UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.04 | Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans. |
Fluor Corporation (the “Corporation”) sent a notice (the “Original Notice”) to participants and beneficiaries in the Fluor Corporation Employees’ Savings Investment Plan and the TRS 401(k) Retirement Plan (the “Plans”) on April 30, 2020, informing them of a blackout period during which participants will be prohibited from acquiring beneficial ownership of additional interests in the Fluor Corporation Common Stock Fund (the “Stock Fund”) as a result of the inability of the Corporation to timely file its annual report on Form 10-K under the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission. The notice indicated that the blackout period would begin on May 1, 2020 and end as soon as reasonably practicable after the Corporation becomes current in its financial reporting obligations.
On September 28, 2020, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission Regulation BTR (Blackout Trading Restriction), the Corporation sent an updated notice (the "Updated Notice") to its directors and executive officers informing them that because the Stock Fund had been permanently eliminated as an investment alternative under the Plans effective September 1, 2020, the blackout period ended on September 1, 2020. A copy of the Updated Notice is attached as Exhibit 99.1.
| Item 8.01 | Other Events. |
On September 23, 2020, the Corporation received a notice dated September 17, 2020 (the “Notice”) from Wells Fargo Bank, National Association, as Trustee (the “Trustee”), with respect to our unsecured debt facilities under the Indenture dated as of September 8, 2011 and the Third, Fourth, and Fifth Supplemental Indentures between and among the Corporation and the Trustee (collectively, the “Indenture”). The notice alerted the Corporation that it had failed to file the Corporation’s quarterly financial report for the quarter ended June 30, 2020 with the Trustee as and when required by Section 4.03(a) of the Indenture (the “Covenant Failure”). The Notice further asserted a “notice of default” under the Indenture and demanded that the Corporation remedy the default. Finally, the Notice asserted that under Section 5.01(c) of the Indenture, upon continuance of the default for a period of 90 days after receipt of the Notice (the “Cure Period”), the defaults shall (unless deleted or modified pursuant to the Indenture) become an Event of Default under Section 5.01(c) of the Indenture. Under Section 5.01 of the Indenture, if an Event of Default under Section 5.01 occurs and is continuing, then the Trustee by notice in writing to the Corporation may declare the principal of all series of securities outstanding under the Indenture to be due and payable immediately. While there remains work to be completed and there are no assurances as to timing, the Corporation expects to cure the Covenant Failure before the expiration of the Cure Period.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Form of Notice of Termination of Blackout Period, dated September 28, 2020. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL, and included as Exhibit 101. |
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: September 28, 2020 | FLUOR CORPORATION | |
| By: | /s/John R. Reynolds | |
| John R. Reynolds | ||
| Executive Vice President, Chief Legal Officer and Secretary | ||