-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QnzGifqUzYl7SgkZKQJw6gHRO3JpFj8l6sZ/JoRgahns5qeyPykFNxX3i6fPc5+n v501ezR6KAWe0O45FZdooQ== 0001017062-97-001314.txt : 19970710 0001017062-97-001314.hdr.sgml : 19970710 ACCESSION NUMBER: 0001017062-97-001314 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970709 EFFECTIVENESS DATE: 19970709 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLUOR CORP/DE/ CENTRAL INDEX KEY: 0000037748 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 950740960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30983 FILM NUMBER: 97638338 BUSINESS ADDRESS: STREET 1: 3333 MICHELSON DR CITY: IRVINE STATE: CA ZIP: 92730 BUSINESS PHONE: 7149752000 FORMER COMPANY: FORMER CONFORMED NAME: FLUOR CORP LTD DATE OF NAME CHANGE: 19710624 S-8 1 TRS SALARIED EMPLOYEES 401(K) RETIREMENT PLAN =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________ FLUOR CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 95-0740960 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3353 MICHELSON DRIVE IRVINE, CALIFORNIA 92698 (Address of principal executive offices) _____________ TRS SALARIED EMPLOYEES' 401(k) RETIREMENT PLAN (Full title of the plan) _____________ LAWRENCE N. FISHER SENIOR VICE PRESIDENT-LAW AND SECRETARY 3353 MICHELSON DRIVE IRVINE, CALIFORNIA 92698 (714) 975-6995 (Name, address, including zip code, and telephone number, including area code, of agent for service) _____________ CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Maximum Amount Offering Aggregate Title of Securities to be Price per Offering Amount of to be Registered Registered Share(1) Price(1) Registration Fee - --------------------------------------------------------------------------------------------- Common Stock 5,000 shares(2) $55.3125(2) $276,562.50(2) $83.81(2) =============================================================================================
(1) Estimated solely for the purpose of determining the registration fee pursuant to Rules 457(h) and 457(c) and based on the average of the high and low prices of the Common Stock of Fluor Corporation as reported on July 3, 1997 on the New York Stock Exchange, Inc. (2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of plan interests to be offered or sold pursuant to the Plan. In accordance with Rule 457(h)(2), no separate fee calculations are made for plan interests. INTRODUCTION This Registration Statement on Form S-8 is filed by Fluor Corporation (the "Registrant") relating to 5,000 shares of the Registrant's Common Stock, issuable pursuant to the TRS Salaried Employees' 401(k) Retirement Plan (the "Plan"). PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ---------------------------------------------------- ITEM 1. PLAN INFORMATION.* ---------------- ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* ----------------------------------------------------------- *Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. --------------------------------------- The following documents filed by the Registrant and the Plan with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference and made a part hereof: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 1996; (b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 1997; (c) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1997; (d) The Plan's Annual Report on Form 11-K for the year ended December 31, 1996; and (e) The description of the Registrant's Common Stock contained in a Registration Statement filed by the Registrant pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"), and any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant and the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents. For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated herein by reference modifies or supersedes 2 such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. ------------------------- Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. -------------------------------------- Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. ----------------------------------------- The Registrant is a Delaware corporation. Article Nineteen of the Registrant's Restated Certificate of Incorporation provides that the officers and directors of the Registrant shall be indemnified and held harmless by the Registrant to the fullest extent authorized by the Delaware General Corporation Law, as amended from time to time (the "GCL"). Section 145 of the GCL provides that a Delaware corporation has the power to indemnify officers and directors in certain circumstances. Subsection (a) of Section 145 of the GCL empowers a corporation to indemnify any director or officer, or former director or officer, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action in the right of the corporation), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding provided such director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, provided that such director or officer has no reasonable cause to believe his conduct was unlawful. Subsection (b) of Section 145 empowers a corporation to indemnify any director or officer, or former director or officer, who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit; provided that such director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation. However, no indemnification may be made in respect of any obligation, issue or matter as to which such director or officer has been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, the director or officer is fairly and reasonably entitled to indemnity for such expenses, which the Court of Chancery or such other court shall deem proper. Section 145 further provides that to the extent that a director or officer has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Article Nineteen of the Registrant's Restated Certificate of Incorporation provides that the indemnification provided for thereunder shall be a contract right which shall include the right to be paid expenses incurred in defending any proceeding in advance of its final disposition subject to any undertakings required under the GCL. Subsection (e) of Section 145 requires an undertaking to repay any such amount advanced if the director or officer receiving such amount is ultimately determined not to be entitled to indemnification. 3 Article Nineteen limits indemnification of any officer or director with respect to actions initiated by such person to those actions where such indemnification is approved by the Registrant's Board of Directors. Indemnification provided for by Section 145 and Article Nineteen is not to be deemed exclusive of any other rights to which the indemnified party may be entitled. Both Section 145 and Article Nineteen permit the Registrant to maintain insurance on behalf of a director or officer against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Registrant would have the power to indemnify him against such liabilities under Section 145. Article Nineteen provides that any director or officer claiming rights to indemnification thereunder may bring suit if such indemnification is not paid within thirty days. Article Nineteen further provides that the Registrant bears the burden of proving that the claimant has not met the standards of conduct required for indemnification under the GCL if the Registrant elects to defend any such action. Article Eighteen of the Registrant's Restated Certificate of Incorporation provides that, to the fullest extent permitted under the GCL, a director of the Registrant shall not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. ----------------------------------- Not applicable. ITEM 8. EXHIBITS. -------- 4.1 Restated Certificate of Incorporation of the Registrant, as in effect as of March 18, 1987 (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-8 (No. 333-18151) and incorporated herein by reference) 4.2 Restated Bylaws of the Registrant, as amended effective January 28, 1997 (filed as Exhibit 3.2 to the Registrant's Form 10-K for the fiscal year ended October 31, 1996, and incorporated herein by reference) 5 Opinion of Lawrence N. Fisher as to the legality of the securities being registered 23.1 Consent of Ernst & Young LLP, independent auditors of the Registrant and the Plan 23.2 Consent of Lawrence N. Fisher (contained in Exhibit 5 hereof) 24 Powers of Attorney The Registrant hereby undertakes that the Registrant will submit or has submitted the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan. ITEM 9. UNDERTAKINGS. ------------ (a) The undersigned registrant hereby undertakes: 4 (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) 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; (iii) 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 subparagraphs (1)(i) and (1)(ii) 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 the Registrant pursuant to Section 13 or Section 15(d) of 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. (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) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 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 to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Orange, State of California. FLUOR CORPORATION Date: July 7, 1997 By: /s/ LAWRENCE N. FISHER --------------------------------------- Lawrence N. Fisher Senior Vice President-Law and Secretary Pursuant to the requirements of the Securities Act, the trustees (or other persons who administer the Plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Orange, State of California. TRS SALARIED EMPLOYEES' 401(k) RETIREMENT PLAN Date: July 7, 1997 By: /s/ JAMES R. KIKENDALL -------------------------------------- James R. Kikendall, Secretary Plan Administrative Committee Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the date indicated.
Signature Title Date --------- ----- ---- * Chief Executive Officer, July 7, 1997 - ---------------------------------------- Chairman of the Board and Director Leslie G. McGraw (Principal Executive Officer) * Vice President and July 7, 1997 - ---------------------------------------- Chief Financial Officer J. Michal Conaway (Principal Accounting Officer) * Director July 7, 1997 - ---------------------------------------- Don L. Blankenship * Director July 7, 1997 - ---------------------------------------- Carroll A. Campbell, Jr.
6 * Director July 7, 1997 - ---------------------------------------- Peter J. Fluor * Director July 7, 1997 - ---------------------------------------- David P. Gardner Director - ---------------------------------------- Thomas L. Gossage * Director July 7, 1997 - ---------------------------------------- William R. Grant * Director July 7, 1997 - ---------------------------------------- Bobby R. Inman * Director July 7, 1997 - ---------------------------------------- Robert V. Lindsay * Director July 7, 1997 - ---------------------------------------- Vilma S. Martinez * Director July 7, 1997 - ---------------------------------------- Buck Mickel * Director July 7, 1997 - ---------------------------------------- Martha R. Seger
*By: /s/ RAYMOND M. BUKATY --------------------- Raymond M. Bukaty Attorney-in-Fact 7 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 4.1* Restated Certificate of Incorporation of the Registrant, as in effect as of March 18, 1987 4.2* Restated Bylaws of the Registrant, as amended effective January 28, 1997 5 Opinion of Lawrence N. Fisher as to the legality of the securities being registered 23.1 Consent of Ernst & Young LLP, independent auditors of the Registrant and the Plan 23.2 Consent of Lawrence N. Fisher (contained in Exhibit 5 hereof) 24 Powers of Attorney
*Incorporated by reference. See page 4. 8 EX-5 2 OPINION OF LAWRENCE N. FISHER EXHIBIT 5 [FLUOR CORPORATION LETTERHEAD] July 7, 1997 Re: TRS Salaried Employees' 401(k) Retirement Plan Registration Statement on Form S-8 Ladies and Gentlemen: As Senior Vice President-Law and Secretary of Fluor Corporation ("Fluor"), I am familiar with the activities of Fluor and its corporate records. I have participated in the authorization and preparation of the TRS Salaried Employees' 401(k) Retirement Plan (the "Plan") and the registration statement on Form S-8 (the "Registration Statement") being filed by Fluor under the Securities Act of 1933, as amended, for the purpose of registering 5,000 shares of common stock of Fluor for use in connection with the Plan (the "Shares"). On the basis of my knowledge of Fluor's activities and its corporate records, I am of the opinion that the Shares will be legally issued, fully paid and nonassessable shares of Fluor when issued and paid for in accordance with the Plan. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to my opinion in the Registration Statement. Sincerely, /s/ LAWRENCE N. FISHER Lawrence N. Fisher Enclosures EX-23.1 3 CONSENT OF ERNST & YOUNG EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) and related Prospectus pertaining to the TRS Salaried Employees' 401(k) Retirement Plan (the "Plan") of (1) our report dated November 19, 1996, 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, 1996, filed with the Securities and Exchange Commission (the "Commission") and (2) our report dated June 23, 1997 with respect to the financial statements of the Plan included in the Plan's Annual Report (Form 11- K) for the year ended December 31, 1996, filed with the Commission. /s/ ERNST & YOUNG LLP Orange County, California July 9, 1997 EX-24 4 POWERS OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Chief Executive Officer, Chairman of the Board and Director of Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, 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 Registration Statements on Form S-8 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, shares of common stock of Fluor issuable pursuant to the Fluor Daniel Craft Employees 401(k) Retirement Plan, the TRS 401(k) Retirement Plan, the TRS Salaried Employees' 401(k) Plan, and the Daniel International Corporation Maintenance Benefit Plan for Nissan Maintenance Project (collectively, the "Plans") and interests in such Plans and to file such Registration Statements 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 thereof. IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature as of the 3rd day of February 1997. /s/ LESLIE G. McGRAW -------------------- Leslie G. McGraw POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Vice President and Chief Financial Officer of Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, 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 Registration Statements on Form S-8 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, shares of common stock of Fluor issuable pursuant to the Fluor Daniel Craft Employees 401(k) Retirement Plan, the TRS 401(k) Retirement Plan, the TRS Salaried Employees' 401(k) Plan, and the Daniel International Corporation Maintenance Benefit Plan for Nissan Maintenance Project (collectively, the "Plans") and interests in such Plans and to file such Registration Statements 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 thereof. IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature as of the 3rd day of February, 1997. /s/ J. MICHAL CONAWAY --------------------- J. Michal Conaway POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, 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 Registration Statements on Form S-8 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, shares of common stock of Fluor issuable pursuant to the Fluor Daniel Craft Employees 401(k) Retirement Plan, the TRS 401(k) Retirement Plan, the TRS Salaried Employees' 401(k) Plan, and the Daniel International Corporation Maintenance Benefit Plan for Nissan Maintenance Project (collectively, the "Plans") and interests in such Plans and to file such Registration Statements 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 thereof. IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature as of the 3rd day of February, 1997. /s/ DON L. BLANKENSHIP ---------------------- Don L. Blankenship POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, 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 Registration Statements on Form S-8 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, shares of common stock of Fluor issuable pursuant to the Fluor Daniel Craft Employees 401(k) Retirement Plan, the TRS 401(k) Retirement Plan, the TRS Salaried Employees' 401(k) Plan, and the Daniel International Corporation Maintenance Benefit Plan for Nissan Maintenance Project (collectively, the "Plans") and interests in such Plans and to file such Registration Statements 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 thereof. IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature as of the 3rd day of February, 1997. /s/ CARROLL A. CAMPBELL, JR. ---------------------------- Carroll A. Campbell, Jr. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, 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 Registration Statements on Form S-8 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, shares of common stock of Fluor issuable pursuant to the Fluor Daniel Craft Employees 401(k) Retirement Plan, the TRS 401(k) Retirement Plan, the TRS Salaried Employees' 401(k) Plan, and the Daniel International Corporation Maintenance Benefit Plan for Nissan Maintenance Project (collectively, the "Plans") and interests in such Plans and to file such Registration Statements 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 thereof. IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature as of the 3rd day of February, 1997. /s/ PETER J. FLUOR ------------------ Peter J. Fluor POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, 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 3 stead, in any and all capacities, to sign Registration Statements on Form S-8 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, shares of common stock of Fluor issuable pursuant to the Fluor Daniel Craft Employees 401(k) Retirement Plan, the TRS 401(k) Retirement Plan, the TRS Salaried Employees' 401(k) Plan, and the Daniel International Corporation Maintenance Benefit Plan for Nissan Maintenance Project (collectively, the "Plans") and interests in such Plans and to file such Registration Statements 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 thereof. IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature as of the 3rd day of February, 1997. /s/ DAVID P. GARDNER -------------------- David P. Gardner POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, 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 Registration Statements on Form S-8 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, shares of common stock of Fluor issuable pursuant to the Fluor Daniel Craft Employees 401(k) Retirement Plan, the TRS 401(k) Retirement Plan, the TRS Salaried Employees' 401(k) Plan, and the Daniel International Corporation Maintenance Benefit Plan for Nissan Maintenance Project (collectively, the "Plans") and interests in such Plans and to file such Registration Statements 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 thereof. IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature as of the 3rd day of February, 1997. /s/ WILLIAM R. GRANT -------------------- William R. Grant POWER OF ATTORNEY 4 KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, 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 Registration Statements on Form S-8 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, shares of common stock of Fluor issuable pursuant to the Fluor Daniel Craft Employees 401(k) Retirement Plan, the TRS 401(k) Retirement Plan, the TRS Salaried Employees' 401(k) Plan, and the Daniel International Corporation Maintenance Benefit Plan for Nissan Maintenance Project (collectively, the "Plans") and interests in such Plans and to file such Registration Statements 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 thereof. IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature as of the 3rd day of February, 1997. /s/ BOBBY R. INMAN ------------------ Bobby R. Inman POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, 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 Registration Statements on Form S-8 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, shares of common stock of Fluor issuable pursuant to the Fluor Daniel Craft Employees 401(k) Retirement Plan, the TRS 401(k) Retirement Plan, the TRS Salaried Employees' 401(k) Plan, and the Daniel International Corporation Maintenance Benefit Plan for Nissan Maintenance Project (collectively, the "Plans") and interests in such Plans and to file such Registration Statements 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 thereof. IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature as of the 3rd day of February, 1997. 5 /s/ ROBERT V. LINDSAY --------------------- Robert V. Lindsay POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and each of them, her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign Registration Statements on Form S-8 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, shares of common stock of Fluor issuable pursuant to the Fluor Daniel Craft Employees 401(k) Retirement Plan, the TRS 401(k) Retirement Plan, the TRS Salaried Employees' 401(k) Plan, and the Daniel International Corporation Maintenance Benefit Plan for Nissan Maintenance Project (collectively, the "Plans") and interests in such Plans and to file such Registration Statements 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 she might or could do in person, hereby ratifying and confirming as her 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 thereof. IN WITNESS WHEREOF, the undersigned has hereunto subscribed her signature as of the 3rd day of February, 1997. /s/ VILMA S. MARTINEZ --------------------- Vilma S. Martinez POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, 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 Registration Statements on Form S-8 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, shares of common stock of Fluor issuable pursuant to the Fluor Daniel Craft Employees 401(k) Retirement Plan, the TRS 401(k) Retirement Plan, the TRS Salaried Employees' 401(k) Plan, and the Daniel International Corporation Maintenance Benefit Plan for Nissan Maintenance Project (collectively, the "Plans") and interests in such Plans and to file such Registration Statements 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 6 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 thereof. IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature as of the 3rd day of February, 1997. /s/ BUCK MICKEL --------------- Buck Mickel POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and each of them, her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign Registration Statements on Form S-8 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, shares of common stock of Fluor issuable pursuant to the Fluor Daniel Craft Employees 401(k) Retirement Plan, the TRS 401(k) Retirement Plan, the TRS Salaried Employees' 401(k) Plan, and the Daniel International Corporation Maintenance Benefit Plan for Nissan Maintenance Project (collectively, the "Plans") and interests in such Plans and to file such Registration Statements 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 she might or could do in person, hereby ratifying and confirming as her 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 thereof. IN WITNESS WHEREOF, the undersigned has hereunto subscribed her signature as of the 3rd day of February, 1997. /s/ MARTHA R. SEGER ------------------- Martha R. Seger OA971760.114 7 -----END PRIVACY-ENHANCED MESSAGE-----