1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 4, 1997
---------------
FLUOR CORPORATION
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 1-7775 95-0740960
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3353 Michelson Drive, Irvine, California 92698
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (714) 975-2000
----------------------------
N/A
- -------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
2
ITEM 5. OTHER EVENTS.
On December 20, 1996, Fluor Corporation (the "Company") filed a
Registration Statement on Form S-3 (No. 333-18315), as amended by Amendment No.
1 filed on February 14, 1997, relating to the registration under the Securities
Act of 1933, as amended (the "Securities Act"), of up to an aggregate principal
amount of $400 million of debt securities, which Registration Statement was
declared effective on February 18, 1997.
On March 4, 1997, the Company entered into an Underwriting Agreement and a
Pricing Agreement (a copy of which is attached hereto as Exhibit 1.2) with
Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Salomon Brothers Inc (collectively, the "Underwriters"), pursuant to which the
Company agreed to issue and sell and the Underwriters agreed, severally and not
jointly, subject to certain conditions, to purchase $300 million aggregate
principal amount of the Company's 6.95% Notes due March 1, 2007 (the "Notes") at
an initial public offering price of 99.551% less underwriting discounts and
commissions.
The issuance and sale of the Notes were completed on March 7, 1997. The
Notes were issued pursuant to an Indenture dated as of February 18, 1997 between
the Company and Bankers Trust Company, as trustee (a copy of which is attached
hereto as Exhibit 4.1).
In connection with the issuance of the Notes under the Indenture, the
Company delivered an Officer's Certificate dated March 7, 1997 (a copy of which
is attached hereto as Exhibit 4.2) setting forth the terms of the Notes and
certifying the resolutions duly adopted by the Board of Directors of the Company
and the Executive Committee of the Board of Directors as of December 11, 1996
and March 4, 1997, respectively.
2
3
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed with this report on Form 8-K:
Exhibit No. Description
----------- -----------
1.2 Underwriting Agreement, dated March 4, 1997, among the Company and
Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Salomon Brothers Inc.
4.1 Indenture, dated as of February 18, 1997, between the Company and
Bankers Trust Company, as Trustee.
4.2 Officer's Certificate, dated March 7, 1997, setting forth the terms of
the Notes and attaching the specimen form of Note.
5 Opinion of Gibson, Dunn & Crutcher, LLP regarding the legality of the
Notes.
23 Consent of Gibson, Dunn & Crutcher, LLP (included in Exhibit 5
hereto).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 7, 1997 FLUOR CORPORATION
By: /s/ LAWRENCE N. FISHER
------------------------------
Name: Lawrence N. Fisher
Its: Senior Vice President -- Law
and Secretary
3
4
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
- ------- ----------- -------------
1.2 Underwriting Agreement, dated March 4, 1997, among the
Company and Goldman, Sachs & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Salomon Brothers Inc.
4.1 Indenture, dated as of February 18, 1997, between the
Company and Bankers Trust Company, as Trustee.
4.2 Officer's Certificate, dated March 7, 1997, setting forth
the terms of the Notes and attaching the specimen form of
Note.
5 Opinion of Gibson, Dunn & Crutcher, LLP regarding the
legality of the Notes.
23 Consent of Gibson, Dunn & Crutcher, LLP (included in
Exhibit 5 hereto).
4