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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) December 9, 1998
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FLUOR CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-7775 95-0740960
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3353 Michelson Drive, Irvine, California 92698
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (949) 975-2000
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
Under the Company's Restated Bylaws, a stockholder who wishes to propose
business for consideration at the Annual Meeting or to nominate persons for
election to the Board of Directors must deliver to the Company between December
9, 1998, and January 8, 1999 the information specified in the Company's Bylaws
regarding such proposal or nomination. Under the SEC's Rule 14a-4, as recently
amended, the Company may exercise discretionary voting authority under proxies
it solicits to vote on a proposal made by a stockholder that the stockholder
does not seek to include in the Company's proxy statement pursuant to Rule
14a-8, unless the Company is notified about the proposal between December 9,
1998, and January 8, 1999 and the stockholder satisfies the other requirements
of Rule 14a-4(c). Separately, under SEC Rule 14a-8, a stockholder wishing to
submit a proposal that qualifies for inclusion in the Company's proxy statement
must have submitted his or her proposal to the Company before October 1, 1998,
and must have satisfied the other requirements of SEC Rule 14a-8. A copy of the
Restated Bylaws, as amended, is attached hereto as an exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number:
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3.2 Restated Bylaws (as amended December 9, 1998) of Fluor
Corporation.
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: December 10, 1998 FLUOR CORPORATION
By: /s/ LAWRENCE N. FISHER
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Lawrence N. Fisher, Senior Vice
President - Law and Secretary