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PROSPECTUS
[LOGO]
500,000 SHARES
COMMON STOCK ($.25 PAR VALUE PER SHARE)
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DRESSER INDUSTRIES, INC. AUTOMATIC DIVIDEND
REINVESTMENT PLAN
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The Automatic Dividend Reinvestment Plan (the "Plan") of Dresser Industries,
Inc. ("Dresser" or the "Company") provides holders of shares of the common
stock, $.25 par value, of the Company (the "Common Stock") with a convenient
method of purchasing additional shares of Common Stock without payment of any
brokerage commission or service charge. Any holder of record of shares of Common
Stock is eligible to participate in the Plan.
Participants in the Plan may:
- have cash dividends on their Common Stock automatically reinvested, or
- invest both their cash dividends and up to $1,000 per month of optional
cash payments.
The purchase price of the shares of Common Stock purchased with reinvested
cash dividends on Common Stock will be an amount equal to 100% of the average of
the high and low prices for the Company's Common Stock, as reported in The Wall
Street Journal report of NYSE-Composite Transactions, on the investment date as
of which such purchase is made (or the next preceding day on which the Company's
Common Stock is traded on the New York Stock Exchange, if it is not traded on
the New York Stock Exchange on the investment date).
Stockholders who do not elect to participate in the Plan will continue to
receive cash dividends on shares registered in their names.
This Prospectus relates to 500,000 shares of the Company's Common Stock
registered for purchase under the Plan. This Prospectus should be retained for
future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS JUNE 14, 1994.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING OF SECURITIES DESCRIBED HEREIN AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY DRESSER OR ANY OTHER PERSON. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO PURCHASE,
ANY SECURITIES IN ANY JURISDICTION IN WHICH, OR TO ANY PERSON TO WHOM, IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY DISTRIBUTION OF THE SECURITIES DESCRIBED HEREIN SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF DRESSER SINCE THE DATE HEREOF OR THAT THE INFORMATION SET FORTH OR
INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
AVAILABLE INFORMATION
Dresser is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, file reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements, and other
information may be inspected and copied or obtained by mail upon the payment of
the Commission's prescribed rates at the public reference facilities maintained
by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the Commission:
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661;
and Seven World Trade Center, 18th Floor, New York, New York 10048. Copies of
such material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. In addition, reports, proxy statements and other
information filed by Dresser can be inspected at the offices of the New York
Stock Exchange, Inc. (the "NYSE"), 20 Broad Street, New York, New York 10005 and
at the offices of the Pacific Stock Exchange, Incorporated, 301 Pine Street, San
Francisco, California, on which exchanges Dresser's Common Stock is listed.
Dresser has filed with the Commission a Registration Statement Form S-3,
Registration No. 2-91309 (together with all amendments, supplements, and
exhibits thereto, referred to herein as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Dresser Common Stock to be offered in connection with the Plan. This Prospectus,
which forms a part of the Registration Statement, does not contain all the
information set forth in the Registration Statement and the exhibits thereto,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. The Registration Statement and any amendments hereto,
including exhibits filed as a part thereof are available for inspection and
copying as set forth above. Statements contained in this Prospectus or in any
document incorporated in this Prospectus by reference as to the contents of any
contract, agreement or other document referred to herein are not necessarily
complete and in each instance reference is made to the copy of such contract,
agreement or other document filed as an exhibit to the Registration Statement or
such document, each such statement being qualified in all respects by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Dresser hereby undertakes to provide, without charge, to each person to whom
a copy of this Prospectus has been delivered, upon written or oral request of
any such person, a copy of any or all documents incorporated referred to below
which have or may be incorporated herein by reference (not including exhibits to
such documents, unless such exhibits are specifically incorporated by reference
in such documents). Requests for such documents should be addressed to: Rebecca
R. Morris, Vice President -- Corporate Counsel and Secretary, Dresser
Industries, Inc., 2001 Ross Avenue, Dallas, Texas 75201, telephone number (214)
740-6000.
The following documents, which have been filed with the Commission, are
hereby incorporated herein by reference:
1) Dresser's Annual Report on Form 10-K for its fiscal year ended
October 31, 1993.
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2) Dresser's Quarterly Reports on Form 10-Q for the period ended
January 31, 1994 and April 30, 1994.
3) Dresser's Current Reports on Form 8-K dated December 9, 1993,
December 29, 1993 and January 28, 1994.
4) 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.
5) Dresser's Proxy Statement/Prospectus dated December 16, 1993, filed
pursuant to Rule 424(b) under the Securities Act (the "Proxy
Statement/Prospectus").
6) Annual Report on Form 10-K of Baroid Corporation ("Baroid") for its
fiscal year ended December 31, 1993.
7) Baroid's Current Report on Form 8-K dated January 14, 1994 and
January 18, 1994.
8) Baroid's prospectus dated April 16, 1993 filed pursuant to Rule
424(b) under the Securities Act.
9) 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 on
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 of this Prospectus and prior to
the termination of the offering described herein 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
Prospectus 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 this Prospectus 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.
THE COMPANY
Dresser supplies products and services for industries involved in petroleum
and natural gas exploration and development, energy processing and conversion,
engineering services, and mining and selected industrial activities. Typically,
Dresser's products are technologically complex and require a high degree of
expertise in design, manufacturing and marketing.
Dresser's operations are divided into three industry segments: Oilfield
Services; Hydrocarbon Processing Industry; and Engineering Services.
OILFIELD SERVICES.__This segment supplies products and services essential to
oil and gas exploration, drilling and production, including drilling fluid
systems, drilling and coring bits, directional and measurement-while-drilling
tools and services and production tools. The segment also performs pipecoating
services for oil and gas pipelines located above and below ground as well as
underwater and diving and underwater engineering services for the inspection,
construction, maintenance and repair of offshore drilling rigs, platforms,
pipelines and other subsea structures.
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HYDROCARBON PROCESSING INDUSTRY.__This segment designs, manufactures and
markets highly engineered products and systems for energy producers,
transporters, processors, distributors and users throughout the world. Products
and systems of this segment include compressors, turbines, electrical generator
systems, pumps, power systems, measurement and control devices, and gasoline
dispensing systems.
ENGINEERING SERVICES.__Dresser's wholly owned subsidiary, The M.W. Kellogg
Company, provides engineering, construction and related services, primarily to
the hydrocarbon processing industries.
Effective January 21, 1994, Baroid became a wholly owned subsidiary of
Dresser as a result of the merger of a wholly owned subsidiary of Dresser with
and into Baroid. Baroid operations are included in the Oilfield Services
segment.
Dresser's principal executive offices are located at 2001 Ross Avenue,
Dallas, Texas 75201 and its telephone number is (214) 740-6000.
USE OF PROCEEDS
The net proceeds to be received by Dresser on the sale of shares of Common
Stock pursuant to the Plan will be used for working capital and for other
corporate purposes.
DESCRIPTION OF THE PLAN
The Company is offering to the holders of its Common Stock the opportunity
to purchase shares of Common Stock through the Dresser Industries, Inc.
Automatic Dividend Reinvestment Plan. The provisions of the Plan are explained
in the following questions and answers:
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide you with a simple and convenient way
to increase your ownership of Common Stock of the Company by investing cash
dividends and optional cash payments in additional shares of Common Stock
without payment of any brokerage commission or service charge.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
Once you are enrolled in the Plan, cash dividends on your shares will be
used to purchase shares of Common Stock on each cash dividend payment date (the
"investment date"). Optional cash payments will be invested monthly to purchase
shares of Common Stock. No brokerage commission or service fee will be paid by
participants in connection with purchases made under the Plan.
Full investment of funds is possible because the Plan permits fractions of
shares, as well as whole shares, to be credited to your account. In addition,
the Company will hold and act as custodian of the shares purchased through the
Plan. This will relieve you of the responsibility of safekeeping multiple stock
certificates and will protect you against their loss, theft or destruction.
Regular statements of account will provide you with a full record of each
transaction.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
The Company administers the Plan. Shares of Common Stock purchased under the
Plan will be registered in the name of the Company or its nominee as agent for
participants in the plan. If you decide to participate, the Company will keep a
continuous record of your participation and will send you a statement of your
account after each transaction.
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For information about the Plan, write to:
Dresser Industries, Inc.
Shareholder Services
P.O. Box 718
Dallas, TX 75221
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of the Company's Common Stock are eligible to
participate in the Plan. If you own stock which is registered in street name,
you must have the shares transferred to your name in order to participate.
5. HOW DO I PARTICIPATE?
If you are eligible, you may join the Plan at any time by completing an
Authorization Card provided by the Company and returning it to the Company at
the above address. If the account is registered in more than one name, EACH
REGISTERED HOLDER MUST SIGN THE AUTHORIZATION CARD EXACTLY AS THE SHARES ARE
REGISTERED IN ORDER FOR PARTICIPATION IN THE PLAN TO BEGIN.
6. WILL DIVIDENDS PAID ON SHARES CREDITED TO MY DIVIDEND REINVESTMENT ACCOUNT
BE AUTOMATICALLY REINVESTED EACH QUARTER?
Yes. All dividends paid on shares held in the Plan will be reinvested.
7. WHEN WILL REINVESTMENT OF MY DIVIDENDS START?
Your authorization card must be received by the Company at least two weeks
prior to a dividend record date in order for that dividend to be reinvested. The
current schedule of record dates for Dresser dividends is: March 1, June 1,
September 1, and December 1 or the first business day thereafter.
8. HOW DOES THE OPTIONAL CASH INVESTMENT WORK?
If you are a participant in the Plan you may elect to make optional cash
investments to purchase additional shares of Common Stock of the Company.
Payments may not be less than $25 nor more than $1000 per month. Payments may be
made as often as once per month; however, there is no obligation to make cash
investments on a regular basis.
Checks or money orders should be payable to Dresser Industries, Inc., and
mailed to the Company, Attn: Shareholder Services, P. O. Box 718, Dallas, TX
75221.
PLEASE DO NOT SEND CASH.
9. MUST I SEND A FORM OR NOTICE WITH CASH INVESTMENT?
Yes. After a transaction has been completed, you will receive a statement
showing the amount invested, purchase price, number of shares purchased, and
your new balance. Each statement will include a tear-off portion which should
accompany your check or money order if you wish to make a cash investment.
10. WHEN WILL PURCHASES OF COMMON STOCK BE MADE?
Dividends will be used to purchase Common Stock on the dividend payment
dates (currently the 20th of March, June, September, and December or the first
business day thereafter). Optional cash payments will be invested with the
dividends if they are received on or before the dividend record date. Payments
received after the dividend record date will be invested in the following month.
In addition to the investments described above, optional cash payments will be
invested on the 20th day of January, February, April, May, July, August,
October, and November. If the 20th falls on a non-business day, the purchase
will be made on the first business day following.
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11. WHAT WILL BE THE PRICE OF SHARES PURCHASED UNDER THE PLAN?
The price per share will be 100% of the average of the high and low prices
of the Company's Common Stock as reported in the Wall Street Journal report of
NYSE -- Composite Transactions on the investment date as of which such purchase
is made (or the next preceding day on which the Company's Common Stock is traded
on the New York Stock Exchange, if it is not traded on the New York Stock
Exchange on the investment date).
12. ARE THERE ANY COSTS TO ME IN CONNECTION WITH MY PURCHASES UNDER THE PLAN?
There are no brokerage fees because shares are purchased from the Company.
All costs of administration of the Plan are to be paid by the Company.
13. WILL I RECEIVE CERTIFICATES FOR SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN?
Normally certificates for shares of Common Stock purchased under the Plan
will not be issued to you as long as you participate in the Plan. If you wish to
obtain certificates for any number of whole shares credited to your account
without withdrawing from the Plan, you may do so by mailing a written request to
the Company. The Request must be signed by all holders, exactly as the shares
are registered.
14. HOW WILL SUCH CERTIFICATES BE REGISTERED?
Accounts in the Plan will be maintained in the name as shown on the
Company's shareholder records at the time you enter the Plan. Certificates will
be registered in the same manner when issued.
WITHDRAWAL
15. HOW DO I WITHDRAW FROM THE PLAN?
To withdraw from the Plan, you must notify the Company in writing. Your
request MUST BE SIGNED BY ALL HOLDERS EXACTLY AS THE SHARES ARE REGISTERED. In
the event of withdrawal, certificates for whole shares credited to your Plan
account will be issued to you. A cash payment will be made to you for any
fractional share. Alternatively, you may request that the Company forward your
shares, on your behalf, to a brokerage firm which will sell the shares for you
and remit directly to you the proceeds less brokerage commission and/or service
charge and transfer taxes.
16. WHEN MAY I WITHDRAW FROM THE PLAN?
You may withdraw from the Plan at any time. If notice of withdrawal is
received between a dividend record date and a dividend payment date, the
withdrawal will not be processed until after the dividend reinvestment cycle is
completed.
OTHER INFORMATION
17. HOW ARE INCOME TAX WITHHOLDING PROVISIONS APPLIED?
If your dividends are subject to income tax withholding, the tax will be
deducted from your total dividend and the net amount will be reinvested.
18. HOW WILL MY SHARES HELD UNDER THE PLAN BE VOTED?
The proxy card forwarded to you prior to any Shareholder's meeting will
indicate both the number of shares registered in your name and the number of
full and fractional shares credited to your Plan account. If your proxy card is
returned properly signed, all of such shares will be voted in accordance with
your instructions as indicated on the proxy card.
19. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to suspend, modify, or terminate the Plan, or
any participant's account, at any time at its sole discretion. Any such action
will be communicated to participants as soon as practicable.
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20. HOW WILL CORPORATE CHANGES AFFECT THE PLAN?
The number of shares issuable under the Plan shall be adjusted appropriately
in the event of stock dividends, stock splits, recapitalization, mergers,
consolidations, combinations or exchanges of shares or other similar corporate
changes.
21. WHAT IS THE RESPONSIBILITY OF THE COMPANY UNDER THE PLAN?
In administering the Plan, neither the Company nor any agent will be liable
for any act done in good faith, or for any good faith omission to act,
including, without limitation, any claims of liability arising out of failure to
terminate a participant's account upon such participant's death prior to the
receipt of notice in writing of such death.
Participants should recognize that the Company cannot and does not assure
them of a profit or protect them against loss on the shares purchased by them
under the plan.
FEDERAL INCOME TAX
22. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
Dividends invested in shares of Common Stock under the Plan continue to be
taxable for income tax purposes, just as though you received them in cash on the
dividend payment date. You will not realize any taxable income when you receive
certificates for shares credited to your account under the Plan. However, if you
receive, upon withdrawal from or termination of the Plan, a cash adjustment for
any fractional share credited to your account, you may realize a gain or loss.
You may also realize gain or loss when you sell shares which you have acquired
under the Plan. The amount of such gain or loss will be the difference between
the amount which you receive for your shares or fractional share and your tax
basis in such shares.
The above information is summary only and does not purport to be complete.
For rules regarding the determination of tax basis and for other tax
consequences, please consult you own tax advisor. For this purpose, you should
retain all Plan statements of account sent to you.
DESCRIPTION OF DRESSER CAPITAL STOCK
For a description of the capital stock of Dresser, see "Description of
Dresser Capital Stock" in the Proxy Statement/Prospectus, which is incorporated
by reference in this Prospectus.
LEGAL MATTERS
The validity of the shares of Dresser Common Stock registered hereby has
been passed upon by Rebecca R. Morris, Vice President -- Corporate Counsel and
Secretary of Dresser. As of the date of this Prospectus, Ms. Morris owned 3,960
shares of Dresser Common Stock.
EXPERTS
The consolidated financial statements of Dresser 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 Prospectus in reliance on the reports 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
appearing in Baroid Corporation's Annual Report (Form 10-K) at December 31, 1993
and 1992, and for each of the two years in the period ended December 31, 1993,
incorporated by reference in this Prospectus and Registration Statement, have
been audited by Ernst & Young, independent auditors, as set forth in their
reports included therein which, as to the year 1992, is based in part on the
report of Arthur Andersen & Co. The year ended December 31, 1991 was audited by
Coopers & Lybrand, independent
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auditors, as set forth in their respective report thereon appearing elsewhere
therein. Such 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.
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 herein by reference in reliance upon such reports given upon the
authority of such firms as experts in accounting and auditing.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Dresser's Restated Certificate of Incorporation, as amended, provides, as
authorized by Section 145 of the Delaware General Corporation Law ("DGCL") that
Dresser shall indemnify each person who is made a party or is threatened to be
made a party or is involved in any action, suit or proceeding by reason of the
fact that the person is or was a Director or officer of Dresser or is or was
serving at the request of the corporation as a Director or officer of another
corporation, joint venture, trust or other enterprise, to the fullest extent
authorized by the DGCL, as the same existed on March 19, 1987, or may thereafter
be amended, to the extent such amendment permits the corporation to provide
broader indemnification rights, against all expense, liability and loss
(including attorneys' fees), judgments, fines, certain excise taxes or
penalties, and amounts paid in settlement reasonably incurred or suffered by
such person in connection therewith. The right to indemnification includes the
right to be paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition.
Insurance is maintained by Dresser for each Director and officer of Dresser
covering certain expenses, liability or losses he may incur which arise by
reason of his being a Director or officer of Dresser or a subsidiary company,
whether or not Dresser would have the power to indemnify such person against
such expenses, liability or loss under the Delaware General Corporation Law.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to Directors, officers or persons controlling Dresser
pursuant to the foregoing provisions, Dresser has been informed 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.
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