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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
FLUOR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 95-0740960
(STATE OR OTHER JURISDICTION OF 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
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. [ ]
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED UNIT(1) PRICE(1) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
Debt Securities................. $500,000,000(2) 100% $500,000,000 $139,000
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Excludes accrued interest and accrued amortization of discount, if any, to
the date of delivery.
(2) Plus an additional principal amount of Debt Securities issued with original
issue discount such that the aggregate initial public offering price of all
Debt Securities will not exceed $500,000,000.
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 JANUARY 22, 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
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PAGE
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<S> <C>
About this Prospectus....................................... 2
Where You Can Find More Information......................... 3
Disclosure Regarding Forward-Looking Statements............. 3
The Company................................................. 4
Use of Proceeds............................................. 4
Ratio of Earnings to Fixed Charges.......................... 4
Description of the Debt Securities.......................... 4
Plan of Distribution........................................ 14
Legal Matters............................................... 15
Experts..................................................... 15
Glossary.................................................... 16
</TABLE>
ABOUT THIS PROSPECTUS
In this prospectus, all references to "we," "our," and "us" refer to Fluor
Corporation, a Delaware corporation, and its subsidiaries, unless otherwise
stated or the context otherwise requires.
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 rooms in Washington, D.C., New York, New York and
Chicago, Illinois. 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 any future filings we make 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, and this document, which we have already filed with
the SEC:
- Annual Report on Form 10-K for the year ended October 31, 1998.
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.
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.
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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.
Fluor Daniel's Diversified Services Group provides a variety of services
globally. The companies in this group include Maintenance Services Company;
Technology Services Company; American Equipment Company, which sells, rents,
services and outsources equipment for construction and industrial needs; and TRS
Staffing Services, which provides temporary and permanent placement services
specializing in technical, professional and administrative personnel.
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.
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 years ended is as
follows:
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<CAPTION>
YEAR ENDED OCTOBER 31,
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1994 1995 1996 1997 1998
- ---- ----- ----- ---- ----
<S> <C> <C> <C> <C>
9.06 11.17 10.76 5.13 5.63
</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.
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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 some of the indenture provisions. The
indenture has been incorporated by reference into the registration statement.
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)
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 specific terms relating to the offering. 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;
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(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;
(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 such
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 Stated Federal income tax purposes,
be deemed to have been issued with Original Issue Discount because of certain
interest payment characteristics. United States
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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) any successor
or purchaser (i) is a corporation, partnership or trust organized and
validly existing under the laws of the United States or any State thereof
or the District of Columbia and (ii) expressly assumes, by a supplemental
indenture, all of 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, or if we or our successor, as applicable, secures the debt
securities equally and ratably with debt secured by such Lien; and
(4) certain other conditions 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 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
such 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 such 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;
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(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 certain provisions or certain 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 such 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 such series, except a default (a) in the payment of principal
of, or any premium or interest on, any debt security of such 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
thereunder as of any date, (a) the principal amount of a debt security issued
with Original Issue Discount which will be deemed to be outstanding will be the
amount of the principal which would be due and payable as of that date, (b) if,
as of that date, the principal amount payable at the stated Maturity of a debt
security is not determinable, the principal amount of the debt security which
will be deemed to be outstanding will be the amount established in the
applicable supplemental indenture, (c) the principal amount of a debt security
denominated in one or more foreign currencies or currency units which will be
deemed to be outstanding will be the U.S. dollar equivalent, determined as of
that date in the manner as described in clause (b) above, of the principal
amount of the debt security, (or, in the case of a debt security described in
clause (a) or (b) above, of the amount determined as provided in such clause),
and (d) debt securities owned by us, any of our affiliates or any other obligor
will be disregarded and deemed not to be outstanding, except that, in
determining whether the Trustee will be protected in relying upon any such
request, demand, authorization, direction, notice, consent, waiver or other
action, only debt securities which the Trustee knows to be so owned will be so
disregarded. Debt securities so owned which have been pledged in good faith may
be regarded as outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right 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 such failure
continues for 30 days;
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(2) failure to pay principal or any premium at Maturity;
(3) failure to deposit any sinking fund payment, when and as due, and
such failure continues for 30 days;
(4) failure to perform any other of our covenants under the indenture
(other than a covenant that is more specifically dealt with or a covenant
included solely for the benefit of debt securities other than that series),
and such failure continues for 90 days after written notice as provided
under the indenture;
(5) certain events in bankruptcy, insolvency or reorganization
involving us;
(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 such 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 certain 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 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
certain circumstances, rescind and annul such acceleration. (Section 5.02)
Subject to the provisions of the Trust Indenture Act, the indenture
provides that the Trustee will be under no obligation to exercise any of its
rights or powers under the indenture at the request or direction of any of the
holders, unless such holders have offered to the Trustee reasonable indemnity.
(Sections 6.01 and 6.03) Subject to such provisions for the indemnification of
the Trustee, the holders of a majority in aggregate principal amount of the 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 certain
officers as to our performance with respect to certain of our obligations under
the indenture and as to any default in such performance. (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)
CERTAIN RESTRICTIVE COVENANTS
We have agreed to certain restrictions on our activities for the benefit of
holders of the debt securities. The restrictive covenants summarized below will
apply (unless waived or amended) so long as any of the debt securities are
outstanding, unless otherwise specified in a prospectus supplement.
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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 such Lien. This covenant has certain
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 purpose of financing all or any part of the cost thereof
and any Lien to the extent that it secures debt which is in excess of such
cost and for the payment of which recourse may be had only against such
Principal Property;
(6) Liens in favor of us or any of our affiliates;
(7) Liens in favor of the United States of America or any State
thereof or any other country, or any agency, instrumentality or political
subdivision of any of the foregoing, to secure partial, progress, advance
or other payments or performance pursuant to the provisions of any contract
or statute, or to secure any indebtedness incurred for the purpose of
financing all or any part of the purchase price or the cost of constructing
or improving the property subject to such Liens;
(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 governmental (federal, state
or municipal) 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) certain pledges or deposits under workmen's compensation or
similar legislation or in certain other circumstances;
(10) certain Liens in connection with legal proceedings, including
certain Liens arising out of judgments or awards;
(11) Liens for certain taxes or assessments;
(12) certain 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 certain government agencies
or instrumentalities to finance the acquisition or construction of
property, and on which the interest is not includible in gross income of
the holder;
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(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 such 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 thereof; and
(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 (except that, where an additional principal amount
of debt is incurred to provide funds for the completion of a specific
project, the additional principal amount, and any related financing costs,
may be secured by the Lien as well) and the Lien is limited to the same
property subject to the Lien so extended, renewed or replaced (plus
improvements on the property).
(Section 10.07)
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 such 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
(not including debt permitted to be secured under the foregoing
restrictions), plus
- the aggregate Attributable Debt (determined as of the Incurrence Time) of
Sale and Leaseback Transactions (other than Sale and Leaseback
Transactions permitted by the indenture) entered into after the date of
the indenture and in existence at the Incurrence Time (less the aggregate
amount of proceeds of such Sale and Leaseback Transactions which 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 such arrangement, be entitled, without equally and ratably securing
the debt securities of each series then outstanding, to incur, issue,
assume or guarantee debt secured by a Lien on such property, pursuant to
the provisions described in clauses (1) to (16) inclusive under the caption
"Restrictions on Liens" above; or
(2) we, within 180 days after the sale or transfer, apply to the
retirement of our Funded Debt (subject to credits for certain voluntary
retirements of Funded Debt) an amount equal to the greater of (a) the net
proceeds of the sale of the Principal Property sold and leased back
pursuant to such arrangement or (b) the fair market
11
<PAGE> 13
value of the Principal Property so sold and leased back. 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 such
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 such time which could not have been
entered into except in reliance on this paragraph, plus
- the aggregate amount of outstanding debt secured by Liens in reliance on
the second paragraph under the caption "Restrictions on Liens" above,
does not at such time exceed 15% of 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 such 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 certain 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 certain debt securities (except for certain obligations to exchange
or register the transfer of debt securities, to replace stolen, lost or
mutilated debt securities, to maintain paying agencies and to hold moneys for
payment in trust) by depositing in trust, for the benefit of the holders of such
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,
12
<PAGE> 14
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. (Sections 13.02 and 13.04)
Defeasance of Certain Covenants. Under certain circumstances, we may not be
required to comply with certain restrictive covenants described under the
captions "Restrictions on Liens" and "Restrictions on Sale and Leaseback
Transactions" above, including any that may be described in an applicable
prospectus supplement. In addition, under certain circumstances, the occurrence
of certain 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 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 and, unless the Trustee is able to eliminate
any such conflicting interest, the Trustee may be required to resign as Trustee
under the indenture. In that event, we would 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.
13
<PAGE> 15
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 certain 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.
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
certain 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 such other
institutions as may be approved by us. The obligations of any such purchasers
under such 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, as amended (the "Securities Act"), 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. 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
14
<PAGE> 16
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 certain civil liabilities, including liabilities under
the Securities Act, or to contribute with respect 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.
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.
15
<PAGE> 17
GLOSSARY
"Attributable Debt" means, in respect of a Sale and Leaseback Transaction
and as of any particular time, the present value (discounted at the rate of
interest implicit in the terms of the lease involved in such Sale and Leaseback
Transaction, as determined in good faith by us) of the obligation of the lessee
thereunder for net rental payments (excluding, however, any amounts required to
be paid by such lessee, whether or not designated as rent or additional rent, on
account of maintenance and repairs, services, insurance, taxes, assessments,
water rates or similar charges or any amounts required to be paid by such lessee
thereunder contingent upon monetary inflation or the amount of sales,
maintenance and repairs, insurance, taxes, assessments, water rates or similar
charges) during the remaining term of such lease (including any period for which
such lease has been extended or may, at the option of the lessor, be extended).
(Section 1.02)
"Consolidated Net Tangible Assets" means the aggregate amount of assets
(less applicable reserves and other properly deductible items) after deducting
therefrom (a) all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles, and (b) all current
liabilities, as reflected in 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, as amended, prior to the time as of
which "Consolidated Net Tangible Assets" will be determined. (Section 1.02)
"Funded Debt" means all indebtedness maturing one year or more from the
date of the creation thereof, all indebtedness directly or indirectly renewable
or extendible, at the option of the debtor, by its terms or by the terms of any
instrument or agreement relating thereto, to a date one year or more from the
date of the creation thereof, and all indebtedness under a revolving credit or
similar agreement obligating the lender or lenders to extend credit over a
period of one year or more. (Section 1.02)
"Lien" means any mortgage, lien, pledge, charge, security interest or other
encumbrance. (Section 1.02)
"Maturity," when used with respect to any debt security, means the date on
which the principal of such debt security or an installment of principal or, in
the case of a debt security issued with Original Issue Discount, the principal
amount payable upon a declaration of acceleration, becomes due and payable as
therein provided, whether at the stated Maturity or by declaration of
acceleration, call for redemption or otherwise. (Section 1.02)
"Original Issue Discount" means, when used with respect to any debt
security, a debt security which provides for an amount less than the principal
amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof. (Section 1.02)
"Principal Property" means any single office building, manufacturing or
processing plant, warehouse or other similar facility owned by us or any
Restricted Subsidiary, the book value of the property, plant and equipment of
which (as shown, net of depreciation, on the books of the owner or owners) is
not less than 2% of the Consolidated Net Tangible Assets at the end of 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, except (a) any such plant or facility (i) 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 (ii) 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
16
<PAGE> 18
(b) any portion of any such 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 thereof. (Section 1.02)
"Restricted Subsidiary" means any Subsidiary which as of such time meets
the definition of a "significant subsidiary" contained, as of the date of the
indenture, in Regulation S-X of the rules and regulations of the SEC. (Section
1.02)
"Sale and Leaseback Transaction" means any arrangement involving any bank,
insurance company, or other lender or investor (excluding us or any of our
affiliates) 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 such 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 such
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 such corporation is owned by (i) us, (ii) us and one or
more of our Subsidiaries or (iii) one or more of our Subsidiaries. (Section
1.02)
"U.S. Government Obligation" means (a) any security which is (i) a direct
obligation of the United States of America for the payment of which the full
faith and credit of the United States of America is pledged or (ii) an
obligation of 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, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (b) any depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any U.S. Government Obligation which is specified in
clause (a) above and held by such bank for the account of the holder of such
depositary receipt, or with respect to any specific payment of principal of or
interest on any U.S. Government Obligation which is so specified and held,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of principal or interest evidenced
by such depositary receipt. (Section 13.04)
17
<PAGE> 19
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> 20
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
1 Form of Underwriting Agreement
4 Indenture, dated as of February 18, 1997, between Fluor
Corporation and Bankers Trust Company, as trustee(1)
5 Opinion of Gibson, Dunn & Crutcher LLP, counsel to Fluor
Corporation
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)
23.2 Consent of independent auditors
24 Powers of Attorney
25 Statement of Eligibility and Qualifications of Trustee on
Form T-1(2)
</TABLE>
- -------------------------
(1) Incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K
filed on March 7, 1997.
(2) 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 to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-2
<PAGE> 21
(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.
II-3
<PAGE> 22
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on January 22, 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
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, January 22, 1999
- --------------------------------------------- Chairman of the Board and
Philip J. Carroll, Jr. Director (Principal
Executive Officer)
* Senior Vice President, Chief January 22, 1999
- --------------------------------------------- Financial Officer and
James O. Rollans Director (Principal
Financial Officer)
* Vice President and January 22, 1999
- --------------------------------------------- Controller (Principal
Victor L. Prechtl Accounting Officer)
* Director January 22, 1999
- ---------------------------------------------
Donald L. Blankenship
* Director January 22, 1999
- ---------------------------------------------
Carroll A. Campbell, Jr.
* Director January 22, 1999
- ---------------------------------------------
Peter J. Fluor
* Director January 22, 1999
- ---------------------------------------------
David P. Gardner
* Director January 22, 1999
- ---------------------------------------------
Thomas L. Gossage
* Director January 22, 1999
- ---------------------------------------------
Bobby R. Inman
* Director January 22, 1999
- ---------------------------------------------
Vilma S. Martinez
* Director January 22, 1999
- ---------------------------------------------
Dean R. O'Hare
* Director January 22, 1999
- ---------------------------------------------
Lord Robin W. Renwick, K.C.M.G.
</TABLE>
II-4
<PAGE> 23
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Director January 22, 1999
- ---------------------------------------------
Martha R. Seger
* Director January 22, 1999
- ---------------------------------------------
James C. Stein
</TABLE>
- -------------------------
* The undersigned does hereby sign this 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> 24
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
EXHIBITS
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
FLUOR CORPORATION
-------------------------
EXHIBITS 1, 5, 12, 23.1, 23.2 AND 24
================================================================================
<PAGE> 25
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
1 Form of Underwriting Agreement
4 Indenture, dated as of February 18, 1997, between Fluor
Corporation and Bankers Trust Company, as trustee(1)
5 Opinion of Gibson, Dunn & Crutcher LLP, counsel to Fluor
Corporation
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)
23.2 Consent of independent auditors
24 Powers of Attorney
25 Statement of Eligibility and Qualification of Trustee on
Form T-1(2)
</TABLE>
- -------------------------
(1) Incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K
filed on March 7, 1997.
(2) 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 1
FLUOR CORPORATION
Debt Securities
----------
UNDERWRITING AGREEMENT
_________, 1999
___________________
___________________
___________________
Ladies and Gentlemen:
From time to time Fluor Corporation, a Delaware corporation (the
"Company"), proposes to enter into one or more Pricing Agreements (each a
"Pricing Agreement") in the form of Annex I hereto, with such additions and
deletions as the parties thereto may determine, and, subject to the terms and
conditions stated herein and therein, to issue and sell to the firms named in
Schedule I to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain of its debt securities (the "Securities") specified
in Schedule II to such Pricing Agreement (with respect to such Pricing
Agreement, the "Designated Securities").
The terms and rights of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating thereto and
in or pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement.
1. Particular sales of Designated Securities may be made from time to
time to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to an Underwriter or Underwriters who act without any firm
being designated as its or their representatives. This Underwriting Agreement
shall not be construed as an obligation of the Company to sell any of the
Securities or as an obligation of any of the Underwriters to purchase the
Securities. The obligation of the Company to issue and sell any of the
Securities and the obligation of any of the Underwriters to purchase any of the
Securities shall be evidenced by the Pricing Agreement with respect to the
Designated Securities specified therein. Each Pricing Agreement shall specify
the aggregate principal amount of such Designated
<PAGE> 2
Securities, the initial public offering price of such Designated Securities, the
purchase price to the Underwriters of such Designated Securities, the names of
the Underwriters of such Designated Securities, the names of the Representatives
of such Underwriters and the principal amount of such Designated Securities to
be purchased by each Underwriter and shall set forth the date, time and manner
of delivery of such Designated Securities and payment therefor. The Pricing
Agreement shall also specify (to the extent not set forth in the Indenture and
the registration statement and prospectus with respect thereto) the terms of
such Designated Securities. A Pricing Agreement shall be in the form of an
executed writing (which may be in counterparts), and may be evidenced by an
exchange of telegraphic communications or any other rapid transmission device
designed to produce a written record of communications transmitted. The
obligations of the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.
2. The Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) A registration statement on Form S-3 (File No. 333-_____)
(the "Initial Registration Statement") in respect of the Securities has
been filed with the Securities and Exchange Commission (the
"Commission"); the Initial Registration Statement and any
post-effective amendment thereto, each in the form heretofore delivered
or to be delivered to the Representatives and, excluding exhibits to
such registration statement, but including all documents incorporated
by reference in the prospectus contained therein, to the
Representatives for each of the other Underwriters, have been declared
effective by the Commission in such form; other than a registration
statement, if any, increasing the size of the offering (a "Rule 462(b)
Registration Statement"), filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), which became effective
upon filing, no other document with respect to the Initial Registration
Statement or document incorporated by reference therein has heretofore
been filed or transmitted for filing with the Commission (other than
prospectuses filed pursuant to Rule 424(b) of the rules and regulations
of the Commission under the Act, each in the form heretofore delivered
to the Representatives); and no stop order suspending the effectiveness
of the Initial Registration Statement, any post-effective amendment
thereto or the Rule 462(b) Registration Statement, if any, has been
issued and no proceeding for that purpose has been initiated or
threatened by the Commission (any preliminary prospectus included in
the Initial Registration Statement or filed with the Commission
pursuant to Rule 424(a) under the Act, is hereinafter called a
"Preliminary Prospectus"; the various parts of the Initial Registration
Statement and the Rule 462(b) Registration Statement, if any, including
all exhibits thereto and the documents incorporated by reference in the
prospectus contained in the Initial Registration Statement at the time
such part of the registration statement became effective but excluding
Form T-1, each as amended at the time such part of the registration
statement became effective or such part of the Rule 462(b) Registration
Statement, if any, became or hereafter becomes effective, are
hereinafter collectively called the "Registration Statement"; the
prospectus relating to the Securities, in the form in which it has most
recently been filed, or transmitted for filing, with the Commission on
or prior to the date of this Agreement, being hereinafter called the
"Prospectus"; any reference herein to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to
2
<PAGE> 3
and include the documents incorporated by reference therein pursuant to
the applicable form under the Act, as of the date of such Preliminary
Prospectus or Prospectus, as the case may be; any reference to any
amendment or supplement to any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include any documents filed after the
date of such Preliminary Prospectus or Prospectus, as the case may be,
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and incorporated by reference in such Preliminary Prospectus or
Prospectus, as the case may be; any reference to any amendment to the
Registration Statement shall be deemed to refer to and include any
annual report of the Company filed pursuant to Sections 13(a) or 15(d)
of the Exchange Act after the effective date of the Initial
Registration Statement that is incorporated by reference in the
Registration Statement; and any reference to the Prospectus as amended
or supplemented shall be deemed to refer to the Prospectus as amended
or supplemented in relation to the applicable Designated Securities in
the form in which it is filed with the Commission pursuant to Rule
424(b) under the Act in accordance with Section 5(a) hereof, including
any documents incorporated by reference therein as of the date of such
filing);
(b) The documents incorporated by reference in the Prospectus,
when they became effective or were filed with the Commission, as the
case may be, conformed in all material respects to the requirements of
the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder, and none of such documents
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated, therein or necessary to make the
statements therein not misleading; and any further documents so filed
and incorporated by reference in the Prospectus or any further
amendment or supplement thereto, when such documents become effective
or are filed with the Commission, as the case may be, will conform in
all material respects to the requirements of the Act or the Exchange
Act, as applicable, and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter of
Designated Securities through the Representatives expressly for use in
the Prospectus as amended or supplemented relating to such Securities;
(c) The Registration Statement and the Prospectus conform, and
any further amendments or supplements to the Registration Statement or
the Prospectus will conform, in all material respects to the
requirements of the Act and the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act") and the rules and regulations of the
Commission thereunder and do not and will not, as of the applicable
effective date as to the Registration Statement and any amendment
thereto and as of the applicable filing date as to the Prospectus and
any amendment or supplement thereto, contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter of Designated Securities through the Representatives
expressly for use in the Prospectus as amended or supplemented relating
to such Securities;
3
<PAGE> 4
(d) Neither the Company nor any of its subsidiaries has
sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus any material
loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Prospectus; and, since the
respective dates as of which information is given in the Registration
Statement and the Prospectus, there has not been any change in the
capital stock, accrued postretirement benefits or long-term debt of the
Company or any of its subsidiaries or any material adverse change, or
any development involving a prospective material adverse change, in or
affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the
Prospectus; the Company and its subsidiaries have no material
contingent obligations which are not disclosed in the Prospectus;
(e) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, with power and authority (corporate
and other) to own its properties and conduct its business as described
in the Prospectus;
(f) The Company has an authorized capitalization as set forth
in the Prospectus, and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued and are fully
paid and non-assessable, and all of the issued shares of capital stock
of each subsidiary of the Company have been duly and validly authorized
and issued, are fully paid and non-assessable and are owned directly or
indirectly by the Company, free and clear of all liens, encumbrances,
equities or claims;
(g) The Securities have been duly authorized, and, when
Designated Securities are issued and delivered pursuant to this
Agreement and the Pricing Agreement with respect to such Designated
Securities, such Designated Securities will have been duly executed,
authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Company entitled to the benefits
provided by the Indenture, which will be substantially in the form
filed as an exhibit to the Registration Statement; the Indenture has
been duly authorized and duly qualified under the Trust Indenture Act
and, at the Time of Delivery for such Designated Securities (as defined
in Section 4 hereof), the Indenture will constitute a valid and legally
binding instrument, enforceable in accordance with its terms, subject,
as to enforcement, to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting creditors'
rights and to general equity principles; and the Indenture conforms,
and the Designated Securities will conform, to the descriptions thereof
contained in the Prospectus as amended or supplemented with respect to
such Designated Securities;
(h) The issue and sale of the Securities and the compliance by
the Company with all of the provisions of the Securities, the
Indenture, this Agreement and any Pricing Agreement, and the
consummation of the transactions herein and therein contemplated
4
<PAGE> 5
will not conflict with or result in a breach or violation of any of the
existing terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which the Company is a party or by which the Company
is bound or to which any of the property or assets of the Company is
subject, except for such conflicts, breaches, violations or defaults
that individually or in the aggregate would not result in a material
adverse change to the financial position or results of operations of
the Company and its subsidiaries taken as a whole, nor will such action
result in any violation of the provisions of the Certificate of
Incorporation or By-laws of the Company or any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its properties; and no consent,
approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body is required for the
issue and sale of the Securities or the consummation by the Company of
the transactions contemplated by this Agreement or any Pricing
Agreement or the Indenture, except such as have been, or will have been
prior to the Time of Delivery, obtained under the Act and the Trust
Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase and
distribution of the Securities by the Underwriters;
(i) The statements set forth in the Prospectus under the
captions "Description of the Debt Securities" and "Description of the
Offered Notes," insofar as they purport to constitute a summary of the
terms of the Securities, and under the captions "Plan of Distribution"
and "Underwriting", insofar as they purport to describe the provisions
of the laws and documents referred to therein, are in all material
respects accurate, complete and fair;
(j) Neither the Company nor any of its subsidiaries is in
violation of its Certificate of Incorporation or By-laws or in default
in the performance or observance of any material obligation, agreement,
covenant or condition contained in any material indenture, mortgage,
deed of trust, loan agreement, lease or other agreement or instrument
to which it is a party or by which it or any of its properties may be
bound;
(k) Other than as set forth in the Prospectus, there are no
legal or governmental proceedings pending to which the Company or any
of its subsidiaries is a party or of which any property of the Company
or any of its subsidiaries is the subject which, if determined
adversely to the Company or any of its subsidiaries, would individually
or in the aggregate have a material adverse effect on the current or
future consolidated financial position, stockholders' equity or results
of operations of the Company and its subsidiaries; and, to the best of
the Company's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others;
(l) Each of the Company and its subsidiaries owns, or
possesses adequate rights to use, all trademarks, service marks, trade
names, trade secrets and copyrights necessary for the conduct of its
respective business as currently conducted by it; to the
5
<PAGE> 6
knowledge of the Company, none of the activities engaged in by the
Company or any of its subsidiaries infringes or conflicts with rights
of others;
(m) The Company is not and, after giving effect to the
offering and sale of the Securities, will not be an "investment
company" or an entity "controlled" by an "investment company", as such
terms are defined in the Investment Company Act of 1940, as amended
(the "Investment Company Act");
(n) Neither the Company nor any of its affiliates does
business with the government of Cuba or with any person or affiliate
located in Cuba within the meaning of Section 51 7.075, Florida
Statutes; and
(o) To the knowledge of the Company, Ernst & Young LLP, who
have certified certain financial statements of the Company and its
subsidiaries, are independent public accountants as required by the Act
and the rules and regulations of the Commission thereunder.
3. Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of
such Designated Securities, the several Underwriters propose to offer such
Designated Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.
4. Designated Securities to be purchased by each Underwriter pursuant
to the Pricing Agreement relating thereto, in the form specified in such Pricing
Agreement, and in such authorized denominations and registered in such names as
the Representatives may request upon at least forty-eight hours' prior notice to
the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by certified or
official bank check or checks, payable to the order of the Company in the funds
specified in such Pricing Agreement, all in the manner and at the place and time
and date specified in such Pricing Agreement or at such other place and time and
date as the Representatives and the Company may agree upon in writing, such time
and date being herein called the "Time of Delivery" for such Securities.
5. The Company agrees with each of the Underwriters of any Designated
Securities:
(a) To prepare the Prospectus as amended or supplemented in
relation to the applicable Designated Securities in a form approved by
the Representatives and to file such Prospectus pursuant to Rule 424(b)
under the Act not later than the Commission's close of business on the
second business day following the execution and delivery of the Pricing
Agreement relating to the applicable Designated Securities or, if
applicable, such earlier time as may be required by Rule 424(b); to
make no further amendment or any supplement to the Registration
Statement or Prospectus as amended or supplemented after the date of
the Pricing Agreement relating to such Securities and prior to the Time
of Delivery for such Securities which shall be disapproved by the
Representatives for such Securities promptly after reasonable notice
thereof; to advise the Representatives promptly of any such amendment
or supplement after such Time of Delivery and furnish
6
<PAGE> 7
the Representatives with copies thereof; to file promptly all reports
and any definitive proxy or information statements required to be filed
by the Company with the Commission pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act for so long as the delivery of a
prospectus is required in connection with the offering or sale of such
Securities, and during such same period to advise the Representatives,
promptly after it receives notice thereof, of the time when any
amendment to the Registration Statement has been filed or becomes
effective or any supplement to the Prospectus or any amended Prospectus
has been filed with the Commission, of the issuance by the Commission
of any stop order or of any order preventing or suspending the use of
any prospectus relating to the Securities, of the suspension of the
qualification of such Securities for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for
any such purpose, or of any request by the Commission for the amending
or supplementing of the Registration Statement or Prospectus or for
additional information; and, in the event of the issuance of any such
stop order or of any such order preventing or suspending the use of any
prospectus relating to the Securities or suspending any such
qualification, to promptly use its best efforts to obtain the
withdrawal of such order;
(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Securities for
offering and sale under the securities laws of such jurisdictions as
the Representatives may request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the
distribution of such Securities, provided that in connection therewith
the Company shall not be required to qualify as a foreign corporation
or to file a general consent to service of process in any jurisdiction;
(c) Prior to 10:00 a.m., New York City time, on the New York
Business Day next succeeding the date of this Agreement and from time
to time, to furnish the Underwriters with copies of the Prospectus in
New York City as amended or supplemented in such quantities as the
Representatives may reasonably request, and, if the delivery of a
prospectus is required at any time in connection with the offering or
sale of the Securities and if at such time any event shall have
occurred as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made when such Prospectus is delivered, not misleading, or, if for
any other reason it shall be necessary during such same period to amend
or supplement the Prospectus or to file under the Exchange Act any
document incorporated by reference in the Prospectus in order to comply
with the Act, the Exchange Act or the Trust Indenture Act, to notify
the Representatives and upon their request to file such document and to
prepare and furnish without charge to each Underwriter and to any
dealer in securities as many copies as the Representatives may from
time to time reasonably request of an amended Prospectus or a
supplement to the Prospectus which will correct such statement or
omission or effect such compliance;
7
<PAGE> 8
(d) To make generally available to its securityholders as soon
as practicable, but in any event not later than eighteen months after
the effective date of the Registration Statement (as defined in Rule
158(c) under the Act), an earnings statement of the Company and its
subsidiaries (which need not be audited) complying with Section 11(a)
of the Act and the rules and regulations of the Commission thereunder
(including, at the option of the Company, Rule 158); and
(e) During the period beginning from the date of the Pricing
Agreement for such Designated Securities and continuing to and
including the later of (i) the termination of trading restrictions for
such Designated Securities, as notified to the Company by the
Representatives and (ii) the Time of Delivery for such Designated
Securities, not to offer, sell, contract to sell or otherwise dispose
of any debt securities of the Company which mature more than one year
after such Time of Delivery and which are substantially similar to such
Designated Securities, without the prior written consent of the
Representatives.
(f) If the Company elects to rely upon Rule 462(b), the
Company shall file a Rule 462(b) Registration Statement with the
Commission in compliance with Rule 462(b) by 10:00 p.m., Washington,
D.C. time, on the date of this Agreement, and the Company shall at the
time of filing either pay to the Commission the filing fee for the Rule
462(b) Registration Statement or give irrevocable instructions for the
payment of such fee pursuant to Rule 111(b) under the Act.
6. The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Securities under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, any Pricing Agreement, any
Indenture, any Blue Sky and Legal Investment Memoranda, closing documents
(including any compilations thereof) and any other documents in connection with
the offering, purchase, sale and delivery of the Securities; (iii) all
reasonable expenses in connection with the qualification of the Securities for
offering and sale under state securities laws as provided in Section 5(b)
hereof, including the fees and disbursements of counsel for the Underwriters in
connection with such qualification and in connection with the Blue Sky and Legal
Investment Surveys; (iv) any fees charged by securities rating services for
rating the Securities; (v) any filing fees incident to, and the fees and
disbursements of counsel for the Underwriters in connection with, any required
review by the National Association of Securities Dealers, Inc. of the terms of
the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the
fees and expenses of any Trustee and any agent of any Trustee and the fees and
disbursements of counsel for any Trustee in connection with any Indenture and
the Securities; and (viii) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section. It is understood, however, that, except as
provided in this Section, and Sections 8 and 11 hereof, the Underwriters
8
<PAGE> 9
will pay all of their own costs and expenses, including the fees of their
counsel, transfer taxes on resale of any of the Securities by them, and any
advertising expenses connected with any offers they may make.
7. The obligations of the Underwriters of any Designated Securities
under the Pricing Agreement relating to such Designated Securities shall be
subject, in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities are, at and as of the Time of Delivery for such Designated
Securities, true and correct, the condition that the Company shall have
performed in all material respects all of its obligations hereunder theretofore
to be performed, and the following additional conditions:
(a) The Prospectus as amended or supplemented in relation to
the applicable Designated Securities shall have been filed with the
Commission pursuant to Rule 424(b) within the applicable time period
prescribed for such filing by the rules and regulations under the Act
and in accordance with Section 5(a) hereof; if the Company has elected
to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall
have become effective by 10:00 p.m., Washington, D.C. time, on the date
of this Agreement; no stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued and
no proceeding for that purpose shall have been initiated or threatened
by the Commission; and all requests for additional information on the
part of the Commission shall have been complied with to the
Representatives' reasonable satisfaction;
(b) Counsel for the Underwriters shall have furnished to the
Representatives such opinion or opinions (a draft of each such opinion
is attached as Annex III(a) hereto), dated the Time of Delivery for
such Designated Securities, with respect to the matters covered in
paragraphs (i), (ii), (iii), (iv), (v), (viii), (ix), (x), and (xi) of
subsection (c) below as well as such other related matters as the
Representatives may reasonably request, and such counsel shall have
received such papers and information as they may reasonably request to
enable them to pass upon such matters;
(c) Outside counsel for the Company satisfactory to the
Representatives shall have furnished to the Representatives their
written opinion (a draft of such opinion is attached as Annex III(b)
hereto), dated the Time of Delivery for such Designated Securities, in
form and substance satisfactory to the Representatives, to the effect
that:
(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the jurisdiction of its incorporation, with corporate
power and authority to own its properties and conduct its
business as described in the Prospectus;
(ii) The Company has an authorized capitalization as
set forth in the Prospectus;
9
<PAGE> 10
(iii) This Agreement and the Pricing Agreement with
respect to the Designated Securities have been duly
authorized, executed and delivered by the Company;
(iv) The Designated Securities have been duly
authorized, and when executed and authenticated in accordance
with the terms of the Indenture and issued and delivered to
and paid for by the Underwriters pursuant to the Underwriting
Agreement, will constitute valid and legally binding
obligations of the Company entitled to the benefits provided
by the Indenture, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and
to general equity principles; and the Designated Securities
and the Indenture conform in all material respects to the
descriptions thereof in the Prospectus;
(v) The Indenture has been duly authorized, executed
and delivered by the Company and, assuming due authorization,
execution and delivery by the Trustee, constitutes a valid and
legally binding instrument of the Company, enforceable in
accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors'
rights and to general equity principles; and the Indenture has
been duly qualified under the Trust Indenture Act;
(vi) The issue and sale of the Designated Securities
and the compliance by the Company with all of the provisions
of the Designated Securities, the Indenture, this Agreement
and the Pricing Agreement with respect to the Designated
Securities and the consummation by the Company of the
transactions herein and therein contemplated will not conflict
with or result in a breach or violation of any of the existing
terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument filed as an exhibit to the Company's
annual report on Form 10-K for the fiscal year ended October
31, 1998, nor will such actions result in any violation of the
provisions of the Certificate of Incorporation or Bylaws of
the Company or any existing statute or any existing order,
rule or regulation (other than foreign and state securities
laws, as to which such counsel expresses no opinion, and other
than federal securities laws, as to which such counsel
expresses no opinion except as otherwise set forth herein)
known to such counsel of any United States federal or state
court or governmental agency or body having jurisdiction over
the Company or any of its properties;
(vii) No consent, approval, authorization, order,
registration or qualification of or with any such court or
governmental agency or body is required to be obtained by the
Company for the issue and sale of the Designated Securities to
the Underwriters or the consummation by the Company of the
transactions to be performed by the Company contemplated by
this Agreement or such Pricing Agreement or the Indenture,
except such as have been obtained under
10
<PAGE> 11
the Act and the Trust Indenture Act and such consents,
approvals, authorizations, orders, registrations or
qualifications as may be required under state securities or
Blue Sky laws in connection with the purchase and distribution
of the Designated Securities by the Underwriters;
(viii) The statements set forth in the Prospectus
under the captions "Description of the Debt Securities" and
"Description of the Offered Notes," insofar as they purport to
constitute a summary of the terms of the Designated
Securities, and under the caption "Plan of Distribution,"
insofar as it purports to describe the provisions of the laws
and documents referred to therein, are correct in all material
respects;
(ix) The Company is not an "investment company "or an
entity "controlled" by an "investment company," as such terms
are defined in the Investment Company Act;
(x) The documents incorporated by reference in the
Prospectus (other than the financial statements and related
schedules included or incorporated by reference therein, as to
which such counsel need express no opinion), when they were
filed with the Commission, appeared on their face to be
appropriately responsive in all material respects to the
requirements of the Exchange Act and the rules and regulations
of the Commission thereunder; and
(xi) Counsel has participated in the preparation of
the Registration Statement and the Prospectus and in
conferences with officers and other representatives of the
Company, representatives of the independent auditors of the
Company and the Representatives at which the contents of the
Registration Statement and Prospectus and related matters were
discussed. Because the purpose of counsel's professional
engagement was not to establish or confirm factual matters and
because the scope of their examination of the affairs of the
Company did not permit them to verify the accuracy,
completeness or fairness of the statements set forth in the
Registration Statement or Prospectus, they are not passing
upon and do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the
Registration Statement or Prospectus. However, on the basis of
the foregoing, except for the financial statements and
schedules and other financial data included or incorporated by
reference therein, as to which counsel expresses no opinion or
belief, (a) counsel is of the opinion that the Registration
Statement at the time it became effective, and the Prospectus
as of the date thereof and as of the date of such opinion,
appeared on their face to be appropriately responsive in all
material respects to the relevant requirements of the Act and
the General Rules and Regulations promulgated thereunder and
(b) no facts have come to counsel's attention that lead
counsel to believe that the Registration Statement at the time
it became effective contained an untrue statement of a
material fact or omits or omitted to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading, or the Prospectus as of its
date and as of the date of such opinion contained or contains
an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to
make the statements
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<PAGE> 12
therein, in the light of the circumstances under which they
were made, not misleading; and they do not know of any
amendment to the Registration Statement required to be filed
or any contracts or other documents of a character required to
be filed as an exhibit to the Registration Statement or
required to be incorporated by reference into the Prospectus
or required to be described in the Registration Statement or
the Prospectus which are not filed or incorporated by
reference or described as required;
(d) Lawrence N. Fisher, Senior Vice President, Law and
Corporate Secretary of the Company, shall have furnished to the
Representatives his written opinion (a draft of such opinion is
attached as Annex III(c) hereto), dated the Time of Delivery for such
Designated Securities, in form and substance satisfactory to the
Representatives, to the effect that:
(i) All of the issued shares of capital stock of the
Company have been duly and validly authorized and issued and
are fully paid and non-assessable;
(ii) To such counsel's knowledge and other than as
set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any
of its subsidiaries is a party or of which any property of the
Company or any of its subsidiaries is the subject which, if
determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a
material adverse effect on the current or future consolidated
financial position, stockholders' equity or results of
operations of the Company and its subsidiaries taken as a
whole; and, to such counsel's knowledge, no such proceedings
are threatened or contemplated by governmental authorities or
threatened by others; and
(iii) Neither the Company nor any of its subsidiaries
is in violation of its Bylaws or Certificate of Incorporation
or in default in the performance or observance of any material
obligation, agreement, covenant or condition contained in any
material contract, indenture, mortgage, loan agreement, note,
lease or other instrument to which it is a party or by which
it or any of its properties may be bound;
(e) On the date of the Pricing Agreement for such Designated
Securities at a time prior to the execution of the Pricing Agreement
with respect to such Designated Securities and at the Time of Delivery
for such Designated Securities, the independent accountants of the
Company who have certified the financial statements of the Company and
its subsidiaries included or incorporated by reference in the
Registration Statement shall have furnished to the Representatives a
letter, dated the effective date of the Registration Statement or the
date of the most recent report filed with the Commission
12
<PAGE> 13
containing financial statements and incorporated by reference
in the Registration Statement, if the date of such report is
later than such effective date, and a letter dated such Time
of Delivery, respectively, to the effect set forth in Annex II
hereto, and with respect to such letter dated such Time of
Delivery, as to such other matters as the Representatives may
reasonably request and in form and substance satisfactory to
the Representatives (the executed copy of the letter delivered
prior to the execution of this Agreement is attached as Annex
II(a) hereto);
(f) (i) Neither the Company nor any of its subsidiaries shall
have sustained since the date of the latest audited financial
statements included or incorporated by reference in the Prospectus as
amended prior to the date of the Pricing Agreement relating to the
Designated Securities any loss or interference with its business from
fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action,
order or decree, which loss or interference is material to the
financial position or results of operations of the Company and its
subsidiaries taken as a whole, otherwise than as set forth or
contemplated in the Prospectus as amended prior to the date of the
Pricing Agreement relating to the Designated Securities, and (ii) since
the respective dates as of which information is given in the Prospectus
as amended prior to the date of the Pricing Agreement relating to the
Designated Securities there shall not have been any change in the
capital stock (other than pursuant to the exercise of existing options)
or long-term debt of the Company or any of its subsidiaries or any
change, or any development involving a prospective change, in or
affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the
Prospectus as amended prior to the date of the Pricing Agreement
relating to the Designated Securities, the effect of which, in any such
case described in Clause (i) or (ii), is in the judgment of the
Representatives so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Underwriters' Securities on the terms and in the manner contemplated in
the Prospectus as first amended or supplemented relating to the
Designated Securities;
(g) On or after the date of the Pricing Agreement relating to
the Designated Securities (i) no downgrading shall have occurred in the
rating accorded the Company's debt securities or preferred stock by any
"nationally recognized statistical rating organization," as that term
is defined by the Commission for purposes of Rule 436(g)(2) under the
Act, and (ii) no such organization shall have publicly announced that
it has under surveillance or review, with possible negative
implications, its rating of any of the Company's debt securities or
preferred stock;
(h) On or after the date of the Pricing Agreement relating to
the Designated Securities there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange; (ii) a suspension
or material limitation in trading in the Company's securities on the
New York Stock Exchange; (iii) a general moratorium on commercial
banking activities declared by either Federal or New York or California
State authorities; or (iv) the outbreak or
13
<PAGE> 14
escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war, if the
effect of any such event specified in this Clause (iv) in the judgment
of the Representatives makes it impracticable or inadvisable to proceed
with the public offering or the delivery of the Designated Securities
on the terms and in the manner contemplated in the Prospectus as first
amended or supplemented relating to the Designated Securities;
(i) The Company shall have furnished or caused to be furnished
to the Representatives at the Time of Delivery for the Designated
Securities a certificate or certificates of officers of the Company
satisfactory to the Representatives as to the accuracy of the
representations and warranties of the Company herein at and as of such
Time of Delivery, as to the performance by the Company of all of its
obligations hereunder to be performed at or prior to such Time of
Delivery, as to the matters set forth in subsections (a) and (f) of
this Section and as to such other matters as the Representatives may
reasonably request; and
(j) The Company shall have complied with the provisions of
Section 5(c) hereof with respect to the furnishing of prospectuses on
the New York Business Day next succeeding the date of this Agreement.
8. (a) The Company shall indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several,
to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in
any Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended or supplemented and
any other prospectus relating to the Securities, or any amendment or
supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim as such expenses
are incurred; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in any
Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended or supplemented and
any other prospectus relating to the Securities, or any such amendment
or supplement in reliance upon and in conformity with written
information furnished to the Company by any Underwriter of Designated
Securities through the Representatives expressly for use therein.
(b) Each Underwriter shall indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to which the
Company may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged
14
<PAGE> 15
untrue statement of a material fact contained in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration
Statement, the Prospectus as amended or supplemented and any other
prospectus relating to the Securities, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in
any Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended or supplemented and
any other prospectus relating to the Securities, or any such amendment
or supplement in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives expressly for use therein; and will reimburse the
Company for any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending any such action
or claim as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is
to be made against the indemnifying party under such subsection, notify
the indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party shall not relieve it from
any liability which it may have to any indemnified party otherwise than
under such subsection. In case any such action shall be brought against
any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with
any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall
not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and, after notice from the indemnifying party
to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified
party under such subsection for any legal expenses of other counsel or
any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than
reasonable costs of investigation. No indemnifying party shall, without
the written consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with respect to,
any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not
the indemnified party is an actual or potential party to such action or
claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of any indemnified party.
(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party
under subsection (a) or (b) above in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred
15
<PAGE> 16
to therein, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters of the Designated
Securities on the other from the offering of the Designated Securities
to which such loss, claim, damage or liability (or action in respect
thereof) relates. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if
the indemnified party failed to give the notice required under
subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the Company on the one hand and the
Underwriters of the Designated Securities on the other in connection
with the statements or omissions which resulted in such losses, claims,
damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received
by the Company on the one hand and such Underwriters on the other shall
be deemed to be in the same proportion as the total net proceeds from
such offering (before deducting expenses) received by the Company bear
to the total underwriting discounts and commissions received by such
Underwriters. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Company on the one hand or
such Underwriters on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the Underwriters agree that
it would not be just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to above in this subsection (d). The amount
paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred
to above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), no Underwriter
shall be required to contribute any amount in excess of the amount by
which the total price at which the applicable Designated Securities
underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of
fraudulent 'misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The obligations of the
Underwriters of Designated Securities in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations with respect to such Securities and not joint.
(e) The obligations of the Company under this Section 8 shall
be in addition to any liability which the Company may otherwise have
and shall extend, upon the same terms and conditions, to each person,
if any, who controls any Underwriter within the
16
<PAGE> 17
meaning of the Act; and the obligations of the Underwriters under this
Section 8 shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.
9. (a) If any Underwriter shall default in its obligation to purchase
the Designated Securities which it has agreed to purchase under the
Pricing Agreement relating to such Designated Securities, the
Representatives may in their discretion arrange for themselves or
another party or other parties to purchase such Designated Securities
on the terms contained herein. If within thirty-six hours after such
default by any Underwriter the Representatives do not arrange for the
purchase of such Designated Securities, then the Company shall be
entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the
Representatives to purchase such Designated Securities on such terms.
In the event that, within the respective prescribed period, the
Representatives notify the Company that they have so arranged for the
purchase of such Designated Securities, or the Company notifies the
Representatives that it has so arranged for the purchase of such
Designated Securities, the Representatives or the Company shall have
the right to postpone the Time of Delivery for such Designated
Securities for a period of not more than seven days, in order to effect
whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus as amended or supplemented, or in any other
documents or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the
Prospectus which in the opinion of the Representatives may thereby be
made necessary. The term "Underwriter" as used in this Agreement shall
include any person substituted under this Section with like effect as
if such person had originally been a party to this Agreement and the
Pricing Agreement with respect to such Designated Securities.
(b) If, after giving effect to any arrangements for the
purchase of the Designated Securities of a defaulting Underwriter or
Underwriters by the Representatives and the Company as provided in
subsection (a) above, the aggregate principal amount of such Designated
Securities which remains unpurchased does not exceed one-eleventh of
the aggregate principal amount of the Designated Securities, then the
Company shall have the right to require each non-defaulting Underwriter
to purchase the principal amount of Designated Securities which such
Underwriter agreed to purchase under the Pricing Agreement relating to
such Designated Securities and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Designated Securities which such Underwriter agreed
to purchase under such Pricing Agreement) of the Designated Securities
of such defaulting Underwriter or Underwriters for which such
arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the
purchase of the Designated Securities of a defaulting Underwriter or
Underwriters by the Representatives
17
<PAGE> 18
and the Company as provided in subsection (a) above, the aggregate
principal amount of Designated Securities which remains unpurchased
exceeds one-eleventh of the aggregate principal amount of the
Designated Securities, as referred to in subsection (b) above, or if
the Company shall not exercise the right described in subsection (b)
above to require non-defaulting Underwriters to purchase Designated
Securities of a defaulting Underwriter or Underwriters, then the
Pricing Agreement relating to such Designated Securities shall
thereupon terminate, without liability on the part of any
non-defaulting Underwriter or the Company, except for the expenses to
be borne by the Company and the Underwriters as provided in Section 6
hereof and the indemnity and contribution agreements in Section 8
hereof; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.
10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.
11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Securities covered by such Pricing Agreement
except as provided in Sections 6 and 8 hereof; but, if for any other reason
Designated Securities are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Underwriters through the
Representatives for all out-of-pocket expenses approved in writing by the
Representatives, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of such Designated Securities, but the Company shall then be under no
further liability to any Underwriter with respect to such Designated Securities
except as provided in Sections 6 and 8 hereof.
12. In all dealings hereunder, the Representatives of the Underwriters
of Designated Securities shall act on behalf of each of such Underwriters, and
the parties hereto shall be entitled to act and rely upon any statement,
request, notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.
All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement: Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by the
18
<PAGE> 19
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.
13. This Agreement and each Pricing Agreement shall be binding upon,
and inure solely to the benefit of, the Underwriters, the Company and, to the
extent provided in Sections 8 and 10 hereof, the officers and directors of the
Company and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.
14. Time shall be of the essence of each Pricing Agreement. As used
herein, "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.
15. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
16. This Agreement and each Pricing Agreement may be executed by any
one or more of the parties hereto and thereto in any number of counterparts,
each of which shall be deemed to be an original, but all such respective
counterparts shall together constitute one and the same instrument.
If the foregoing is in accordance with your understanding, please sign
and return to us six counterparts hereof.
Very truly yours,
Fluor Corporation
By:
------------------------------------
Name: Stephen F. Hull
Title: Vice President and Treasurer
Accepted as of the date hereof:
- ---------------------------
- ---------------------------
- ---------------------------
By:
---------------------------
19
<PAGE> 20
ANNEX I
PRICING AGREEMENT
- ----------------------
- ----------------------
- ----------------------
_____________, 1999
Ladies and Gentlemen:
Fluor Corporation, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated __________, 1999 (the "Underwriting Agreement"), between the
Company on the one hand and ____________________ on the other hand, to issue and
sell to the Underwriters named in Schedule I hereto (the "Underwriters") the
Securities specified in Schedule II hereto (the "Designated Securities"). Each
of the provisions of the Underwriting Agreement is incorporated herein by
reference in its entirety, and shall be deemed to be a part of this Agreement to
the same extent as if such provisions had been set forth in full herein; and
each of the representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 12
are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
<PAGE> 21
If the foregoing is in accordance with your understanding, please sign
and return to us six counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
Fluor Corporation
By:
-----------------------------------
Name: Stephen F. Hull
Title: Vice President and Treasurer
Accepted as of the date hereof:
- ----------------------
- ----------------------
- ----------------------
By:
----------------------
2
<PAGE> 22
SCHEDULE I
Principal Amount
of Designated
Securities
Underwriter to be Purchased
----------- ---------------
______________________________________ $___________
______________________________________ $___________
______________________________________ $___________
Total $___________
<PAGE> 23
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
AGGREGATE PRINCIPAL AMOUNT:
PRICE TO PUBLIC:
PURCHASE PRICE BY UNDERWRITERS:
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian for trading in the Same Day Funds Settlement System of DTC,
and to be made available for checking by the Representatives at least
twenty-four hours prior to the Time of Delivery at the office of DTC.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
TIME OF DELIVERY:
10:00 a.m. (New York City time), ____________, 1999
INDENTURE:
Indenture dated as of ___________, 1999, between the Company and
Bankers Trust Company, as Trustee
MATURITY:
INTEREST RATE:
<PAGE> 24
INTEREST PAYMENT DATES:
REDEMPTION PROVISIONS:
SINKING FUND PROVISIONS:
DEFEASANCE PROVISIONS:
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
New York, New York
DELAYED DELIVERY:
ADDITIONAL CLOSING CONDITIONS:
None
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives:
Address for Notices, etc.:
2
<PAGE> 25
ANNEX II
Pursuant to Section 7(e) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:
(i) They are independent certified public accountants with
respect to the Company and its subsidiaries within the meaning of the
Act and the applicable published rules and regulations thereunder;
(ii) In their opinion, the financial statements and any
supplementary financial information and schedules audited (and, if
applicable, financial forecasts and/or pro forma financial information
examined) by them and included or incorporated by reference in the
Registration Statement or the Prospectus comply as to form in all
material respects with the applicable accounting requirements of the
Act or the Exchange Act, as applicable, and the related published rules
and regulations thereunder; and, if applicable, they have made a review
in accordance with standards established by the American Institute of
Certified Public Accountants of the consolidated interim financial
statements, selected financial data, pro forma financial information,
financial forecasts and/or condensed financial statements derived from
audited financial statements of the Company for the periods specified
in such letter, as indicated in their reports thereon, copies of which
have been separately furnished to the representative or representatives
of the Underwriters (the "Representatives") such term to include an
Underwriter or Underwriters who act without any firm being designated
as its or their representatives);
(iii) They have made a review in accordance with standards
established by the American Institute of Certified Public Accountants
of the unaudited condensed consolidated statements of income,
consolidated balance sheets and consolidated statements of cash flows
included in the Prospectus and/or included in the Company's report on
Form 10-Q incorporated by reference into the Prospectus as indicated in
their reports thereon copies of which have been separately furnished to
the Representatives; and on the basis of specified procedures including
inquiries of officials of the Company who have responsibility for
financial and accounting matters regarding whether the unaudited
condensed consolidated financial statements referred to in paragraph
(vi)(A)(i) below comply as to form in all material respects with the
applicable accounting requirements of the Act and the Exchange Act and
the related published rules and regulations, nothing came to their
attention that caused them to believe that the unaudited condensed
consolidated financial statements do not comply as to form in all
material respects with the applicable accounting requirements of the
Act and the Exchange Act and the related published rules and
regulations;
(iv) The unaudited selected financial information with respect
to the consolidated results of operations and financial position of the
Company for the five most recent fiscal years included in the
Prospectus and included or incorporated by reference in Item 6 of the
Company's Annual Report on Form 10-K for the most recent fiscal year
agrees with the corresponding amounts (after restatement where
applicable) in the audited
<PAGE> 26
consolidated financial statements for five such fiscal years which were
included or incorporated by reference in the Company's Annual Reports
on Form 10-K for such fiscal years;
(v) They have compared the information in the Prospectus under
selected captions with the disclosure requirements of Regulation S-K
and on the basis of limited procedures specified in such letter nothing
came to their attention as a result of the foregoing procedures that
caused them to believe that this information does not conform in all
material respects with the disclosure requirements of Items 301, 302,
402 and 503(d), respectively, of Regulation S-K;
(vi) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards,
consisting of a reading of the unaudited financial statements and other
information referred to below, a reading of the latest available
interim financial statements of the Company and its subsidiaries,
inspection of the minute books of the Company and its subsidiaries
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus, inquiries of officials of
the Company and its subsidiaries responsible for financial and
accounting matters and such other inquiries and procedures as may be
specified in such letter, nothing came to their attention that caused
them to believe that:
(A) (i) the unaudited condensed consolidated
statements of income, consolidated balance sheets and
consolidated statements of cash flows included in the
Prospectus and/or included or incorporated by reference in the
Company's Quarterly Reports on Form 10-Q incorporated by
reference in the Prospectus do not comply as to form in all
material respects with the applicable accounting requirements
of the Exchange Act and the related published rules and
regulations, or (ii) any material modifications should be made
to the unaudited condensed consolidated statements of income,
consolidated balance sheets and consolidated statements of
cash flows included in the Prospectus or included in the
Company's Quarterly Reports on Form 10-Q incorporated by
reference in the Prospectus for them to be in conformity with
generally accepted accounting principles;
(B) any other unaudited income statement data and
balance sheet items included in the Prospectus do not agree
with the corresponding items in the unaudited consolidated
financial statements from which such data and items were
derived, and any such unaudited data and items were not
determined on a basis substantially consistent with the basis
for the corresponding amounts in the audited consolidated
financial statements included or incorporated by reference in
the Company's Annual Report on Form 10-K for the most recent
fiscal year;
(C) the unaudited financial statements which were not
included in the Prospectus but from which were derived the
unaudited condensed financial statements referred to in clause
(A) and any unaudited income statement data and
2
<PAGE> 27
balance sheet items included in the Prospectus and referred to
in Clause (B) were not determined on a basis substantially
consistent with the basis for the audited financial statements
included or incorporated by reference in the Company's Annual
Report on Form 10-K for the most recent fiscal year;
(D) any unaudited pro forma consolidated condensed
financial statements included or incorporated by reference in
the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the
Act and the published rules and regulations thereunder or the
pro forma adjustments have not been properly applied to the
historical amounts in the compilation of those statements;
(E) as of a specified date not more than five days
prior to the date of such letter, there have been any changes
in the consolidated capital stock (other than issuances of
capital stock upon exercise of options and stock appreciation
rights, upon earn-outs of performance shares and upon
conversions of convertible securities, in each case which were
outstanding on the date of the latest balance sheet included
or incorporated by reference in the Prospectus) or any
increase in the consolidated long-term debt of the Company and
its subsidiaries, or any decreases in consolidated net current
assets or stockholders' equity or other items specified by the
Representatives, or any increases in any items specified by
the Representatives, in each case as compared with amounts
shown in the latest balance sheet included or incorporated by
reference in the Prospectus, except in each case for changes,
increases or decreases which the Prospectus discloses have
occurred or may occur or which are described in such letter;
and
(F) for the period from the date of the latest
financial statements included or incorporated by reference in
the Prospectus to the specified date referred to in Clause (E)
there were any decreases in consolidated net revenues or
operating profit or the total or per share amounts of
consolidated net income or other items specified by the
Representatives, or any increases in any items specified by
the Representatives, in each case as compared with the
comparable period of the preceding year and with any other
period of corresponding length specified by the
Representatives, except in each case for increases or
decreases which the Prospectus discloses have occurred or may
occur or which are described in such letter; and
(vii) In addition to the audit referred to in their report(s)
included or incorporated by reference in the Prospectus and the limited
procedures, inspection of minute books, inquiries and other procedures
referred to in paragraphs (iii) and (vi) above, they have carried out
certain specified procedures, not constituting an audit in accordance
with generally accepted auditing standards, with respect to certain
amounts, percentages and financial information specified by the
Representatives which are derived from the general accounting records
of the Company and its subsidiaries, which appear in the Prospectus
(excluding documents incorporated by reference), or in Part II of, or
in
3
<PAGE> 28
exhibits and schedules to, the Registration Statement specified by the
Representatives or in documents incorporated by reference in the
Prospectus specified by the Representatives, and have compared certain
of such amounts, percentages and financial information with the
accounting records of the Company and its subsidiaries and have found
them to be in agreement.
All references in this Annex II to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein) as defined in the Underwriting Agreement as of the date of the letter
delivered on the date of the Pricing Agreement for purposes of such letter and
to the Prospectus as amended or supplemented (including the documents
incorporated by reference therein) in relation to the applicable Designated
Securities for purposes of the letter delivered at the Time of Delivery for such
Designated Securities.
4
<PAGE> 1
EXHIBIT 5
GIBSON, DUNN & CRUTCHER LLP
Jamboree Center
4 Park Plaza
Irvine, California 92614-8557
(949) 451-3800 C 29019-00873
January 22, 1999
Fluor Corporation
3353 Michelson Drive
Irvine, CA 92698
Re: Fluor Corporation Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-3 (together with the exhibits thereto, the "Registration Statement"), and the
prospectus (the "Prospectus") forming a part thereof, in connection with the
registration and sale of up to $500,000,000 in aggregate initial offering price
of the debt securities, issuable in various series (the "Debt Securities"), of
Fluor Corporation, a Delaware corporation (the "Company"). The Prospectus
provides that it will be supplemented in the future by one or more supplements
to the Prospectus (each, a "Prospectus Supplement").
In addition, we have examined the originals, or copies identified to
our satisfaction as being true and complete copies of the originals, of the
following documents: (i) the Company's Restated Certificate of Incorporation and
Bylaws, each as amended to the date hereof; (ii) the Indenture, dated as of
February 18, 1997 (the "Indenture"), by and between the Company and Bankers
Trust Company, as trustee (the "Trustee"); and (iii) such other documents and
records of corporate proceedings and other actions taken by the Company in
connection with the authorization, issuance and sale of the Debt Securities.
In our examination, we have assumed the genuineness of all signatures
on, and the authenticity of, all documents submitted to us as originals and the
conformity to the original documents of all documents submitted to us as copies.
With respect to agreements and instruments executed by natural persons, we have
assumed the legal competency and authority of such persons. As to facts material
to the opinion expressed herein which were not independently
<PAGE> 2
Fluor Corporation
January 22, 1999
Page 2
established or verified by us, we have relied upon oral or written statements
and representations of the Company and others.
We have assumed with your permission that: (a) the Trustee had, has and
will have all requisite power and authority to execute, deliver and perform its
obligations under the Indenture and any applicable officer's certificate or
supplemental indenture as provided by the terms of the Indenture (each, a
"Supplemental Indenture"), (b) the execution and delivery of the Indenture and
any applicable Supplemental Indenture and the performance of the Trustee's
obligations thereunder have been and will be duly authorized by all necessary
action on the Trustee's part and the Indenture and any applicable Supplemental
Indenture have been and will be duly delivered by the Trustee, and (c) the
Indenture and any applicable Supplemental Indenture are and will be enforceable
against the Trustee in accordance with their terms.
Based upon the foregoing and in reliance thereon, and subject to the
qualifications, exceptions, assumptions and limitations herein contained, we are
of the opinion that, when (1) the Debt Securities have been duly established in
accordance with the terms of the Indenture and any applicable Supplemental
Indenture, (2) the Debt Securities have been duly executed and delivered and
have been duly authenticated by the Trustee and have been duly executed and
delivered on behalf of the Company against payment therefor, all in accordance
with the terms and provisions of the Indenture and any applicable Supplemental
Indenture and as contemplated by the Registration Statement, the Prospectus and
any related Prospectus Supplement, and (3) each of the Registration Statement
and any required post-effective amendments thereto have become effective under
the Securities Act of 1933, as amended (the "Securities Act"), the Debt
Securities will constitute valid and legally binding obligations of the Company,
enforceable in accordance with their terms.
The opinion set forth above is subject to the following exceptions,
limitations and qualifications: (A) the effect of applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws and court
decisions of general application, including without limitation, statutory or
other laws regarding fraudulent or preferential transfers relating to, limiting
or affecting the enforcement of creditors' rights generally and laws affecting
distribution by corporations to stockholders; (B) the application of general
principles of equity, including without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether such
enforceability is considered in a proceeding at law or in equity; and (C) we
express no opinion with respect to the enforceability of any provision in the
Indenture or any applicable Supplemental Indenture regarding rights of indemnity
or contribution where such provision is limited by applicable federal or state
law or contrary to public policy.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
caption "Legal Matters" in the Registration Statement, the Prospectus and any
related Prospectus Supplement. In giving this
<PAGE> 3
Fluor Corporation
January 22, 1999
Page 3
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the Rules and
Regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
-------------------------------
GIBSON, DUNN & CRUTCHER LLP
TDM/JMW/GCT
<PAGE> 1
EXHIBIT 12
FLUOR CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31
----------------------------------------------------
1994 1995 1996 1997 1998
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Earnings from continuing
operations before income
taxes........................ $303,299 $362,214 $413,218 $255,269 $362,626
Add (subtract)
Undistributed earnings from
less than 50% owned
persons................... (6,000) (163) (7,369) (1,103) (8,090)
Fixed charges................ 36,872 35,597 41,585 61,538 76,599
-------- -------- -------- -------- --------
Total........................ $334,171 $397,648 $447,434 $315,704 $431,135
======== ======== ======== ======== ========
Fixed charges
Interest expense............. $ 16,861 $ 13,385 $ 16,051 $ 30,758 $ 45,277
Portion of rental expense
representative of interest
factor.................... 20,011 22,212 25,534 30,780 31,322
-------- -------- -------- -------- --------
Total fixed charges.......... $ 36,872 $ 35,597 $ 41,585 $ 61,538 $ 76,599
======== ======== ======== ======== ========
Ratio of earnings to fixed
charges(1)................ 9.06 11.17 10.76 5.13 5.63
======== ======== ======== ======== ========
</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 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
January 20, 1999
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher, James O. Rollans and Stephen F. Hull, 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 a Registration Statement on Form S-3 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, up to
$500,000,000 of Fluor debt securities covered by said Registration Statement and
to file such Registration Statement 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 hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 20th day of January, 1999.
/s/ PHILIP J. CARROLL, JR.
----------------------------------
Name: Philip J. Carroll, Jr.
----------------------------------
<PAGE> 2
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher, James O. Rollans and Stephen F. Hull, 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 a Registration Statement on Form S-3 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, up to
$500,000,000 of Fluor debt securities covered by said Registration Statement and
to file such Registration Statement 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 hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 20th day of January, 1999.
/s/ JAMES O. ROLLANS
----------------------------------
Name: James O. Rollans
----------------------------------
<PAGE> 3
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Vice President and
Controller of Fluor Corporation, a Delaware corporation ("Fluor"), does hereby
constitute and appoint Lawrence N. Fisher and Stephen F. Hull, 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 a Registration Statement on Form S-3 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, up to $500,000,000
of Fluor debt securities covered by said Registration Statement and to file such
Registration Statement 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 hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 20th day of January, 1999.
/s/ VICTOR L. PRECHTL
----------------------------------
Name: Victor L. Prechtl
----------------------------------
<PAGE> 4
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher, James O. Rollans and Stephen F. Hull, 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 a Registration Statement on Form S-3 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, up to
$500,000,000 of Fluor debt securities covered by said Registration Statement and
to file such Registration Statement 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 hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 20th day of January, 1999.
/s/ DONALD L. BLANKENSHIP
----------------------------------
Name: Donald L. Blankenship
----------------------------------
<PAGE> 5
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher, James O. Rollans and Stephen F. Hull, 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 a Registration Statement on Form S-3 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, up to
$500,000,000 of Fluor debt securities covered by said Registration Statement and
to file such Registration Statement 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 hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 20th day of January, 1999.
/s/ CARROLL A. CAMPBELL, JR.
----------------------------------
Name: Carroll A. Campbell, Jr.
----------------------------------
<PAGE> 6
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher, James O. Rollans and Stephen F. Hull, 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 a Registration Statement on Form S-3 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, up to
$500,000,000 of Fluor debt securities covered by said Registration Statement and
to file such Registration Statement 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 hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 19th day of January, 1999.
/s/ PETER J. FLUOR
----------------------------------
Name: Peter J. Fluor
----------------------------------
<PAGE> 7
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher, James O. Rollans and Stephen F. Hull, 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 a Registration Statement on Form S-3 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, up to
$500,000,000 of Fluor debt securities covered by said Registration Statement and
to file such Registration Statement 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 hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 19th day of January, 1999.
/s/ DAVID P. GARDNER
----------------------------------
Name: David P. Gardner
----------------------------------
<PAGE> 8
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher, James O. Rollans and Stephen F. Hull, 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 a Registration Statement on Form S-3 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, up to
$500,000,000 of Fluor debt securities covered by said Registration Statement and
to file such Registration Statement 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 hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 20th day of January, 1999.
/s/ THOMAS L. GOSSAGE
----------------------------------
Name: Thomas L. Gossage
----------------------------------
<PAGE> 9
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher, James O. Rollans and Stephen F. Hull, 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 a Registration Statement on Form S-3 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, up to
$500,000,000 of Fluor debt securities covered by said Registration Statement and
to file such Registration Statement 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 hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 19th day of January, 1999.
/s/ BOBBY R. INMAN
----------------------------------
Name: Bobby R. Inman
----------------------------------
<PAGE> 10
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher, James O. Rollans and Stephen F. Hull, 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 a Registration Statement on Form S-3 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, up to
$500,000,000 of Fluor debt securities covered by said Registration Statement and
to file such Registration Statement 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 hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 19th day of January, 1999.
/s/ VILMA S. MARTINEZ
----------------------------------
Name: Vilma S. Martinez
----------------------------------
<PAGE> 11
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher, James O. Rollans and Stephen F. Hull, 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 a Registration Statement on Form S-3 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, up to
$500,000,000 of Fluor debt securities covered by said Registration Statement and
to file such Registration Statement 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 hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 20th day of January, 1999.
/s/ DEAN R. O'HARE
----------------------------------
Name: Dean R. O'Hare
----------------------------------
<PAGE> 12
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher, James O. Rollans and Stephen F. Hull, 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 a Registration Statement on Form S-3 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, up to
$500,000,000 of Fluor debt securities covered by said Registration Statement and
to file such Registration Statement 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 hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 20th day of January, 1999.
/s/ ROBIN W. RENWICK
----------------------------------
Name: Lord Robin W. Renwick,
K.C.M.G.
----------------------------------
<PAGE> 13
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher, James O. Rollans and Stephen F. Hull, 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 a Registration Statement on Form S-3 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, up to
$500,000,000 of Fluor debt securities covered by said Registration Statement and
to file such Registration Statement 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 hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 19th day of January, 1999.
/s/ MARTHA R. SEGER
----------------------------------
Name: Martha R. Seger
----------------------------------
<PAGE> 14
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher, James O. Rollans and Stephen F. Hull, 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 a Registration Statement on Form S-3 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, up to
$500,000,000 of Fluor debt securities covered by said Registration Statement and
to file such Registration Statement 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 hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of the 19th day of January, 1999.
/s/ JAMES C. STEIN
----------------------------------
Name: James C. Stein
----------------------------------
