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) - January 21, 1994
DRESSER INDUSTRIES, INC.
(Exact Name of Registrant as specified in its Charter)
DELAWARE 1-4003 75-0813641
(State or other juris- (Commission (I. R. S. Employer
diction of incorporation) File No.) Identification No.)
2001 Ross Avenue, Dallas, Texas 75201
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (214) 740-6000 <PAGE>
Item 2. Acquisition or Disposition of Assets
On January 19, 1994 shareholders of Registrant voted to approve
the merger (the "Merger") of BCD Acquisition Corporation ("BCD"), a
wholly owned subsidiary of Registrant, into Baroid Corporation
("Baroid"). The Merger was effective January 21, 1994 (the "Effective
Date"), pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated September 7, 1993, among Registrant, BCD and Baroid.
Shareholders of Baroid on the Effective Date will receive 37,286,662
million shares of Registrant's Common Stock in exchange for all of the
issued and outstanding shares of Baroid. In addition, approximately
3.6 million shares of Registrant's Common Stock are reserved for
issuance upon exercise of outstanding warrants to purchase Baroid
common stock and for issuance pursuant to certain benefit plans assumed
by Registrant. For financial reporting purposes, the Merger will be
treated as a pooling of interests combination. Baroid operations
include drilling fluids, drilling services and products and offshore
services businesses.
In connection with the Merger, Registrant and Baroid announced
December 23, 1993, that they reached an agreement with the Antitrust
Division of the Department of Justice (the "Antitrust Division")
pursuant to which Registrant must dispose of either its 64% interest in
M-I Drilling Fluids Company or Baroid Drilling Fluids Inc., a wholly-
owned subsidiary of Baroid. In addition, Registrant must also dispose
of the United States diamond drill bit business of DB Stratabit, Inc.
("DBS") and grant to the purchaser a non-exclusive license to
manufacture steel-bodied diamond drill bits worldwide. Divestiture of
the drilling fluids business must occur by June 1, 1994 and the diamond
drill bit transaction must occur by July 1, 1994.
On January 27, 1994, Registrant announced that it had agreed in
principle to sell its interest in M-I Drilling Fluids Company to Smith
International, Inc. The completion of the transaction is subject to the
negotiation and execution of a definitive agreement, approval from both
the Smith and Dresser Boards of Directors, the consent of minority
partner Halliburton Company and certain regulatory approvals.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
2
<PAGE>
(a) Financial Statements of Businesses Acquired.
(b) Pro Forma Financial Information.
It is impracticable to provide the Financial Statements and Pro
Forma Financial Information at this time. Registrant expects to file
such statements and information under cover of Form 8-K/A as soon as
practicable, but in no event later than April 7, 1994.
(c) Exhibits.
Exhibit
2.1 Agreement and Plan of Merger dated as of September 7, 1993.
99.1 News Release dated January 21, 1994, announcing the
completion of the Merger.
99.2 News Release dated January 27, 1994, announcing the agreement
in principle to sell M-I Drilling Fluids Company.
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
George H. Juetten
Vice President - Controller
February 4, 1994
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger dated as of September 7,
1993. (Incorporated by reference to Exhibit 2.1 to
Registrant's Registration Statement on Form S-4,
Registration No. 33-50563).
*99.1 News Release dated January 21, 1994, announcing the
completion of the Merger.
*99.2 News Release dated January 27, 1994, announcing the
agreement in principle to sell M-I Drilling Fluids
Company.
____________________
*Filed herewith
4
<PAGE>
Exhibit 99.1
DRESSER INDUSTRIES LETTERHEAD
Donald R. Galletly (214/740-6757)
January 21, 1994 FOR IMMEDIATE RELEASE
Dresser Industries
Merger with Baroid Completed
DALLAS, TEXAS ... Dresser Industries, Inc. (NYSE: DI) announced today
that the merger with Baroid Corporation became effective today at 11
a.m. EDT. Baroid is now a wholly owned subsidiary of Dresser
Industries.
Headquartered in Dallas, Dresser is a leading supplier of
highly engineered products and services utilized in hydrocarbon energy-
related activities throughout the world.
****************
<PAGE>
Exhibit 99.2
DRESSER INDUSTRIES, INC. LETTERHEAD
Donald R. Galletly (214/740-6757)
January 27, 1994 FOR IMMEDIATE RELEASE
Dresser to Sell M-I Drilling Fluids
to Smith International
DALLAS, TEXAS ... Dresser Industries, Inc. (NYSE: DI) announced today
that it has agreed in principle to sell its 64 percent interest in M-I
Drilling Fluids Company to Smith International, Inc. (NYSE: SII). M-I
Drilling Fluids Company is currently owned jointly by Dresser (64
percent) and Halliburton (36 percent). The purchase price for
Dresser's share of M-I is $160 million.
Dresser is undertaking the sale to comply with the terms of the
agreement reached with the Antitrust Division of the U.S. Department of
Justice regarding Dresser's recently completed acquisition of Baroid
Corporation. Dresser will remain in the drilling fluids business
through its wholly owned subsidiary Baroid Drilling Fluids Inc.
The completion of the transaction is subject to the negotiation
and execution of a definitive agreement, approval from both the Smith
and Dresser boards of directors, the consent of minority partner
Halliburton Company and certain regulatory approvals.
Headquartered in Dallas, Dresser is a leading supplier of highly
engineered products and services utilized in hydrocarbon energy-related
activities throughout the world.
****************
<PAGE>
