As filed with the Securities and Exchange Commission on January 28,
1994
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________
DRESSER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-0813641
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2001 Ross Avenue
Dallas, Texas 75201
(Address of Principal Executive Offices)(Zip Code)
__________
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
(Full title of the plan)
__________
Rebecca R. Morris
Vice President - Corporate Counsel and Secretary
c/o Dresser Industries, Inc.
2001 Ross Avenue
Dallas, Texas 75201
Telephone: (214) 740-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Jeremy W. Makarechian, Esq. Clint E. Ables, Esq.
Kirkland & Ellis Baroid Corporation
1999 Broadway, Suite 4000 2001 Ross Avenue
Denver, Colorado 80202 Dallas, Texas 75201
Calculation of Registration Fee
Proposed
Title of Amount to Proposed maximum
securities be maximum aggregate Amount of
to be registered price per offering registratio
registered (1) (2) share(3) price(3) n
fee(4)
C o m m o n
Stock, par 600,000 $20.44 $12,264,000
value $.25 $4,228
per share
(1) In addition, pursuant to Rule 416(c), this registration statement
also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
(2) The shares of common stock being registered consist of shares to
be acquired by the trustee pursuant to the plan described herein
for the account of participants.
(3) Calculated pursuant to Rule 457(h), based on an assumed purchase
price of $22.19 per share, which represents the average of the
high and low prices of such securities reported in the
consolidated reporting system on January 18, 1994.
(4) Registration fee is calculated on the basis of 1/29 of 1% of the
proposed maximum aggregate offering price of $12,264,000.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I 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 Certain Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for its fiscal
year ended October 31, 1992, as amended by Amendment No. 1 to such
Annual Report on Form 10-K/A dated June 2, 1993.
(b) The Plan's Annual Report on Form 11-K for the fiscal year
ended December 31, 1992 filed on June 28, 1993.
(c) The following reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Registrant
document referred to in (a) above:
(i) the Registrant's Quarterly Report on Form 10-Q for
the period ended January 31, 1993, as amended by Amendment
No. 1 to such Quarterly Report on Form 10-Q/A dated June 2,
1993;
(ii) the Registrant's Quarterly Report on Form 10-Q for
the period ended April 30, 1993;
(iii) the Registrant's Quarterly Report on Form 10-Q for
the period ended July 31, 1993;
(iv) the Registrant's Current Report on Form 8-K dated
February 26, 1993, as amended by Amendment No. 1 to such
Current Report on Form 8-K/A dated April 27, 1993;
(v) the Registrant's Current Report on Form 8-K dated
April 19, 1993;
(vi) the Registrant's Current Report on Form 8-K dated
December 10, 1993; and
(vii) the Registrant's Current Report on Form 8-K dated
December 29, 1993.
(d) The Registrant's Final Prospectus dated December 16, 1993,
filed pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the "Securities Act");
(e) The description of the Registrant's Common Stock contained in
Amendment No. 1 to the Registrant's Report on Form 8-A filed on August
30, 1990, as amended by Amendment No. 1 on Form 8 filed on October 3,
1990, pursuant to Section 12(b) of the Exchange Act, including any
amendments or reports filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities then offered
hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the
filing of such reports and documents. Any statement
contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such 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.
Pursuant to the Plan, the members of the Pension and Employee
Benefits Committee of Baroid Corporation, and any director, officer or
employee of Baroid Corporation or any affiliated company who has served
in a fiduciary capacity with respect to the Plan will be indemnified by
Baroid Corporation to the fullest extent permitted by the By-Laws of
Baroid Corporation and by law against expenses (including the amount of
any liability imposed in the form of a money judgment, civil penalty,
or excise tax, as well as amounts paid in settlement with the approval
of Baroid Corporation) reasonably incurred by such person in connection
with any action, suit or proceeding to which such person may be a party
or with which such person shall be threatened by reason of his having
served in a fiduciary capacity.
Pursuant to Section 145 of the Delaware General Corporation Law
("DGCL"), a corporation may indemnify any person who is or was a party
or is threatened to be made a party to any action, suit, or proceeding
(other than an action by or in the right of the corporation) by reason
of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was
unlawful. In an action by or in the right of the corporation, a
corporation may indemnify any such person against expenses actually and
reasonably incurred by him in connection with the defense or settlement
of such action if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation and, except that no indemnification shall be made in
respect of any claim or issue as to which such person is adjudged to be
liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action was
brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses, which the court
shall deem proper. Indemnification, unless ordered by the court, shall
be made by the corporation only as authorized in the specific case upon
a determination that indemnification of such person is proper in the
circumstances because he has met the applicable standard of conduct.
Such determination is made (1) by the board of directors by a majority
vote of a quorum consisting of disinterested directors, or (2) by
independent legal counsel in a written opinion, or (3) by the
stockholders. To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or otherwise
in defense of any such matter, Section 145 requires that the
corporation indemnify him against expenses actually and reasonably
incurred by him in his defense. Further, expenses may be paid by the
corporation in advance of final disposition of the matter upon receipt
of an undertaking by or on behalf of such director, officer, employee
or agent to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified. Such indemnification and
advancement of expenses is not deemed exclusive of any other right to
which a director or officer might be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or
otherwise. Section 145 also empowers a corporation to purchase and
maintain insurance on behalf of any person who might be indemnified
thereunder whether or not the corporation would have the power to
indemnify him against such liability under such Section.
The Registrant's Restated Certificate of Incorporation, as
amended, provides for indemnification of certain persons including
directors and officers to the fullest extent permitted under Section
145 of the DGCL.
Insurance is maintained by the Registrant covering certain
expenses, liabilities or losses which may be incurred by any person by
reason of his being a director or officer of the Registrant or a
subsidiary corporation, partnership, joint venture, trust or other
enterprise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index that immediately precedes
the exhibits filed with this Registration Statement.
In lieu of the opinion of counsel or an Internal Revenue Service
("IRS") determination letter contemplated by Item 601(b)(5) of
Regulation S-K, the Registrant hereby undertakes that it will submit
any amendments to the Plan to the IRS in a timely manner (and the
Registrant understands that Baroid Corporation has submitted the Plan
and all amendments to the Plan through the date hereof to the IRS in a
timely manner), and the Registrant will make any changes (and the
Registrant understands that Baroid Corporation has made any such
changes) requested by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(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 the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the Registration Statement is
on Form S-3 or Form S-8 and 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 this 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 further undertakes that,
for the 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 any 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 herein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as the 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 Securities 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 Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933,
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 City of Dallas, State of
Texas, on the ____ day of January, 1994.
DRESSER INDUSTRIES, INC.
By: /s/ GEORGE H. JUETTEN
George H. Juetten,
Vice President - Controller
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form S-8 has been signed by the
following persons in the capacities and as of the date indicated.
Signature Title Date
*JOHN J. MURPHY Chairman of the Board January 28, 1994
John J. Murphy (Principal Executive
Officer)
*B. D. ST. JOHN Vice Chairman January 28, 1994
B. D. St. John (Principal Accounting
Officer)
/S/GEORGE H. JUETTEN Vice President - January 28, 1994
George H. Juetten Controller (Principal
Accounting Officer)
*WILLIAM E. BRADFORD Director January 28, 1994
William E. Bradford
*SAMUEL B. CASEY Director January 28, 1994
Samuel B. Casey
Director January __, 1994
Lawrence Eagleburger
*RAWLES FULGHAM Director January 28, 1994
Rawles Fulgham
*JOHN A. GAVIN Director January 28, 1994
John A. Gavin
*RAY L. HUNT Director January 28, 1994
Ray L. Hunt
*J. LANDIS MARTIN Director January 29, 1994
J. Landis Martin
*W. GEORGE NANCARROW Director January 28, 1994
W. George Nancarrow
*LIONEL H. OLMER Director January 28, 1994
Lionel H. Olmer
*JAY A. PRECOURT Director January 28, 1994
Jay A. Precourt
*A. KENNETH PYE Director January 28, 1994
A. Kenneth Pye
*RICHARD W. VIESER Director January 28, 1994
Richard W. Vieser
*By: /s/STANLEY E. MCGLOTHLIN
Stanley E. McGlothlin
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description
4.1 Form of Saving Plan for Employees
of Baroid Corporation, as amended
and restated effective July 1, 1990
(Incorporated by Reference to
Exhibit 4.1 to Baroid Corporation
Registration No. 33-37463 on Form
S-8)
4.2 First Amendment to Savings Plan for
Employees of Baroid Corporation
(Incorporated by Reference to
Exhibit 4.2 to Baroid Corporation
Registration No. 33-37463 on Form
S-8
4.3 Second Amendment to Savings Plan
for Employees of Baroid Corporation
(Incorporated by Reference to
Exhibit 4.2 to Baroid Corporation
Registration No. 33-37463 on Form
S-8)
*4.4 Third Amendment to Savings Plan for
Employees of Baroid Corporation
*4.5 IRS Required Amendment to Savings
Plan for Employees of Baroid
Corporation
4.6 Savings Plan for Employees of
Baroid Corporation Trust Agreement
between Merrill Lynch Trust Company
and Baroid Corporation, dated July
1, 1990, as amended (Incorporated
by Reference to Exhibit 4.4 to
Baroid Corporation Registration No.
33-37463 on Form S-8)
*23.1 Consent of Price Waterhouse
*23.2 Consent of KPMG Peat Marwick
*23.3 Consent of Ernst & Young
*23.4 Consent of Coopers & Lybrand
*23.5 Consent of Arthur Andersen
*24 Powers of Attorney