SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Event Reported) - February 26, 1998
DRESSER INDUSTRIES, INC.
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(Exact name of Registrant as specified in its Charter)
DELAWARE 1-4003 75-0813641
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
2001 ROSS AVENUE, DALLAS, TEXAS 75201
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (214) 740-6000
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On February 26, 1998, Dresser Industries, Inc. ("Dresser") and
Halliburton Company ("Halliburton") announced that they had entered into a
definitive merger agreement in which Halliburton N.C., Inc., a wholly-owned
subsidiary of Halliburton, will be merged into Dresser with the shareholders
of Dresser receiving one newly issued share of Halliburton common stock for
each Dresser common share. The transaction will be accounted for as a
pooling of interests and is expected to be treated as tax-free to
shareholders of Dresser's stock. The transaction is expected to be completed
in the fall of 1998 and is subject to regulatory approvals in the United
States, Europe and several other countries, shareholder approvals and
customary closing conditions.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
EXHIBITS
20 News Release dated February 26, 1998.
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, thereunto duly authorized.
DRESSER INDUSTRIES, INC.
By: /s/ George H. Juetten
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George H. Juetten
Senior Vice President and
Chief Financial Officer
March 2, 1998
EXHIBIT INDEX
Exhibit No. Description
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20 News Release dated February 26, 1998