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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 30, 1999
REGISTRATION NO. 333-71047
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FLUOR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 95-0740960
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NO.)
ORGANIZATION)
</TABLE>
3353 MICHELSON DRIVE
IRVINE, CALIFORNIA 92698
(949) 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
(949) 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
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 351-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement, as determined by
the Registrant 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 the 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 SAID SECTION 8(a),
MAY DETERMINE.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MARCH 30, 1999
PROSPECTUS
$500,000,000
FLUOR CORPORATION
Debt Securities
-------------------------
We will provide specific terms of these debt securities in supplements to
this prospectus. The prospectus supplements may also add, update or change
information contained or incorporated by reference in this prospectus. You
should read this prospectus and any supplement carefully before you invest.
-------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-------------------------
The date of this prospectus is , 1999
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YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT AUTHORIZED
ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT MAKING AN
OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU
SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THOSE
DOCUMENTS.
TABLE OF CONTENTS
<TABLE>
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PAGE
----
<S> <C>
About this Prospectus....................................... 2
Where You Can Find More Information......................... 3
Disclosure Regarding Forward-Looking Statements............. 4
The Company................................................. 4
Use of Proceeds............................................. 5
Ratio of Earnings to Fixed Charges.......................... 5
Description of the Debt Securities.......................... 5
Plan of Distribution........................................ 14
Legal Matters............................................... 16
Experts..................................................... 16
Glossary.................................................... 17
</TABLE>
ABOUT THIS PROSPECTUS
In this prospectus, all references to "we," "our," and "us" refer to Fluor
Corporation, a Delaware corporation.
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, we may sell any combination of the debt securities
described in this prospectus in one or more offerings up to a total dollar
amount of $500,000,000. This prospectus provides you with a general description
of the debt securities we may offer. Each time we sell debt securities, we will
provide a prospectus supplement that will contain specific information about the
terms of that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
under the caption "Where You Can Find More Information" below.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and periodic special reports, proxy statements
and other information with the SEC. You may read and copy any document we file
at the SEC's Public Reference Section at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the SEC: New York Regional
Office, 7 World Trade Center, 13th Floor, New York, New York 10048 and Chicago
Regional Office, Citicorp Center, 500 West Madison Street, Room 3190, Chicago,
Illinois 60661. Copies of these documents may be obtained from the SEC's Public
Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Please call the SEC at 1-800-732-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
over the Internet at the SEC's web site at http://www.sec.gov. You may also read
copies of these documents at the offices of the New York Stock Exchange, the
Chicago Stock Exchange and the Pacific Stock Exchange.
The SEC allows us to "incorporate by reference" the information contained
in documents that we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus and any
prospectus supplement, and information that we file later with the SEC will
automatically update and supersede some or all of this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until we sell all of the debt securities.
- Our Annual Report on Form 10-K for the year ended October 31, 1998.
- Our Quarterly Report on Form 10-Q for the quarter ended January 31, 1999.
You may request a copy of these filings, at no cost, by writing or
telephoning us at our principal executive offices at the following address:
Fluor Corporation
3353 Michelson Drive
Irvine, California 92698
Attention: Corporate Secretary
(949) 975-2000.
We have filed or incorporated by reference exhibits with the registration
statement that include the form of proposed underwriting agreement and
indenture. You should read the exhibits carefully for provisions that may be
important to you.
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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements. Although we believe
that our plans, intentions and expectations reflected in or suggested by such
forward-looking statements are reasonable, we can give no assurance that such
plans, intentions or expectations will be achieved. These forward-looking
statements are subject to risks, uncertainties and assumptions about us,
including those discussed elsewhere in the documents that are incorporated by
reference into this prospectus, and the following, any of which could affect our
future results of operations and financial condition and could cause actual
results to differ materially from those expressed in our forward-looking
statements:
- the effect of economic, credit and capital market conditions;
- the impact of competition;
- changes in customer demand; and
- changes in the laws or regulations affecting our businesses.
THE COMPANY
Fluor Corporation was incorporated in Delaware in 1978 as a successor in
interest to a California corporation of the same name that was originally
incorporated in 1924.
Fluor Corporation operates primarily through Fluor Daniel, Inc., one of the
world's largest engineering, construction and diversified services companies,
and A.T. Massey Coal Company, Inc., which is a major producer of low-sulfur
coal.
Fluor Daniel and other domestic and foreign subsidiaries provide design,
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.
A.T. Massey Coal Company mines, processes and sells bituminous, low-sulfur
coal of steam and metallurgical grades from 20 mining complexes located in West
Virginia, Kentucky, Virginia and Tennessee.
Our principal executive offices are located at the following address: 3353
Michelson Drive, Irvine, California 92698.
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USE OF PROCEEDS
Except as otherwise specified in a prospectus supplement, we will use the
net proceeds from the sale of the debt securities for general corporate purposes
including working capital, capital expenditures, stock purchase programs,
repayment and refinancing of debt and acquisitions. We may invest funds not
required immediately for such purposes in marketable securities and short-term
investments.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for each of the periods indicated
below is as follows:
<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED OCTOBER 31, ENDED JANUARY 31,
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1994 1995 1996 1997 1998 1998 1999
---- ----- ----- ---- ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
9.06 11.17 10.76 5.13 5.63 5.71 4.38
</TABLE>
For purposes of computing the ratio of earnings to fixed charges,
"earnings" consist of earnings from continuing operations before provision for
income taxes plus fixed charges less undistributed earnings from less than 50%
owned persons. "Fixed charges" consist of interest and debt expense, capitalized
interest and one-third of rental expense, which we believe is a reasonable
approximation of the interest factor of such rental expense.
DESCRIPTION OF THE DEBT SECURITIES
The debt securities covered by this prospectus will be our direct unsecured
obligations. The debt securities will be issued in one or more series under an
indenture, dated February 18, 1997, between us and Bankers Trust Company as
trustee.
This prospectus briefly outlines the material provisions of the indenture.
The indenture has been incorporated by reference as an exhibit to the
registration statement. Although this prospectus and the applicable prospectus
supplement provide all the information that we believe is material with respect
to the debt securities, you should read the indenture for provisions that may be
important to you. In the summary below, we have included references to section
numbers of the indenture so that you can easily locate these provisions. We have
also provided a glossary at the end of this prospectus to define the capitalized
words used in discussing the debt securities.
GENERAL
The debt securities will rank equally with all of our other unsecured and
unsubordinated debt. The indenture does not limit the amount of debt we may
issue under the indenture or otherwise. We may issue the debt securities in one
or more series with the same or various maturities, at par or a premium, or with
Original Issue Discount.
The debt securities may be issuable in the form of one or more global
securities, as further described under the caption "Global Securities" below.
Except for any debt securities issued in the form of a global security, the debt
securities are exchangeable or transferable without charge. We may, however,
require you to pay us for any tax or other governmental charge payable in
connection with the transfer and exchange and may also require you to furnish
appropriate endorsements and transfer documents. (Section 3.05)
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Unless otherwise specified in a prospectus supplement, any principal,
premium or interest payment will be payable, and the transfer of debt securities
will be registrable, at the principal corporate trust office of the Trustee. In
addition, unless otherwise specified in a prospectus supplement and except in
the case of any debt securities issued in the form of a global security, we may
opt to make interest payments by check, mailed to the address of the person
entitled to receive the interest payment as reflected on the security register.
(Sections 3.01, 3.05, 10.01 and 10.02)
The prospectus supplement relating to any series of debt securities being
offered will include all additional material terms of the offering not otherwise
contained in this prospectus. These terms will include some or all of the
following:
(1) The title of the debt securities;
(2) The aggregate principal amount of the debt securities;
(3) The person to whom any interest on the 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 of the debt securities
will be payable or the method for determining such date or dates and any
rights of extension;
(5) The interest rate or rates at which the debt securities will bear
interest, if any, and the date or dates from which such interest will
accrue, the interest payment dates for the debt securities and the regular
record dates for any interest payable on any interest payment date;
(6) The place or places where the principal of and any interest on the
debt securities are payable;
(7) The terms and conditions of any optional or mandatory redemption
provisions;
(8) The terms and conditions of any sinking fund or other analogous
provision that would obligate us to redeem or repurchase the debt
securities, in whole or in part, and any remarketing provisions for the
debt securities;
(9) The denominations in which the debt securities will be issuable,
if other than denominations of $1,000 or any integral multiple thereof;
(10) Any index or formula by which the amount of the principal, any
premium or interest payments on the debt securities will be determined and
the identity of any calculation agent;
(11) The currency in which the principal, any premium or interest
payments on the debt securities will be paid, if other than United States
dollars;
(12) The amount of principal payable upon acceleration of the debt
securities following an Event of Default, if other than the entire
principal amount;
(13) Any amount which will be deemed to be the principal amount of the
debt securities as of a particular Maturity or the manner in which the
principal amount is to be determined, if the principal amount payable at
the Maturity will not be determinable prior to the Maturity;
(14) Any changes to the defeasibility of the debt securities;
(15) Whether the debt securities are to be issued in whole or in part
in the form of one or more global securities held by a depositary on behalf
of holders or in the form of individual certificates to be held by each
holder and the circumstances under which any global security may be
exchanged for debt securities;
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(16) Any additions to or changes in the Events of Default which apply
to the debt securities and any changes in the right of the Trustee or the
holders of the debt securities to accelerate the maturity of the debt
securities;
(17) Any changes to the definition of "Business Day" with respect to
the debt securities;
(18) Whether the satisfaction of other conditions, in addition to
those specified in the indenture, are required and the terms of the
conditions;
(19) Any terms or conditions upon which holders may convert or
exchange the debt securities into shares of our common stock or other
securities or property;
(20) Any additions to or changes in the covenants set forth in the
indenture;
(21) Any other specific terms of the debt securities.
(Section 3.01)
The debt securities may be issued with Original Issue Discount, which means
that the debt securities may be sold at a discount below their principal amount.
Even if debt securities are not issued at a discount below their principal
amount, the debt securities may, for United States Federal income tax purposes,
be deemed to have been issued with Original Issue Discount because of their
interest payment characteristics. United States Federal income tax and other
considerations applicable to debt securities issued with Original Issue Discount
will be described in the prospectus supplement relating to those debt
securities. In addition, United States Federal tax considerations or other terms
or restrictions applicable to debt securities which are denominated in a
currency other than United States dollars will be described in the prospectus
supplement relating to those debt securities.
CONSOLIDATION, MERGER OR SALE
We have agreed not to consolidate with or merge with or into any other
entity or convey, transfer or lease substantially all of our properties and
assets to any person, unless:
(1) either
(a) we are the continuing corporation, or
(b) the successor or purchaser
- 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
- expressly assumes, by a supplemental indenture, all of our
obligations with respect to the debt securities and the
indenture;
(2) immediately after such transaction, no Event of Default exists;
(3) if, as a result of any such transaction, our properties or assets
would become subject to a Lien which would not be permitted by the
indenture, we or our successor, as applicable, secures the debt securities
equally and ratably with debt secured by such Lien; and
(4) other conditions specified in the indenture are met.
(Section 8.01)
The successor entity would succeed to and would be able to exercise every
right and power that we possess under the indenture. Except in the case of a
lease of substantially
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all of our properties and assets, we will thereafter be relieved of all
obligations and covenants under the indenture and the debt securities. (Section
8.02)
MODIFICATION OF INDENTURE
There are three categories of changes that we can make to the indenture and
the debt securities. First, there are changes that cannot be made to the debt
securities without the approval of each holder of debt securities affected by
the change. Second, there are changes that can be made with the approval of
holders of debt securities owning a majority in aggregate principal amount of
the outstanding debt securities of all series affected by the change (voting as
one class). All other changes may be made by us without the consent or vote of
holders of the debt securities.
The following is a summary of the changes that cannot be made without the
approval of each holder of debt securities affected by the change:
(1) changes to the time for paying principal or interest on any debt
security;
(2) reductions in the amount of principal of or interest on any debt
security;
(3) reductions in the amount of premium payable upon the redemption of
a debt security;
(4) reductions in the amount of principal of a debt security issued
with Original Issue Discount or any other debt security that would be due
and payable upon acceleration of Maturity;
(5) changes to the place where, or the currency in which, any debt
security is payable;
(6) impairment of the right to sue for the payment of any debt
security;
(7) reductions in the percentage of aggregate principal amount of debt
securities of any series, the consent of the holders of which is required
to modify or amend the indenture; or
(8) modifications to provisions relating to the requirements for
waiving compliance with some provisions or some defaults.
(Section 9.02)
Holders of debt securities owning a majority in aggregate principal amount
of the outstanding debt securities of all series affected by a change (voting as
one class) may, on behalf of the holders of all debt securities of the series,
waive:
(1) compliance by us with certain provisions of the indenture;
(Section 10.09)
(2) any past default under the indenture with respect to debt
securities of the series, except a default (a) in the payment of principal
of, or any premium or interest on, any debt security of the series, or (b)
in respect of a covenant or provision of the indenture which cannot be
modified without the consent of each holder of debt securities of a series
affected by the modification. (Section 5.13)
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,
(1) the principal amount of a debt security issued with Original Issue
Discount will be deemed to be the amount of the principal which would be
then due and payable;
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(2) if the principal amount payable at the stated Maturity of a debt
security is not determinable, the principal amount of the debt security
will be deemed to be the amount established in the applicable supplemental
indenture;
(3) the principal amount of a debt security denominated in one or more
foreign currencies or currency units will be deemed to be the U.S. dollar
equivalent of the principal amount of the debt security, determined
- in the manner established in the applicable supplemental
indenture or
- in the case of a debt security described in clause (1) or (2)
above, as provided in that clause; and
(4) debt securities owned by us, any of our affiliates or any other
obligor will be disregarded. In determining whether the Trustee will be
protected in relying upon any request, demand, authorization, direction,
notice, consent, waiver or other action, only debt securities which the
Trustee knows to be so owned will be 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
to so act with respect to the debt securities and that the pledgee is not
us, an affiliate of ours or any other obligor.
(Section 1.02)
EVENTS OF DEFAULT
The following will be "Events of Default" under the indenture with respect
to the debt securities of any series, unless otherwise specified in a prospectus
supplement:
(1) failure to pay any interest when due and payable, and the failure
continues for 30 days;
(2) failure to pay principal or any premium at Maturity;
(3) failure to deposit any sinking fund payment, when and as due, and
the failure continues for 30 days;
(4) except as otherwise specified by the indenture or with respect to
a covenant included solely for the benefit of debt securities other than
that series, failure to perform any other of our covenants under the
indenture, and the failure continues for 90 days after written notice as
provided under the indenture;
(5) some events in bankruptcy, insolvency or reorganization;
(6) any other Event of Default provided with respect to debt
securities of that series.
(Section 5.01)
If an Event of Default exists with respect to any series of debt
securities, then either the Trustee or the holders of at least 25% in aggregate
principal amount of the debt securities of the series may declare the entire
principal amount of all the debt securities of that series immediately due and
payable. If the Event of Default involves events in bankruptcy, insolvency or
reorganization (as described in clause (5) in the paragraph above), then the
principal amount of all the debt securities of that series will automatically,
and without any declaration or other action on the part of the Trustee or any
holder, become immediately due and payable. If any debt securities of a series
are issued with Original Issue Discount, the amount of the debt securities that
will become immediately due and payable in an Event of Default will be the
portion of the principal
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amount specified by the terms of the debt securities. At any time after the
Trustee or the holders have declared an acceleration of a series of debt
securities, 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 debt securities of that series may, under some circumstances, rescind and
annul the 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 the holders have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by
it in compliance with the holders' request or direction. (Sections 6.01 and
6.03) What will be deemed to constitute reasonable indemnity may vary depending
on what rights or powers the holders have requested or directed the Trustee to
exercise. Subject to the Trustee's right to indemnification, the holders of a
majority in aggregate principal amount of the 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)
We are required to furnish to the Trustee an annual statement by our
officers as to whether we have defaulted in the performance of our obligations
under the indenture. In the event that we are in default, we are required to
specify the nature and status of the default. (Section 10.04)
The right of any holder to receive principal, any premium and interest
payments on the debt securities or to institute suit for the enforcement of such
payment cannot be impaired without that holder's consent. (Section 5.08)
RESTRICTIVE COVENANTS
We have agreed to restrictions on our activities for the benefit of holders
of the debt securities. The restrictive covenants summarized below will apply,
unless otherwise specified in a prospectus supplement or waived or amended by a
majority in aggregate principal amount of the outstanding debt securities. See
"-- Modification of Indenture" above.
Restrictions on Liens. We have agreed that neither we nor any Restricted
Subsidiary will incur, issue, assume or guarantee debt secured by any Lien upon
any Principal Property without securing the debt securities equally and ratably
with all other indebtedness secured by the Lien. This covenant has exceptions,
which permit:
(1) Liens existing on the date of the indenture;
(2) Liens existing on Principal Property owned or leased by a
corporation at the time it becomes a Restricted Subsidiary;
(3) Liens existing on Principal Property at the time of its
acquisition by us or a Restricted Subsidiary;
(4) 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;
(5) 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
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purpose of financing all or any part of the cost associated with those
activities and any Lien to the extent that it secures debt which is in
excess of that cost and for the payment of which recourse may be had only
against the Principal Property;
(6) Liens in favor of us or any of our affiliates;
(7) Liens in favor of the United States of America or any State 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 the Liens;
(8) 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 Federal, State or municipal
government Liens arising out of contracts for the sale of products or
services by us or any Restricted Subsidiary, or deposits or pledges to
obtain the release of any of the foregoing;
(9) pledges or deposits under workmen's compensation or similar
legislation or in connection with other circumstances specified in the
indenture;
(10) Liens in connection with legal proceedings, including Liens
arising out of judgments or awards;
(11) Liens for taxes or assessments or governmental charges or levies
not yet due or delinquent;
(12) Liens consisting of restrictions on the use of real property
which do not interfere materially with the property's value;
(13) Liens securing obligations issued by 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;
(14) 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 the properties;
(15) Liens on or with respect to mineral rights held under option but
not owned by us or any Restricted Subsidiary;
(16) 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 of those products;
(17) any extension, renewal or replacement, in whole or in part, of
any Lien referred to in the foregoing clauses (2) through (16) 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 and the Lien is limited to the same property subject
to the Lien so extended, renewed or replaced, plus improvements on the
property; and
(18) any extension, renewal or replacement, in whole or in part, of
any Lien referred to in the foregoing clause (17), that secures any
additional principal amount of debt that is incurred to provide funds for
the completion of a specific project and any related financing costs.
(Section 10.07)
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Notwithstanding the foregoing, we and any one or more of our 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 amount equal to the sum of:
- the aggregate amount of the debt, plus
- all of our other debt and the debt of our Restricted Subsidiaries secured
by a Lien which would otherwise be subject to the foregoing restrictions,
plus
- the aggregate Attributable Debt of Sale and Leaseback Transactions that
are not permitted by the indenture and 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 have been applied in accordance with the terms of the indenture,
does not exceed 15% of our Consolidated Net Tangible Assets. (Section 10.07)
Restrictions on Sale and Leaseback Transactions. We have agreed not to, and
will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback
Transaction involving any Principal Property, unless:
(1) we or the Restricted Subsidiary would, at the time of entering
into the 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 the property, under the provisions
described in clauses (1) through (16) under the caption "-- Certain
Restrictive Covenants -- Restrictions on Liens" above; or
(2) we, within 180 days after the sale or transfer, apply to the
retirement of our Funded Debt an amount equal to the greater of
(a) the net proceeds of the sale of the Principal Property sold and
leased back in connection with the arrangement; or
(b) the fair market value of the Principal Property so sold and
leased back. The amount to be applied to the retirement of our Funded
Debt will be reduced by
- the principal amount of debt securities delivered to the Trustee
for retirement and cancellation within 120 days after the sale or
transfer, and
- the principal amount of Funded Debt voluntarily retired by us
within 120 days after the sale or transfer.
This restriction will not apply to a Sale and Leaseback Transaction between us
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, we and our Restricted Subsidiaries, or any
of us, may enter into a Sale and Leaseback Transaction that would otherwise be
prohibited as set forth above, if, at the time of and giving effect to the
transaction, the amount equal to the sum of:
- the aggregate amount of the Attributable Debt in respect of all Sale and
Leaseback Transactions existing at the time which could not have been
entered into except in reliance on this paragraph, plus
12
<PAGE> 14
- the aggregate amount of outstanding debt secured by Liens in reliance on
the second paragraph under the caption "-- Certain Restrictive
Covenants -- Restrictions on Liens" above,
does not at the time exceed 15% of our Consolidated Net Tangible Assets.
(Section 10.08)
CONVERSION RIGHTS
We may issue debt securities that are convertible into our common stock or
other securities or property. The specific terms on which the debt securities
are convertible will be described in an applicable prospectus supplement. The
terms will include provisions as to whether conversion is mandatory or optional
and may include provisions that establish the amount of securities or property
that you will receive according to a formula based upon the market price of the
securities or property at a particular time.
GLOBAL SECURITIES
We may issue some or all of the debt securities of a series in the form of
one or more global securities. Global securities will be deposited with a
depository identified in the applicable prospectus supplement. A global security
is a security, typically held by a depository, that represents the beneficial
interests of a number of purchasers of the security. The specific terms of the
depositary arrangement with respect to a series of debt securities will be
described in an applicable prospectus supplement.
DEFEASANCE
The following provisions relating to defeasance and discharge of
indebtedness, or relating to defeasance of covenants in the indenture, will
apply to the debt securities of any series, or to any specified part of a
series, unless otherwise specified in a prospectus supplement. (Section 13.01)
Defeasance and Discharge. We may discharge all of our obligations with
respect to the debt securities by depositing in trust, for the benefit of the
holders of the debt securities, money or U.S. Government Obligations, or both,
which will provide a sufficient amount of money to pay any installment of
principal, premium or interest payment and any mandatory sinking fund payment
required by the debt securities on the designated payment dates. We may defease
and discharge our obligations only if, among other things, there has been a
United States Internal Revenue Service ruling, or there has been a change in tax
law, to the effect that holders of debt securities 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.
We may not, however, discharge our obligations to exchange or register the
transfer of debt securities, to replace stolen, lost or mutilated debt
securities, to maintain paying agencies or to hold moneys for payment in trust.
(Sections 13.02 and 13.04)
Defeasance of Covenants. Under some circumstances, we may not be required
to comply with the restrictive covenants described under the captions
"-- Certain Restrictive Covenants -- Restrictions on Liens" and "-- Certain
Restrictive Covenants -- Restrictions on Sale and Leaseback Transactions" above,
including any that may be described in an applicable prospectus supplement. In
addition, under some circumstances, the occurrence of some Events of Default,
including any that may be described in an applicable prospectus supplement, will
be deemed not to be or result in an Event of Default. In order for this to
occur, we must deposit in trust, for the benefit of the holders of debt
securities, money or U.S. Government Obligations, or both, which will provide a
sufficient amount of
13
<PAGE> 15
money to pay any installment of principal, premium or interest payment and any
mandatory sinking fund payment required by the debt securities on the designated
payment dates. There must also have been, among other things, a United States
Internal Revenue Service ruling, or a change in tax law, to the effect that
holders of debt securities 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.
In the event we exercised this option with respect to any debt securities
and the debt securities were accelerated and declared due and payable as a
result of an Event of Default, the amount of money and U.S. Government
Obligations deposited in trust may not be sufficient to pay amounts due on the
debt securities at the time of the acceleration. In that case, we would remain
liable for any amounts still due. (Sections 13.03 and 13.04)
CONCERNING THE TRUSTEE
Bankers Trust Company of California, N.A., an affiliate of the Trustee, is
master trustee and custodian for the Fluor Corporation Master Retirement Trust,
the Fluor Employee Benefit Trust, the Fluor Corporation Executive Deferred
Compensation Program Trust and the Fluor Executives' Supplemental Benefit Trust.
In addition, we maintain 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, the Trustee may be
deemed to have a conflicting interest with respect to the debt securities for
purposes of the Trust Indenture Act. In that event, unless the Trustee is able
to eliminate the conflicting interest, the Trustee may be required to resign as
Trustee under the indenture. If the Trustee resigns, we will be required to
appoint a successor Trustee for the indenture.
GOVERNING LAW
The debt securities and the indenture will be governed by, and construed in
accordance with, the laws of the State of New York.
PLAN OF DISTRIBUTION
We may sell debt securities from time to time in one or more transactions.
We may sell debt securities (a) through underwriters or dealers; (b) through
agents; or (c) directly to one or more purchasers.
SALE THROUGH UNDERWRITERS
If we use underwriters in the sale, the underwriters will acquire the debt
securities for their own account. The underwriters may resell the debt
securities in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The obligations of the underwriters to purchase the debt securities will be
subject to conditions. The underwriters will be obligated to purchase all the
debt securities of a series offered by a prospectus supplement if any of such
debt securities are purchased. The 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. The underwriters
may change from time to time any initial public offering price and any
discounts, concessions or commissions allowed or re-allowed or paid to dealers.
14
<PAGE> 16
SALE THROUGH AGENTS
We may sell debt securities through agents designated by us. Unless
indicated in the prospectus supplement, the agents have agreed to use their
reasonable best efforts to solicit purchases for the period of their
appointment.
DIRECT SALES
We also may sell debt securities directly to purchasers without the
involvement of underwriters or agents.
GENERAL INFORMATION
We may authorize agents, underwriters or dealers to solicit offers by
institutional investors to purchase debt securities providing for payment and
delivery on a future date specified in the prospectus supplement. Institutional
investors to which such offers may be made, when authorized, include commercial
and savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and other institutions that are approved
by us. The obligations of any purchasers under delayed delivery and payment
arrangements will not be subject to any conditions except that (1) the purchase
by an institution of the debt securities will not at delivery be prohibited
under the laws of any jurisdiction in the United States to which the institution
is subject and (2) if the debt securities are being sold to underwriters, we
will sell to the underwriters the total principal amount of the debt securities
less the principal amount covered by the delayed delivery and payment
arrangement.
Underwriters, dealers and agents that participate in the distribution of
the offered securities may be underwriters as defined in the Securities Act of
1933, and any discounts or commissions received by them from us and any profit
on the resale of the debt securities by them may be treated as underwriting
discounts and commissions under the Securities Act of 1933. We will identify any
underwriters or agents, and describe their compensation, in a prospectus
supplement.
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 we sell debt securities for public offering and sale
may make a market in the debt securities. However, the underwriters and agents
will not be obligated to make a market in the debt securities and may
discontinue their market-making activities at any time without notice. We cannot
provide any assurance with respect to the liquidity of the trading market for
any of the debt securities.
We may have agreements with the underwriters, dealers and agents to
indemnify them against civil liabilities, including liabilities under the
Securities Act of 1933, or to contribute to payments which the underwriters,
dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.
15
<PAGE> 17
LEGAL MATTERS
Gibson, Dunn & Crutcher LLP, our outside legal counsel, will issue an
opinion about the legality of the debt securities for us. Any underwriters will
be advised about other issues relating to any offering of debt securities by
their own legal counsel.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended October 31, 1998, as set forth in their report, which is incorporated in
this prospectus by reference. Our consolidated financial statements are
incorporated by reference in reliance on their report, given on their authority
as experts in accounting and auditing.
16
<PAGE> 18
GLOSSARY
"ATTRIBUTABLE DEBT" means, in respect of a Sale and Leaseback Transaction
and as of any particular time, the present value of the obligation of the lessee
thereunder for net rental payments during the remaining term of such lease,
including any extensions. The present value of the obligation of the lessee is
discounted at the rate of interest implicit in the terms of the lease involved
in the Sale and Leaseback Transaction, as determined in good faith by us. Net
rental payments exclude any amounts required to be paid by the 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 the lessee, subject to monetary inflation
or the amount of sales, maintenance and repairs, insurance, taxes, assessments,
water rates or similar charges. (Section 1.02)
"CONSOLIDATED NET TANGIBLE ASSETS" means the aggregate amount of assets
after deducting the following:
(a) applicable reserves and other properly deductible items,
(b) all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles, and
(c) all current liabilities, as reflected in our latest audited
consolidated balance sheet contained in our most recent annual report to
our stockholders under Rule 14a-3 of the Securities Exchange Act of 1934,
prior to the time as of which "Consolidated Net Tangible Assets" will be
determined.
(Section 1.02)
"FUNDED DEBT" means:
(a) all indebtedness maturing one year or more from the date of its
creation,
(b) all indebtedness directly or indirectly renewable or extendible,
at the option of the debtor, to a date one year or more from the
date of its creation, and
(c) 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 the debt security or an installment of principal.
"Maturity," when used with respect to any debt security issued with Original
Issue Discount, means the date on which the principal amount payable upon a
declaration of acceleration, becomes due and payable, whether at the stated
Maturity or by declaration of acceleration, call for redemption or otherwise.
(Section 1.02)
"ORIGINAL ISSUE DISCOUNT" means, when used with respect to any debt
security, a debt security for which an amount less than its principal amount
will be due and payable upon a declaration of acceleration of Maturity. (Section
1.02)
17
<PAGE> 19
"PRINCIPAL PROPERTY" means any single office building, manufacturing or
processing plant, warehouse or other similar facility owned by us or any
Restricted Subsidiary, the stated book value of the property, plant and
equipment of which, net of depreciation, is not less than 2% of the Consolidated
Net Tangible Assets at the end of our most recent fiscal year, reflected in the
latest audited consolidated statement of financial position contained in our
most recent annual report to our stockholders. "Principal Property," however,
does not include:
(a) any plant or facility that is
- owned jointly or in common with one or more entities other than
us and our Restricted Subsidiaries, in which our interest and
that of our Restricted Subsidiaries does not exceed 50%, or
- which our board of directors determines by resolution in good
faith is not of material importance to the total business
conducted, or assets owned, by us and our Subsidiaries as an
entirety; or
(b) any portion of any plant or facility which our board of directors
determines by resolution in good faith not to be of material importance to
the use or operation of that plant or facility.
(Section 1.02)
"RESTRICTED SUBSIDIARY" means any Subsidiary which meets the definition of
a "significant subsidiary" contained in Regulation S-X of the rules and
regulations of the SEC. (Section 1.02)
"SALE AND LEASEBACK TRANSACTION" means any arrangement involving any
non-affiliate bank, insurance company, or other lender or investor that provides
for the lease by us or one of our Restricted Subsidiaries for a total period in
excess of three years of any Principal Property which has been or is to be sold
or transferred by us or any Restricted Subsidiary to the lender or investor or
to any person to whom funds have been or are to be advanced by such lender or
investor on the security of the Principal Property. (Section 10.08)
"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 the corporation is owned by (a) us, (b) us and one or more
of our Subsidiaries or (c) one or more of our Subsidiaries. (Section 1.02)
"U.S. GOVERNMENT OBLIGATION" means:
(a) any security which is
- 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
- an obligation of an entity 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 is not callable or redeemable at the option of the issuer, and
18
<PAGE> 20
(b) any depositary receipt issued by a bank as custodian with respect
to any U.S. Government Obligation which is specified in clause (a) above
and held by the bank for the account of the holder of the 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.
For the purposes of clause (b), "bank" has the meaning under Section 3(a)(2) of
the Securities Act and the custodian must not be 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, except as required by law. (Section 13.04)
19
<PAGE> 21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC registration fee........................................ $139,000
Printing fees and expenses.................................. 40,000*
Accounting fees and expenses................................ 50,000*
Trustee fees................................................ 6,000*
Rating agency fees.......................................... 200,000*
Legal fees and expenses..................................... 100,000*
Blue Sky fees............................................... 10,000*
Miscellaneous............................................... 15,000*
--------
$560,000*
========
</TABLE>
- -------------------------
* Estimated and subject to future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Restated Certificate of Incorporation requires that our directors and
officers be indemnified to the maximum extent permitted by Delaware law.
The General Corporation Law of the State of Delaware 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.
Our 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> 22
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
1 Form of Underwriting Agreement(1)
4 Indenture, dated as of February 18, 1997, between Fluor
Corporation and Bankers Trust Company, as trustee(2)
5 Opinion of Gibson, Dunn & Crutcher LLP, counsel to Fluor
Corporation(1)
12 Statement of computation of ratio of earnings to fixed
charges
23.1 Consent of Gibson, Dunn & Crutcher LLP, counsel to Fluor
Corporation (included in Exhibit 5)(1)
23.2 Consent of independent auditors
24 Powers of Attorney(1)
25 Statement of Eligibility and Qualifications of Trustee on
Form T-1(3)
</TABLE>
- -------------------------
(1) Previously filed with this Registration Statement on January 22, 1999.
(2) Incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K
filed on March 7, 1997.
(3) Incorporated by reference to Exhibit 25 of our Registration Statement on
Form S-3 (Registration No. 333-18315) filed on December 20, 1996.
ITEM 17. UNDERTAKINGS
A. UNDERTAKING PURSUANT TO RULE 415
We hereby undertake:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(a) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(b) 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, except that any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the
form of a prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement;
(c) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs A(l)(a) and A(l)(b) 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 us pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 (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
II-2
<PAGE> 23
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. UNDERTAKING REGARDING FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS
BY REFERENCE
We hereby undertake that, for purposes of determining any liability under
the Securities Act, each filing of our annual report pursuant to Section 13(a)
or 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 the initial bona fide
offering thereof.
C. UNDERTAKING IN RESPECT OF INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion
of the SEC such 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, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
D. UNDERTAKING REGARDING RULE 430A UNDER THE SECURITIES ACT
We hereby undertake that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of the
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by us pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of the 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.
II-3
<PAGE> 24
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. 2 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irvine, State of California, on March 30, 1999.
FLUOR CORPORATION
By: /s/ LAWRENCE N. FISHER
-----------------------------------
Lawrence N. Fisher
Senior Vice President-Law and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chief Executive Officer, March 30, 1999
- --------------------------------------------- Chairman of the Board and
Philip J. Carroll, Jr. Director (Principal Executive
Officer)
* Senior Vice President, Chief March 30, 1999
- --------------------------------------------- Financial Officer and
James O. Rollans Director (Principal Financial
Officer)
* Vice President and Controller March 30, 1999
- --------------------------------------------- (Principal Accounting
Victor L. Prechtl Officer)
* Director March 30, 1999
- ---------------------------------------------
Donald L. Blankenship
* Director March 30, 1999
- ---------------------------------------------
Carroll A. Campbell, Jr.
* Director March 30, 1999
- ---------------------------------------------
Peter J. Fluor
* Director March 30, 1999
- ---------------------------------------------
David P. Gardner
* Director March 30, 1999
- ---------------------------------------------
Thomas L. Gossage
* Director March 30, 1999
- ---------------------------------------------
Bobby R. Inman
* Director March 30, 1999
- ---------------------------------------------
Vilma S. Martinez
* Director March 30, 1999
- ---------------------------------------------
Dean R. O'Hare
</TABLE>
II-4
<PAGE> 25
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Director March 30, 1999
- ---------------------------------------------
Lord Robin W. Renwick, K.C.M.G.
* Director March 30, 1999
- ---------------------------------------------
Martha R. Seger
* Director March 30, 1999
- ---------------------------------------------
James C. Stein
</TABLE>
- -------------------------
* The undersigned does hereby sign this Amendment No. 2 to Registration
Statement on behalf of each of the above-indicated director or officer of
Fluor Corporation pursuant to powers of attorney executed by each such
director or officer.
/s/ LAWRENCE N. FISHER
--------------------------------------
Lawrence N. Fisher
Attorney-in-Fact
II-5
<PAGE> 26
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
1 Form of Underwriting Agreement(1)
4 Indenture, dated as of February 18, 1997, between Fluor
Corporation and Bankers Trust Company, as trustee(2)
5 Opinion of Gibson, Dunn & Crutcher LLP, counsel to Fluor
Corporation(1)
12 Statement of computation of ratio of earnings to fixed
charges
23.1 Consent of Gibson, Dunn & Crutcher LLP, counsel to Fluor
Corporation (included in Exhibit 5)(1)
23.2 Consent of independent auditors
24 Powers of Attorney(1)
25 Statement of Eligibility and Qualification of Trustee on
Form T-1(3)
</TABLE>
- -------------------------
(1) Previously filed with this Registration Statement on January 22, 1999.
(2) Incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K
filed on March 7, 1997.
(3) Incorporated by reference to Exhibit 25 of our Registration Statement on
Form S-3 (Registration No. 333-18315) filed on December 20, 1996.
<PAGE> 1
EXHIBIT 12
FLUOR CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months
Fiscal Year Ended October 31 Ended January 31
------------------------------------------------------------- ----------------------
1994 1995 1996 1997 1998 1998 1999
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings from continuing operations
before income taxes $ 303,299 $ 362,214 $ 413,218 $ 255,269 $ 362,626 $ 84,458 $ 74,899
Add (subtract)
Undistributed earnings from less
than 50% owned persons (6,000) (163) (7,369) (1,103) (8,090) (3,158) (4,579)
Fixed charges 36,872 35,597 41,585 61,538 76,599 17,253 20,835
------------------------------------------------------------- ----------------------
Total $ 334,171 $ 397,648 $ 447,434 $ 315,704 $ 431,135 $ 98,553 $ 91,155
============================================================= ======================
Fixed charges
Interest expense $ 16,861 $ 13,385 $ 16,051 $ 30,758 $ 45,277 $ 9,422 $ 13,004
Portion of rental expense
representative
of interest factor 20,011 22,212 25,534 30,780 31,322 7,831 7,831
------------------------------------------------------------- ----------------------
Total fixed charges $ 36,872 $ 35,597 $ 41,585 $ 61,538 $ 76,599 $ 17,253 $ 20,835
============================================================= ======================
Ratio of earnings to fixed
charges(1) 9.06 11.17 10.76 5.13 5.63 5.71 4.38
============================================================= ======================
</TABLE>
- -----------------
(1) For purposes of computing the ratio of earnings to fixed charges,
"earnings" consist of earnings from continuing operations before provision
for income taxes plus fixed charges less undistributed earnings from less
than 50% owned persons. "Fixed charges" consist of interest and debt
expense, capitalized interest and one-third of rental expense, which we
believe is a reasonable approximation of the interest factor of such rental
expense.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 2 to the Registration Statement (Form S-3) and related Prospectus
of Fluor Corporation for the registration of $500,000,000 principal amount of
Debt Securities and to the incorporation by reference therein of our report
dated November 17, 1998, 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, 1998, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Orange County, California
March 29, 1999
