As filed with the Securities and Exchange Commission on April
13, 1994
Registration No. 33-52989
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
Post-Effective Amendment No. 1
to
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) <PAGE>
_________________________________ <PAGE>
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.
<PAGE>
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 <PAGE>
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 part
hereof from 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 not be deemed,
except as so modified or superseded, to constitute a part of
this Registration Statement.
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
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, 1992 and 1992, and for
each of the two years in the period ended December 31, 1993,
incorporated by reference in this 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
auditors, as set forth in their respective report thereon appearing
elsewhere therein. Such consolidated financial statements are
incorporated by reference in reliance upon such firms as experts
in accounting and auditing.
<PAGE>
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.
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, 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 action or proceeding, had no reasonable cause to
believe his conduct was unlawful. In an action by or in the
<PAGE>
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 <PAGE>
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
<PAGE>
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
employee 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 <PAGE>
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 and will be governed by the final adjudication of such
issue.
<PAGE>
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 Post-Effective Amendment to
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas,
on April 13, 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 Amendment to Registration Statement
has been signed by the following person in the capacities
indicated on April 13, 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
(William E. Bradford, Director)
* SAMUEL B. CASEY, JR.
(Samuel B. Casey, Jr., Director)
* LAWRENCE S. EAGLEBURGER
(Lawrence S. Eagleburger, Director)
* RAWLES FULGHAM
(Rawles Fulgham, Director)
* JOHN A. GAVIN
(John A. Gavin, Director)
* RAY L. HUNT
(Ray L. Hunt, Director)
* J. LANDIS MARTIN
(J. Landis Martin, Director)
* LIONEL H. OLMER
(Lionel H. Olmer, Director)
<PAGE>
* JAY A. PRECOURT
(Jay A. Precourt, Director)
* A. KENNETH PYE
(A. Kenneth Pye, Director)
* RICHARD W. VIESER
(Richard W. Vieser, Director)
*BY: /s/ Stanley E. McGlothlin
Stanley E. McGlothlin
(Attorney-In-Fact)
<PAGE>
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 Houston, State of Texas, on April 13, 1994.
THE M. W. KELLOGG COMPANY
EMPLOYEE STOCK PURCHASE PLAN
By:/s/ David L. Bartlett
David L. Bartlett
Plan Administrator <PAGE>
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. <PAGE>
**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.
** Previously filed.
<PAGE>
