As filed with the Securities and Exchange Commission on April 6, 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 of (I.R.S. Employer
incorporation or organization) Identification No.)
2001 Ross Avenue
Dallas, Texas 75201
(Address of Principal Executive Offices) (Zip Code)
The M. W. Kellogg Company
Employee Stock Purchase Plan
(Full title of the plan)
Rebecca Morris
Dresser Industries, Inc.
2001 Ross Avenue
Dallas, Texas 75201
(Name and address of agent for service)
(214) 740-6000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of each Proposed
class of Proposed Proposed maximum Amount
securities Amount maximum aggregate of
to be to be offering price offering registration
registered registered per share(1) price fee
Common 100,000 $22.375 $2,237,500 $771.55
Stock,par
value
$.25 per
share (2)
(1) Estimated pursuant to Rules 457(c) and (h) solely for purposes of
computing the registration fee and based upon the average of the
high and low sales prices reported in the consolidated reporting
system for the Common Stock on the New York Stock Exchange on
March 30, 1994.
(2) Includes the Preferred Stock Purchase Rights associated with the
Common Stock.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the employee benefit plan information
required by Item 1 of this Form and the statement of availability of
Registrant information, employee benefit plan information and employee
benefit plan annual reports and other information required by Item 2 of
this Form will be sent or given to participants as specified by Rule 428.
In accordance with Rule 428 and the requirements of Part I of Form
S-8, such documents are not being filed with the Securities and
Exchange Commission ("Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
Registrant shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Registrant shall furnish to the
Commission or its staff a copy or copies of all of the documents included in
such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference.
The following documents, which Dresser Industries, Inc. ("Dresser") has
filed with the Commission pursuant to the Securities Exchange Act of
1934, as amended ("Exchange Act") (File No. 1-4003), are
incorporated by reference in this Registration Statement and shall be deemed
to be a part hereof:
(a) Dresser's 1993 Annual Report on Form 10-K for the fiscal year
ended October 31, 1993.
(b) Dresser's Quarterly Report on Form 10-Q for the period ended
January 31, 1994.
(c) Dresser's Current Reports on Form 8-K dated December 9, 1993,
December 29, 1993 and January 28, 1994.
(d) Dresser's Current Report on Form 8-K dated January 21, 1994, as
amended by Amendment No. 1 to such Current Report on Form 8-K/A
dated March 10, 1994.
(e) The description of the Preferred Stock Purchase Rights
(including a description of Dresser's Common Stock), contained
in Dresser's Registration Statement on Form 8-A filed with
the Commission on August 30, 1990, as amended by Amendment No. 1
on Form 8 filed on October 3, 1990.
All documents subsequently filed by the Company or the Plan
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 offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a the date of filing
of such documents.
Any statement contained in this Registration Statement or in a
document 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 subsequently filed amendment to this
Registration Statement or in any document that is subsequently
incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
EXPERTS
The consolidated financial statements of Dresser Industries, Inc.
and Dresser-Rand Company included in Dresser's Annual Report on Form 10-K
for its fiscal year ended October 31, 1993, and the supplemental
consolidated financial statements of Dresser and its subsidiaries
included in Amendment No. 1 on Form 8-K/A to Dresser's Current
Report on Form 8-K dated January 21, 1994, have been incorporated
by reference in this Registration Statement in reliance on the
report of Price Waterhouse, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
The consolidated financial statements of Baroid Corporation and Subsidiaries
at December 31, 1992 and for the year then ended, appearing in Baroid
Corporation's Annual Report on Form 10-K for the year ended December 31, 1992,
have been audited by Ernst & Young, independent auditors, and as of
December 31, 1991, and for each of the two years in the period ended
December 31, 1991, by Coopers & Lybrand, independent auditors, as set forth
in their respective reports incorporated by reliance upon such reports given
upon the authority of such firms as experts accounting and auditing.
The supplemental consolidated financial statements of Baroid Corporation
and Subsidiaries appearing in Baroid Corporation's Registration Statement
(Form S-3 No. 33-60174) have been audited by Ernst & Young, independent
auditors, as set forth in their report included therein and incorporated
herein by reference, and are based in part on the reports of Arthur
Andersen & Co. and Coopers & Lybrand, independent auditors.
Such supplemental consolidated financial statements are incorporated
by reference in reliance upon such reports given upon the authority of such
firms as experts in accounting and auditing.
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 Section 145 of the Delaware General Corporation Law
("Section 145"), a corporation may indemnify any person who was or is 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, act 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
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. In an action by or in the right of the corporation, such
corporation may indemnify any such person against expenses actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit 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,
issue or matter 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 or suit 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.
Dresser has in effect an amendment to its Restated Certificate
of Incorporation, providing for indemnification of certain persons including
directors and officers to the fullest extent permitted under Section 145.
Insurance is maintained for each director and officer of Dresser
covering certain losses he may incur which arise by reason by his being a
director or officer of Dresser or a subsidiary corporation, partnership,
joint venture, trust or other enterprise.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The Exhibits are listed in the Index to Exhibits immediately
preceding the Exhibits.
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 of 1933;
(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 paragraphs (a)(1)(i) and (a)(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
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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 of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employ benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
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 of 1933 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 governed by the final
adjudication of such issue.
SIGNATURES
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
March 31, 1994.
DRESSER INDUSTRIES, INC.
By: /s/GEORGE H. JUETTEN
(George H. Juetten, Vice
President and Controller)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the
capacities indicated on March 31, 1994.
Signature Title
* JOHN J. MURPHY Chairman of the Board
(John J. Murphy) (Principal Executive Officer)
/s/ GEORGE H. JUETTEN Vice President - Controller
(George H. Juetten) (Principal Accounting Officer)
* B. D. ST. JOHN Vice Chairman of the Board
(B. D. St. John) (Principal Financial Officer)
* WILLIAM E. BRADFORD * J. LANDIS MARTIN
(William E. Bradford, Director) (J. Landis Martin, Director)
* SAMUEL B. CASEY, JR. * LIONEL H. OLMER
(Samuel B. Casey, Jr., Director) (Lionel H. Olmer)
* LAWRENCE S. EAGLEBURGER * JAY A. PRECOURT
(Lawrence S. Eagleburger, Director) (Jay A. Precourt, Director)
* RAWLES FULGHAM * A. KENNETH PYE
(Rawles Fulgham, Director) (A. Kenneth Pye, Director)
* JOHN A. GAVIN * RICHARD W. VIESER
(John A. Gavin, Director) (Richard W. Vieser, Director)
* RAY L. HUNT
(Ray L. Hunt, Director)
*BY: /s/STANLEY E. MCGLOTHLIN
Stanley E. McGlothlin
(Attorney-In-Fact)
Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of The M. W. Kellogg Company Employee Stock
Purchase Plan 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 March 31, 1994.
THE M. W. KELLOGG COMPANY EMPLOYEE STOCK
PURCHASE PLAN
By: /s/ DAVID L. BARTLETT
David L. Bartlett
Plan Administrator
INDEX TO EXHIBITS
Exhibit
Number Description
4.1 Rights Agreement dated August 16, 1990, between Dresser Industries,
Inc. and Harris Trust Company of New York as Rights Agent. (Incorporated
by reference to Exhibit 1 to Registration Statement on Form 8-A filed on
August 30, 1990, as amended by Amendment No. 1 on Form 8 filed on
October 3, 1990).
*4.2 Form of The M.W. Kellogg Company Employee Stock Purchase Plan.
*23.1 Consent of Price Waterhouse.
*23.2 Consent of Ernst & Young.
*23.3 Consent of Coopers & Lybrand.
*23.4 Consent of Arthur Andersen.
*24 Powers of Attorney
_______________________
* Filed herewith.