UNITED STATES
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 reported event): February 1, 2005
FLUOR CORPORATION
| Delaware | 001-16129 | 33-0927079 | ||
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification | ||
| incorporation or organization) | Number) |
| One Enterprise Drive | ||
| Aliso Viejo, California | 92656-2606 | |
| (Address of principal executive offices) | (Zip Code) |
(949) 349-2000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.03(a). Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | ||||||||
| Item 9.01. Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| INDEX OF EXHIBITS | ||||||||
| EXHIBIT 3.2 | ||||||||
Item 5.03(a). Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Board of Directors of Fluor Corporation unanimously approved by written consent an amendment to Section 3.02 of Article III of the Amended and Restated Bylaws of Fluor Corporation. The amendment, which became effective as of February 1, 2005, changes the authorized number of directors to ten. Prior to this amendment, the authorized number of directors was eleven. The text of Section 3.02 of Article III of the Amended and Restated Bylaws of Fluor Corporation, as amended, is attached hereto as Exhibit 3.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits. |
| Exhibit Number | Description | |
3.2
|
Text of Amended Section 3.02 of Article III of the Amended and Restated Bylaws of Fluor Corporation, effective as of February 1, 2005. |
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.
| February 2, 2005 | Fluor Corporation |
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| By: | /s/ D. Michael Steuert | |||
| D. Michael Steuert | ||||
| Senior Vice President and Chief
Financial Officer |
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