement Plan, the TRS 401(k) Retirement Plan, the TRS
Salaried Employees' 401(k) Plan, and the Daniel International Corporation
Maintenance Benefit Plan for Nissan Maintenance Project (collectively, the
"Plans") and interests in such Plans and to file such Registration Statements
and any and all such amendments and any and all exhibits thereto, and any and
all other information and documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming as his own act and deed all that such attorneys-in-fact and agents,
and each of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of February, 1997.
/s/ DAVID P. GARDNER
--------------------
David P. Gardner
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and each of them,
his true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-8 and any and all
amendments thereto (including post-effective amendments) 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 common
stock of Fluor issuable pursuant to the Fluor Daniel Craft Employees 401(k)
Retirement Plan, the TRS 401(k) Retirement Plan, the TRS Salaried Employees'
401(k) Plan, and the Daniel International Corporation Maintenance Benefit Plan
for Nissan Maintenance Project (collectively, the "Plans") and interests in such
Plans and to file such Registration Statements and any and all such amendments
and any and all exhibits thereto, and any and all other information and
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming as his own act and deed all
that such attorneys-in-fact and agents, and each of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of February, 1997.
/s/ WILLIAM R. GRANT
--------------------
William R. Grant
POWER OF ATTORNEY
4
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and each of them,
his true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-8 and any and all
amendments thereto (including post-effective amendments) 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 common
stock of Fluor issuable pursuant to the Fluor Daniel Craft Employees 401(k)
Retirement Plan, the TRS 401(k) Retirement Plan, the TRS Salaried Employees'
401(k) Plan, and the Daniel International Corporation Maintenance Benefit Plan
for Nissan Maintenance Project (collectively, the "Plans") and interests in such
Plans and to file such Registration Statements and any and all such amendments
and any and all exhibits thereto, and any and all other information and
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming as his own act and deed all
that such attorneys-in-fact and agents, and each of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of February, 1997.
/s/ BOBBY R. INMAN
------------------
Bobby R. Inman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and each of them,
his true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-8 and any and all
amendments thereto (including post-effective amendments) 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 common
stock of Fluor issuable pursuant to the Fluor Daniel Craft Employees 401(k)
Retirement Plan, the TRS 401(k) Retirement Plan, the TRS Salaried Employees'
401(k) Plan, and the Daniel International Corporation Maintenance Benefit Plan
for Nissan Maintenance Project (collectively, the "Plans") and interests in such
Plans and to file such Registration Statements and any and all such amendments
and any and all exhibits thereto, and any and all other information and
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming as his own act and deed all
that such attorneys-in-fact and agents, and each of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of February, 1997.
5
<PAGE>
/s/ ROBERT V. LINDSAY
---------------------
Robert V. Lindsay
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and each of them,
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for her and in her name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-8 and any and all
amendments thereto (including post-effective amendments) 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 common
stock of Fluor issuable pursuant to the Fluor Daniel Craft Employees 401(k)
Retirement Plan, the TRS 401(k) Retirement Plan, the TRS Salaried Employees'
401(k) Plan, and the Daniel International Corporation Maintenance Benefit Plan
for Nissan Maintenance Project (collectively, the "Plans") and interests in such
Plans and to file such Registration Statements and any and all such amendments
and any and all exhibits thereto, and any and all other information and
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as she might or
could do in person, hereby ratifying and confirming as her own act and deed all
that such attorneys-in-fact and agents, and each of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed her
signature as of the 3rd day of February, 1997.
/s/ VILMA S. MARTINEZ
---------------------
Vilma S. Martinez
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and each of them,
his true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-8 and any and all
amendments thereto (including post-effective amendments) 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 common
stock of Fluor issuable pursuant to the Fluor Daniel Craft Employees 401(k)
Retirement Plan, the TRS 401(k) Retirement Plan, the TRS Salaried Employees'
401(k) Plan, and the Daniel International Corporation Maintenance Benefit Plan
for Nissan Maintenance Project (collectively, the "Plans") and interests in such
Plans and to file such Registration Statements and any and all such amendments
and any and all exhibits thereto, and any and all other information and
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and
6
<PAGE>
confirming as his own act and deed all that such attorneys-in-fact and agents,
and each of them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of February, 1997.
/s/ BUCK MICKEL
---------------
Buck Mickel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and each of them,
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for her and in her name, place and stead, in any and all
capacities, to sign Registration Statements on Form S-8 and any and all
amendments thereto (including post-effective amendments) 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 common
stock of Fluor issuable pursuant to the Fluor Daniel Craft Employees 401(k)
Retirement Plan, the TRS 401(k) Retirement Plan, the TRS Salaried Employees'
401(k) Plan, and the Daniel International Corporation Maintenance Benefit Plan
for Nissan Maintenance Project (collectively, the "Plans") and interests in such
Plans and to file such Registration Statements and any and all such amendments
and any and all exhibits thereto, and any and all other information and
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as she might or
could do in person, hereby ratifying and confirming as her own act and deed all
that such attorneys-in-fact and agents, and each of them, shall do or cause to
be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed her
signature as of the 3rd day of February, 1997.
/s/ MARTHA R. SEGER
-------------------
Martha R. Seger
OA970430.110
7
