[TYPE] EX-4.2 EXHIBIT 4.2
Dear Shareholder:
Fluor Corporation is pleased to offer a Dividend Reinvestment Plan.
Participation is optional. The Plan provides shareholders of record the
opportunity to conveniently and economically increase their ownership in Fluor.
If you elect to participate, your quarterly dividend payment will
automatically be reinvested in shares of Fluor Common Stock at no cost to you.
You may also make optional cash investments to acquire additional shares at
costs substantially below normal brokerage fees.
The Plan is being offered through our agent, Chemical Bank. Please be sure
to review this brochure carefully for all the features and details of the Plan.
Then, if you wish to participate, complete and forward
the enclosed authorization card in the postage-paid envelope provided for your
convenience.
We are pleased to be offering you this program, and hope that many of you
will want to participate.
Sincerely,
L.G. McCRAW
-------------------------
L.G. McCraw
Chairman and
Chief Executive Officer
KEY PLAN FEATURES
THE PLAN
The Plan offers Fluor shareholders the opportunity to conveniently reinvest
their dividends in shares of Fluor Common Stock without payment of a service fee
or brokerage commission.
DIVIDEND REINVESTMENT
Dividends paid by Fluor to you as a participating shareholder in the Plan
are automatically applied toward the purchase of additional Fluor Common Stock.
All fees and brokerage commissions are paid by Fluor. The Bank (Chemical Bank)
purchases both full and fractional shares for your Account which means the
entire amount of your dividend is utilized. In order to participate in the Plan,
all shares registered in your name must be enrolled in the Plan.
Until June 30, 1995, if you are the holder of record of at least one full
share of Fluor Common Stock, you may participate in the Plan. You will have
until June 30, 1995 to achieve a balance of 50 shares of Fluor Common Stock in
your Plan Account. After June 30, 1995, if your Account does not have a minimum
balance of at least 50 shares, your Account will be terminated without further
notice. In such event, the Account shares will be sold and a check for the net
proceeds will be mailed to you. After June 30, 1995, in order to participate in
the Plan, all Participants must enroll with and maintain a balance of not less
than 50 shares in his or her Account.
OPTIONAL CASH INVESTMENTS
In addition to reinvesting your dividends, you may elect to purchase
additional shares of Fluor Common Stock for cash in any amount from a minimum of
$100 to a maximum of $10,000 per quarter (Optional Cash Investments). You must
participate in the Dividend Reinvestment portion of the Plan to make Optional
Cash Investments. A three dollar ($3) service fee is charged for each check or
money order processed by the Bank. Payment of this fee will be split equally
between you and Fluor ($1.50 each). You are also responsible for a brokerage
commission of seven cents ($0.07) per share multiplied by the number of shares
of Fluor Common Stock purchased for your Account. Shares purchased with Optional
Cash Investments will be credited to your Account less fees and commissions
required to be paid by you.
To make a Cash Investment, mail a check or money order payable to Chemical
Bank, together with the remittance slip which is part of your Account statement,
to the address indicated on the statement. Optional Cash Investments must be
received at least two business days prior to, but no earlier than 30 calendar
days preceding, the quarterly dividend payment date. Although the actual
dividend payment dates vary, these dates have historically occurred between the
10th and 21st days of January, April, July and October of each year.
PLAN PURCHASES OF FLUOR COMMON STOCK
The purchase of shares of Fluor Common Stock will generally occur on the
dividend payment date mentioned above but in no event later than 30 days
thereafter. The price of shares acquired for each Account will be equal to the
average price for all shares purchased by the Bank as agent for all Participants
in the Plan for that quarter.
PLAN ACCOUNT STATEMENTS
After the quarterly dividends and Optional Cash Investments are reinvested
in shares of Fluor Common Stock, the Bank will send you a detailed year-to-date
statement of your Account. The statement includes all amounts invested on your
behalf, the number of shares and fractional shares credited to your Account, the
purchase price of those shares and the total number of shares you hold in your
Account.
TAX INFORMATION
Reinvested dividends are treated by the IRS in the same manner as cash
dividends and are taxable. The payment of service fees and brokerage commissions
by Fluor on your behalf is considered income to you and reported as such to the
IRS. If you are subject to backup withholding tax on dividends under the Plan,
or if you are a foreign stockholder whose dividends are subject to United States
income tax withholding, the amount of the tax to be withheld is deducted from
the amount of the dividends and only the reduced amount is reinvested in Fluor
Common Stock. At
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year end, the Bank provides you with summary information for tax purposes.
CUSTODY OF SHARES
All shares purchased under the Plan are held for you in your Account by the
Bank. Upon written request, the Bank will send you a certificate for any full
shares credited to your Account. You must pay a service fee of five dollars ($5)
per certificate requested by sending a check or money order payable to Chemical
Bank.
You may also elect to have the Bank provide custodial service for the
shares of Fluor Common Stock that you already own by sending your share
certificates to the Bank at the address indicated below, either by registered or
certified mail, return receipt requested.
VOTING RIGHTS
Before each shareholder meeting, the Bank will mail a proxy card to you for
the shares held in your Account. Your shares will be voted as you direct. If you
properly sign and return the proxy card but otherwise provide no instruction,
your Account shares will be voted as recommended by Fluor's Board of Directors.
If you do not return your proxy, the shares in your Account will not be voted.
SALE OF PLAN ACCOUNT SHARES
You may sell shares of Fluor Common Stock directly from your Account at any
time through a written request directing the Bank to sell a specified number of
shares of stock from your Account. Sales of shares generally occur within seven
calendar days of receipt by Chemical Bank of your instruction to sell shares.
The Bank will remit the proceeds to you as soon as practicable, less a fifteen
dollar ($15) service fee and applicable brokerage commissions.
PARTICIPATION IN THE PLAN
Subject to the minimum holding requirements, all holders of record of Fluor
Common Stock may join the Plan at any time. To begin participating, complete an
authorization card and mail it to the Bank in the postage-paid envelope provided
for your convenience. If you are a shareholder of record and you have not
received an
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authorization card, contact the Bank at the address below.
If your shares are registered in the name of someone holding the shares on
your behalf (e.g., in the name of a broker, bank or other nominee) and you want
to participate in the Plan, you must either make appropriate arrangements with
your broker, bank or other registered holder to participate in the Plan, or you
must become the holder of record by having the shares transferred to your own
name.
Your authorization card must be received by the Bank prior to a dividend
record date for participation in the plan to begin effective with that quarterly
dividend payment. Although the actual record dates for Fluor dividends vary,
historically these dates have occurred between the 20th and 30th days of
December, March, June and September of each year.
WITHDRAWAL FROM THE PLAN
You may withdraw from the Plan at any time by notifying the Bank in writing
and mailing a check or money order of five dollars ($5) per certificate
requested. Upon withdrawal, the Bank will send you a certificate for the full
number of shares held in your Account and a check for any fractional share.
Alternatively, you may direct the Bank to sell your shares, upon which the Bank
will remit to you the cash proceeds less the fifteen dollar ($15) service fee
and brokerage commissions applicable to the sale of Account shares.
ADDITIONAL PLAN INFORMATION
If you have questions regarding the Plan please contact:
Chemical Bank
Fluor Dividend Reinvestment Plan
J.A.F. Building
P.O. Box 3069
New York, New York 10116-3069
Telephone: (800) 356-2017
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DIVIDEND REINVESTMENT PLAN TERMS AND CONDITIONS
1. As agent for each participating shareholder ("Participant") of Fluor
Corporation ("Fluor"), Chemical Bank (the "Bank") will carry out the Terms and
Conditions of the Fluor Corporation Dividend Reinvestment Plan (the "Plan") set
forth below.
2. To elect to participate in the Plan, a shareholder must submit to the
Bank a completed and signed authorization card ("Authorization"). The
Authorization must include the name (or names in the case of a joint tenancy or
trust, etc.) of the Participant exactly as the name or names are registered and
appear on the certificate. Pursuant to receiving such Authorization, the Bank
will establish an account under the Plan ("Account") for each Participant and
will credit to the Account of each Participant cash received by the Bank from
either of the following sources: (i) cash dividends payable to the Participant
on all shares of Fluor Common Stock registered in the Participant's name,
pursuant to paragraph 3 below; and (ii) Optional Cash Investments delivered to
the Bank by the Participant, pursuant to paragraph 4 below.
3. All cash dividends payable to the Participant on shares of Fluor Common
Stock registered in the Participant's name are applied toward the purchase of
additional Fluor Common Stock. Stock purchases are made by the Bank and the
newly acquired shares credited to the Participant's Account. All fees and
brokerage commissions are paid by Fluor. All shares registered in the
Participant's name must be enrolled in the Plan. The Plan does not permit
partial reinvestment, nor does the Plan permit the Participant to designate a
portion or percentage of the cash dividend to be applied toward reinvestment.
Under the Plan, the Bank reinvests all cash dividends on all shares registered
in the Participant's name except where it is clearly established to the Bank
that the Participant is holding Fluor shares for several beneficial owners. An
Authorization for dividend reinvestment must be received by the Bank prior to a
quarter's dividend record date for participation in the Plan to begin effective
with that quarterly dividend payment. Although the actual record dates for Fluor
dividends vary, historically these dates have occurred between the 20th and 30th
days of December, March, June and September of each year.
Until June 30, 1995, any holder of record of at least one full share of
Fluor Common Stock may participate in the Plan. After June 30, 1995, all
Accounts with a balance of less than 50 shares of Fluor Common Stock will be
terminated without further notice. In such event, the Account shares will be
sold and a check for the net proceeds, (proceeds less applicable fees pursuant
to paragraph 14 below) will be sent to the Participant. After June 30, 1995, in
order to participate in the Plan, all Participants must enroll with and maintain
a balance of not less than 50 shares in their Account.
4. The Participant may elect to purchase additional shares of Fluor Common
Stock for cash in any amount from a minimum amount of one hundred dollars ($100)
per investment to an aggregate maximum amount of ten thousand
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dollars ($10,000) per quarter ("Optional Cash Investments"). The Participant
must be participating in the Dividend Reinvestment portion of the Plan to make
Optional Cash Investments. A service fee in the amount of three dollars ($3) is
charged by the Bank for each check or money order processed. Payment of this fee
will be split equally between the Participant and Fluor ($1.50 each). A
brokerage commission of seven cents ($0.07) per share multiplied by the number
of shares purchased is also payable by the Participant. Shares purchased with
Optional Cash Investments will be credited to the Participant's Account less the
fees and commissions required to be paid by the Participant. Optional Cash
Investments must be received by the Bank at least two business days prior to,
but no earlier than 30 calendar days preceding, the quarterly dividend payment
date. Optional Cash Investments not received within this time period will be
returned to the Participant as soon as practicable. No interest will be paid on
Optional Cash Investments received by the Bank. Although the actual dividend
payment dates vary, these dates have historically occurred between the 10th and
21st days of January, April, July and October. If Fluor does not pay a dividend
in any quarter, Optional Cash Investments sent by the Participant to the Bank
will be invested as though such dividend had been paid.
Optional Cash Investments should be made payable to Chemical Bank, drawn
against United States banks and in United States dollars, and mailed directly,
together with the remittance slip which is part of the Participant's Account
statement, to the address indicated on the statement. Checks drawn against
non-United States banks must have the United States currency imprinted on the
check. Optional Cash Investments sent to any other address will not be
considered validly delivered. If any check is returned unpaid for any reason,
the Bank will consider the request for investment of such money null and void
and shall immediately remove from the Participant's Account any shares purchased
upon the prior credit of such money. The Bank shall thereupon be entitled to
sell these shares to satisfy any uncollected amounts. If the net proceeds of the
sale of such shares are insufficient to satisfy the balance of such uncollected
amounts, the Bank shall be entitled to sell such additional shares from the
Participant's Account to satisfy the uncollected balance.
5. The Bank will invest all cash credited to the Participant's Account for
the purchase of full and fractional shares of Fluor Common Stock. Dividends
received from Account shares and Optional Cash Investments may be aggregated and
commingled with the funds credited to all other Accounts of all other
Participants. No interest will be payable on such funds.
6. The Bank will generally invest the cash credited to the Participant's
Account on the dividend payment date but in no event later than 30 days from
said date, except where necessary to comply with applicable provisions of the
federal securities laws or the rules and regulations of the Securities and
Exchange Commission. If any suspension of trading of shares
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of Fluor Common Stock by any agency or governmental body remains effective for
30 consecutive days, the Bank shall return all cash in the Participant's Account
to the Participant after such thirtieth day. Optional Cash Investments received
during any 30 day suspension period will be returned as soon as practicable.
7. The Bank will purchase shares for the Participant's Account on any
securities exchange or national market system where shares of Fluor Common Stock
are traded, in the over-the-counter market or in negotiated transactions.
Purchases may be made on such terms as to price, delivery and otherwise, and may
be executed through such brokers or dealers, as the Bank may determine. The
price at which the Bank shall be deemed to have acquired shares for the
Participant's Account shall be the average price, excluding brokerage
commissions and any other costs of purchase, of all shares purchased by it as
agent for all Participants in the Plan on the applicable dividend payment date
and within 30 days thereafter. No Participant shall have any authority or power
to direct the time or price at which said shares may be purchased and the Bank
shall have no responsibility as to the value of the Fluor shares acquired or
held for the Participant's Account.
8. Following each purchase, the Bank will mail a statement to each
Participant summarizing the year-to-date transactions in the Participant's
Account, indicating, among other things, the cash dividends and Optional Cash
Investments received, the amounts reinvested, the number of shares and
fractional shares credited to the Participant's Account, the average cost per
share and the total number of shares in the Account. Current year Account
statements are provided at no charge to the Participant; however, a Participant
must pay a fee of twenty dollars ($20) if requesting copies of statements from a
prior calendar year.
9. It is understood that the reinvestment of dividends does not relieve the
Participant of any income tax which may be payable on such dividends. It is
understood that the payment by Fluor of service fees and brokerage commissions
is considered income to the Participant and reported as such to the IRS. If a
Participant is subject to United States backup withholding tax on dividends, or
is a foreign shareholder whose dividends are subject to United States income tax
withholding, the amount of the tax to be withheld will be deducted from the
amount of the dividends and only the reduced amount will be reinvested in Fluor
Common Stock. Statements of account for said participants indicate the amount
withheld. At year end, the Bank provides each Participant with summary
information for tax purposes at no charge to the Participant.
10. Certificates will ordinarily not be issued for shares acquired under the
Plan unless the Bank is so requested by the Participant in writing or until such
Account is terminated as provided in Paragraph 15 below. Upon written request,
the Bank will send certificates for any full shares credited to the
Participant's Account. No certificates for fractional shares will be issued. A
service fee of five dollars ($5) per certificate
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requested must be paid by the Participant by mailing a check or money order
payable to Chemical Bank.
11. The Participant may elect, at no additional cost, to deposit
certificates for shares of Fluor Common Stock with the Bank for safekeeping. The
Bank will credit the Participant's Account with the number of shares deposited
and will treat them in all respects in the same manner as shares purchased for
the Participant's Account. All certificates should be sent to the Bank by either
registered or certified mail, return receipt requested. The Participant bears
the risk of loss in transit.
12. Shares of Fluor Common Stock held in a Participant's Account may not be
pledged or assigned. The Participant must request that the shares be withdrawn
and a certificate be delivered to the Participant for these purposes.
13. All proxy solicitation materials will be sent by the Bank to
Participants. The Bank will vote Account shares as the Participant directs. If
no instructions are indicated on a properly signed and returned proxy card, the
Participant's Account shares will be voted in accordance with the
recommendations of Fluor's Board of Directors to the extent permitted by
applicable laws and regulations thereunder. If the proxy card is not returned,
the Participant's Account shares will not be voted.
14. If requested in writing, the Bank will sell a Participant's Account
shares generally within seven calendar days of receipt of the request and
promptly remit the proceeds to the Participant, less a fifteen dollar ($15)
service fee and applicable brokerage commissions. Requests to sell Account
shares must indicate the number of shares to be sold and not the dollar amount
to be attained. The Participant selling shares should be aware that prices may
fluctuate during the period between a request for sale, receipt by the bank of
the request and ultimate sale in the open market. The Participant bears the risk
of any price change.
15. A Participant may terminate participation in the Plan at any time by
giving written notice to the Bank. Such notice shall be effective upon receipt
by the Bank; however, if notice of termination is received by the Bank after a
dividend record date, such notice will not be effective until dividends paid for
that record date have been credited to the Participant's Account. Fluor may, in
its sole judgment, direct the Bank to terminate a Participant from the Plan at
any time if Fluor deems the practices of the Participant are not consistent with
the intent of the Plan. Upon termination, the Bank will promptly send the
Participant a certificate for the full shares in the Participant's Account and a
check in an amount equal to the value of any fractional shares based upon the
then current market price of a full share. A service fee of five dollars ($5)
per certificate requested must be paid by the Participant by mailing a check or
money order to Chemical Bank. The Bank may, at its discretion and without
notice, terminate any Account having a balance of less than one full share by
payment in cash.
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16. The Board of Directors of Fluor or any designated committee thereof,
reserves the right to amend, suspend, modify or terminate the Plan at any time,
but such action shall have no retroactive effect that would prejudice the
interest of the Participants. Notice of such action will be sent to the last
address of record for all Participants.
17. Any election, notice, request, instruction, or withdrawal which by any
provision of the Plan is required or permitted to be given or made by the
Participant to the Bank, shall be written and shall be deemed to be given or
made when received by the Bank. Such direction shall be mailed postage prepaid
to:
Chemical Bank
Fluor Dividend Reinvestment Plan
J.A.F. Building
P.O. Box 3069
New York, New York 10116-3069
Telephone: (800) 356-2017
18. Fluor and/or the Bank shall not be liable hereunder for any action
taken, suffered or omitted in good faith including without limitation, any claim
of liability arising under the following: (i) failure to terminate the
Participant's Account upon the Participant's death or otherwise prior to the
receipt of written notice of such death; (ii) termination accompanied by
documentation deemed satisfactory by the Bank; (iii) prices at which shares are
purchased or sold for the Participant's Account; (iv) timing and terms on which
such purchases and sales are made; or (v) market value or any fluctuation in the
market value after purchase of shares or sale of shares for the Participant's
Account.
19. These Terms and Conditions and the provisions of the Authorization shall
be governed by the laws of the State of New York.
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