As filed with the Securities and Exchange Commission on February 4,
1994
Registration No. 33-50563
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2
on
FORM S-8
to
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933*
DRESSER INDUSTRIES, INC.
(Exact name of Registrant as specified in its Charter)
2001 Ross Avenue Rebecca R. Morris
Dallas, Texas 75201 Vice President - Corporate
(214) 740-6000 Counsel and Secretary
(Address, including zip code, 2001 Ross Avenue
telephone number and area code of Dallas, Texas 75201
Registrant's principal executive (214) 740-6000
offices) (Address, including zip code, and
telephone number, including area
code, of agent for services)
Delaware 1629
(State or other jurisdiction of (Primary Standard Industrial
incorporation or organization) Classification Number)
75-0813641
(I. R. S. Employer
Identification No.)
Approximate date of commencement of proposed sale to the public:
Promptly after the filing of this Post-Effective Amendment.
* Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the procedure described herein.
See "INTRODUCTORY STATEMENT."
<PAGE>
INTRODUCTORY STATEMENT
Dresser Industries, Inc. ("Dresser" or "Registrant") hereby amends
its Registration Statement on Form S-4 (No. 33-50563) (the "Form S-4"),
by filing this Post-Effective Amendment No. 2 on Form S-8 (the "Post-
Effective Amendment") relating to the sale of up to 2,263,390 shares of
common stock, par value $.25 per share, of Dresser ("Dresser Common
Stock") issuable upon the exercise of stock options granted or reserved
for granting under Baroid Corporation's 1990 Long Term Performance
Incentive Plan (the "Incentive Plan") and 1990 Non-Employee Director
Stock Option Plan (the "Director Plan").
On January 21, 1994, BCD Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of Dresser, was merged with and
into Baroid, a Delaware corporation. As a result of such merger (the
"Merger"), Baroid has become a wholly-owned subsidiary of Dresser and
each outstanding share (other than shares owned by Dresser, Baroid or
any direct or indirect wholly-owned subsidiary of Dresser or Baroid) of
common stock, par value $.10 per share, of Baroid ("Baroid Common
Stock"), has been converted into 0.4 shares of Dresser Common Stock.
Pursuant to the Merger, each outstanding option issued or reserved for
issuance pursuant to the Incentive Plan and the Director Plan will no
longer be exercisable for shares of Baroid Common Stock but, instead,
will constitute an option to acquire, on the same terms and conditions
as were applicable under such option, shares of Dresser Common Stock in
lieu of shares of Baroid Common Stock.
<PAGE>
PART II
Item 3. Incorporation of Certain Documents by Reference.
The following documents, which have been filed by Dresser with the
Securities and Exchange Commission ("SEC") (File No. 1-4003), are
hereby incorporated herein by reference:
1) Dresser's Annual Report on Form 10-K for its fiscal year ended
October 31, 1993.
2) The description of Preferred Stock Purchase Rights, including
a description of Dresser Common Stock (contained in Exhibit 1 to
the Registration Statement on Form 8-A filed by Dresser with the
Commission August 30, 1990, as amended by Amendment No. 1 on Form
8 filed with the Commission on October 3, 1990).
All documents and reports filed by Dresser pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment hereto 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 herein and to be a part hereof from the
respective dates of filing of such documents or reports. All
information appearing in this registration statement or in any document
incorporated herein by reference is not necessarily complete and is
qualified in its entirety by the information and financial statements
(including notes thereto) appearing in the documents incorporated
herein by reference and should be read together with such information
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 hereof to the extent that a statement
contained herein (or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part hereof, except as
so modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
<PAGE>
The legality of the Dresser Common Stock to be issued under the
Incentive Plan and the Director Plan has been passed upon by Rebecca R.
Morris, Vice President - Corporate Counsel and Secretary of Dresser who
as of January 19, 1994, owned 2,965 shares of Dresser Common Stock and
had rights to acquire 24,750 additional shares of Dresser Common Stock.
Item 6. Indemnification of Directors and Officers.
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
<PAGE>
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 Post-Effective Amendment No. 2 to
Registration Statement.
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, as amended (the
"Securities Act");
<PAGE>
(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
<PAGE>
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.
<PAGE>
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 Post-Effective on Form S-8 to the Registration Statement on
Form S-4 (Registration No. 33-50563) to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of
Texas, on the 3rd day of February, 1994.
DRESSER INDUSTRIES, INC.
By: /s/ GEORGE H. JUETTEN
George H. Juetten,
Vice President - Controller
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective on Form S-8 to the Registration Statement on Form
S-4 (Registration No. 33-50563) 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 February 3, 1994
John J. Murphy (Principal Executive
Officer)
Vice Chairman February 3, 1994
*B. D. ST. JOHN (Principal Accounting
B. D. St. John Officer)
/S/GEORGE H. JUETTEN Vice President - February 3, 1994
George H. Juetten Controller (Principal
Accounting Officer)
*WILLIAM E. BRADFORD Director February 3, 1994
William E. Bradford
Director February 3, 1994
*SAMUEL B. CASEY
Samuel B. Casey
*LAWRENCE EAGLEBURGER Director February 3, 1994
Lawrence Eagleburger
*RAWLES FULGHAM Director February 3,1994
Rawles Fulgham
*JOHN A. GAVIN Director February 3,1994
John A. Gavin
*RAY L. HUNT Director February 3,1994
Ray L. Hunt
J. Landis Martin Director February __, 1994
*W. GEORGE NANCARROW Director February 3, 1994
W. George Nancarrow
*LIONEL H. OLMER Director February 3, 1994
Lionel H. Olmer
<PAGE>
Jay A. Precourt Director February __, 1994
*A. KENNETH PYE Director February 3, 1994
A. Kenneth Pye
*RICHARD W. VIESER Director February 3, 1994
Richard W. Vieser
*By: /s/STANLEY E. MCGLOTHLIN
Stanley E. McGlothlin
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
**5.1 Opinion of Rebecca Morris as to the
legality of securities being
issued, including consent.
*23.1 Consent of Price Waterhouse
*23.2 Consent of Ernst & Young
*23.3 Consent of Coopers & Lybrand
**23.4 Consent of Arthur Andersen & Co.
**23.5 Consent of Rebecca Morris is
included in her opinion.
**24 Powers of Attorney
_____________________
* Filed herewith
** Previously filed
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post
Effective Amendment No. 2 on Form S-8 to Form S-4 (Registration No. 33-
50563) of our report dated December 9, 1993 appearing on page 22 of the
Dresser Industries, Inc. Annual Report on Form 10-K for the year ended
October 31, 1993 and of our report dated November 12, 1992 relating to
the financial statements of Dresser-Rand Company as of September 30,
1992 and 1991 and for the two years in the period ended September 30,
1992 appearing on page 3 of the 1992 consolidated financial statements
of Dresser-Rand Company included in such Annual Report on Form 10-K.
We also consent to the incorporation by reference of our report on the
Financial Statement Schedules of Dresser-Rand Company, which appears on
page 87 of this Annual Report on Form 10-K.
/s/PRICE WATERHOUSE
Price Waterhouse
Dallas, Texas
February 3, 1994
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective
Amendment No. 2 (Form S-8 No. 33-50563) to the Registration Statement
(Form S-4 No. 33-50563) and related Prospectus of Dresser Industries,
Inc. for the registration of common stock, par value $.25 per share, of
Dresser Industries, Inc. issuable upon the exercise of stock options
granted or reserved for granting under Baroid Corporation's 1990 Long
Term Performance Incentive Plan and 1990 Non-Employee Director Stock
Option Plan of our reports (i) dated February 4, 1993, with respect to
the consolidated financial statements and schedules of Baroid
Corporation and Subsidiaries included in its Annual Report (Form 10-K)
for the year ended December 31, 1992, filed with the Securities and
Exchange Commission, and (ii) dated March 1, 1993, with respect to the
supplemental consolidated financial statements and schedules of Baroid
Corporation and Subsidiaries included in its Registration Statement
(Form S-3 No. 33-60174) and related Prospectus, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG
Ernst & Young
Houston, Texas
February 3, 1994
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement (No. 33-50563) on Form S-8 of our report dated March 3, 1992,
on our audits of the financial statements and financial statement
schedules of Baroid Corporation and subsidiaries as of December 31,
1991 and 1990 and for the years ended December 31, 1991, and 1990,
which report is included in Baroid's 1992 Annual Report on Form 10-K.
/s/COOPERS & LYBRAND
Coopers & Lybrand
Houston, Texas
February 3, 1994
<PAGE>
