As filed with the Securities and Exchange Commission on
April 14, 1994
Registration No. 33-50563
______________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 3
on
FORM S-3
to
FORM S-4
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 (I.R.S. Employer
of incorporation) Identification No.)
________________
2001 Ross Avenue Rebecca R. Morris
Dallas, Texas 75201 Vice President - Corporate Counsel
(214) 740-6000 and Secretary
(Address, including 2001 Ross Avenue
zip code, and Dallas, Texas 75201
telephone number, including (214) 740-6000
area code, of Registrant's (Name, address, including
principal executive offices) zip code, and telephone
number, including area code,
of agent for service)
________________
Approximate date of commencement of proposed sale to the
public: As soon as possible after this Post-Effective <PAGE>
Amendment becomes effective.
If the only securities being registered on this Form are being
offered pursuant to a dividend or interest reinvestment plan,
please check the following box. ___
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or reinvestment
plans, check the following box. X
The Registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to Section 8(a), may determine. <PAGE>
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may
not be sold nor offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any State in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such State.
Subject to Completion, dated April 14, 1994
DRESSER INDUSTRIES, INC.
Prospectus
_______________
Up to 800,000 shares of Common Stock
________________
This Prospectus relates to up to 800,000 shares of common
stock, par value $.25 per share, of Dresser Industries, Inc.
("Dresser Common Stock") that may be issued upon exercise of
outstanding stock warrants (the "Warrants") by the holders
thereof. The Warrants were issued pursuant to the Stock
Purchase and Assignment Agreement dated as of April 5, 1991
between Baroid Corporation ("Baroid"), DB Stratabit, Inc. and
Diamant Bort S.A.
On January 21, 1994, BCD Acquisition Corporation, a
Delaware corporation and wholly owned subsidiary of Dresser
Industries, Inc. ("Dresser" or the "Company"), 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"),
was converted into 0.4 shares of Dresser Common Stock.
Pursuant to the Merger, the Warrants, representing the rights to purchase
up to 2,000,000 shares of Baroid Common Stock at the exercise
price of $7.875 per share, were converted into the right to
purchase, on the same terms and conditions as were applicable
under the Warrants, up to 800,000 shares of Dresser Common
Stock at the exercise price of $19.6875 per share. The
Warrants are exercisable at any time through April 5, 1996,
and are not transferrable other than in accordance with the
terms thereof. <PAGE>
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.
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.
The date of this Prospectus is ________________ , 1994.
<PAGE>
AVAILABLE INFORMATION
Dresser and Baroid are 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: Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661;
and Seven World Trade Center, 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 Post-Effective
Amendment No. 3 on Form S-3 to its Registration Statement (No.
33-50563) on Form S-4 (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 issued upon exercise of the Warrants. 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 <PAGE>
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 and Baroid hereby undertake 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.
2) Dresser's Quarterly Report on Form 10-Q for the
period ended January 31, 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. <PAGE>
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) 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).
7) Baroid's Annual Report on Form 10-K for its fiscal
year ended December 31, 1993.
8) Baroid's Current Reports on Form 8-K dated January
14, 1993 and January 18, 1994.
9) Baroid's final prospectus dated April 16, 1993, filed
pursuant to Rule 424(b) under the Securities Act.
All documents and reports filed by Dresser and Baroid
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
<PAGE>
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
Dresser, together with its subsidiaries, is a global
supplier serving the total hydrocarbon energy stream, both
upstream and downstream. Dresser's highly engineered and
integrated products and technical services are primarily
utilized in oil and gas drilling, production and transmission;
gas distribution and power generation; gas processing;
petroleum refining and marketing; and petrochemical
production. 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. These products and services include drilling
fluid systems, rock bits, production tools, pipe coating and
resource exploration services.
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. <PAGE>
Dresser's principal executive offices are located at 2001
Ross Avenue, Dallas, Texas 75201 and its telephone number is
(214) 740-6000.
Baroid
Baroid is a worldwide provider of specialized products
and services to the oil and gas industry. Baroid became a
wholly owned subsidiary of Dresser on January 21, 1994, as a
result of the merger of BCD Acquisition Corporation, a wholly
owned subsidiary of Dresser, with and into Baroid. Baroid's
operations are conducted principally through subsidiaries as
follows:
Drilling Fluids. Baroid Drilling Fluids Inc., a
worldwide integrated producer and distributor of drilling
fluids, provides specially formulated fluids used in the
drilling process to lubricate and cool the drill bit, seal
porous well formations, remove rock cuttings and control
downhole pressure.
Drilling Services and Products. Sperry-Sun Drilling
Services Inc. rents specialized steering and
measurement-while-drilling tools and provides directional
drilling services for oil and gas wells throughout the world.
DB Stratabit, Inc., provides diamond drill bits and coring
products and services to the oil and gas industry worldwide.
Offshore Services. Sub Sea International Inc., acquired
by Baroid in January 1993, provides diving and underwater
engineering services to the oil and gas industry to inspect,
construct, maintain and repair offshore drilling rigs and
platforms, underwater pipelines and other offshore oil and gas
facilities, as well as designs, manufactures and deploys
unmanned, remotely operated vehicles often used to perform
such engineering services. Sub Sea also provides pipeline
installation services, burial and inspection and maintenance
and repair work on platforms in offshore oil and gas fields.
<PAGE>
Baroid'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 Dresser from the issuance of shares
of Dresser Common Stock upon the exercise of the Warrants
($39,375,000, assuming all the Warrants are exercised) will be
used for general corporate purposes.
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. <PAGE>
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.
At the time such matters were passed upon, Ms. Morris owned
2,965 shares of Dresser Common Stock.
EXPERTS
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 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 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.
The supplemental consolidated financial statements of
Baroid Corporation and Subsidiaries appearing in Baroid <PAGE>
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.
<PAGE>
PART II
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the expenses expected to
be incurred in connection with the offering described in this
Registration Statement.
Securities and Exchange Commission filing fee *
Blue Sky fees and expenses (including legal
fees and expenses) *
Accountant's fees and expenses
Legal fees and expenses
Miscellaneous expenses
___________
* Previously paid.
Item 15. 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 <PAGE>
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 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, <PAGE>
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 16. Exhibits.
Exhibit Number Description
2.1 Agreement and Plan of Merger dated September 7,
1993, among Dresser, BCD Acquisition
Corporation and Baroid.
(Incorporated by reference to Exhibit 2.1 to
Dresser's Registration Statement on Form S-4,
Registration No. 33-50563).
3.1 Restated Certificate of Incorporation, as
amended, of Dresser. (Incorporated by reference
to Exhibit 3(a) to Dresser's Form 10-K Annual
Report for the Year Ended October 31, 1991).
3.2 By-Laws of Dresser. (Incorporated herein by
reference to Exhibit 3.2 to Dresser's Annual
Report on Form 10-K for the year ended October
31, 1993).
4.1 Rights Agreement dated August 16, 1990, between
Dresser and Harris Trust Company of New York as
Rights Agent. (Incorporated by reference to
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). <PAGE>
4.2 Form of Warrant for Baroid Common Stock.
(Incorporated by reference to Exhibit 4.04 to
Baroid's Registration Statement on Form S-1,
Registration No. 33-39390, previously filed
with the Commission).
4.3 Form of Stock Purchase and Assignment Agreement
between Baroid, DB Stratabit, Inc. and Diamant
Boart S.A., dated April 5, 1991. (Incorporated
by reference to Exhibit 4.05 to Baroid's
Registration Statement on Form S-1,
Registration No. 33-39390, previously filed
with the Commission).
5.1 Opinion of Rebecca R. Morris as to the legality
of securities being offered. (Incorporated by
reference to Exhibit 5.1 to Dresser's
Registration Statement on Form S-4,
Registration No. 33-50563).
*23.1 Consent of Price Waterhouse.
*23.2 Consent of Ernst & Young.
*23.3 Consent of Coopers & Lybrand. <PAGE>
Exhibits (continued)
*23.4 Consent of Arthur Andersen & Co.
**23.5 Consent of Rebecca R. Morris is contained in
her opinion.
**24.1 Powers of Attorney.
__________
* Filed herewith.
** Previously filed.
Item 17. 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");
(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;
<PAGE>
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 indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers or controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has
<PAGE>
been advised that in the opinion of the 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 by 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-3 and has duly caused this Post-Effective
Amendment on Form S-3 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 13th day of April, 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 on Form S-3 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 April 13, 1994
John J. Murphy (Principal Executive
Officer)
* B. D. ST. JOHN Vice Chairman April 13, 1994
B. D. St. John (Principal Financial
Officer)
/s/ George H. Juetten Vice President - April 13, 1994
George H. Juetten Controller (Principal
Accounting Officer)
* WILLIAM E. BRADFORD Director April 13, 1994
William E. Bradford
* SAMUEL B. CASEY, JR. Director April 13, 1994
Samuel B. Casey, Jr.
* LAWRENCE S. EAGLEBURGER Director April 13, 1994
Lawrence S. Eagleburger
* RAWLES FULGHAM Director April 13, 1994
Rawles Fulgham
* JOHN A. GAVIN Director April 13, 1994
John A. Gavin
* RAY L. HUNT Director April 13, 1994
Ray L. Hunt <PAGE>
Director April 13, 1994
J. Landis Martin
* LIONEL H. OLMER Director April 13, 1994
Lionel H. Olmer
Jay A. Precourt Director April 13, 1994
* A. KENNETH PYE Director April 13, 1994
A. Kenneth Pye
* RICHARD W. VIESER Director April 13, 1994
Richard V. Vieser
*BY: /s/ Stanley E. McGlothlin
Stanley E. McGlothlin
(Attorney-in-Fact)
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
2.1 Agreement and Plan of Merger dated September 7,
1993, among Dresser, BCD Acquisition
Corporation and Baroid.
(Incorporated by reference to Exhibit 2.1 to
Dresser's Registration Statement on Form S-4,
Registration No. 33-50563).
3.1 Restated Certificate of Incorporation, as
amended, of Dresser. (Incorporated by reference
to Exhibit 3(a) to Dresser's Form 10-K Annual
Report for the Year Ended October 31, 1991).
3.2 By-Laws of Dresser. (Incorporated herein by
reference to Exhibit 3.2 to Dresser's Annual
Report on Form 10-K for the year ended October
31, 1993).
4.1 Rights Agreement dated August 16, 1990, between
Dresser and Harris Trust Company of New York as
Rights Agent. (Incorporated by reference to
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).
4.2 Form of Warrant for Baroid Common Stock.
(Incorporated by reference to Exhibit 4.04 to
Baroid's Registration Statement on Form S-1,
Registration No. 33-39390, previously filed
with the Commission).
4.3 Form of Stock Purchase and Assignment Agreement <PAGE>
between Baroid, DB Stratabit, Inc. and Diamant
Boart S.A., dated April 5, 1991. (Incorporated
by reference to Exhibit 4.05 to Baroid's
Registration Statement on Form S-1,
Registration No. 33-39390, previously filed
with the Commission).
5.1 Opinion of Rebecca R. Morris as to the legality
of securities being offered. (Incorporated by
reference to Exhibit 5.1 to Dresser's
Registration Statement on Form S-4,
Registration No. 33-50563).
*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 R. Morris is contained in
her opinion.
**24.1 Powers of Attorney.
______________________
* Filed herewith.
** Previously filed. <PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Post-Effective Amendment No. 3 on Form S-3 to
Registration Statement on Form S-4 of Dresser Industries, Inc. of our
report dated December 9, 1993, relating to the consolidated financial
statements of Dresser Industries, Inc., which appears on page 22 of
Dresser Industries, Inc.'s Annual Report on Form 10-K for the year ended
October 31, 1993; our report dated November 12, 1992 relating to the
consolidated financial statements of Dresser-Rand Company, which appears
on page 3 on such Annual Report on Form 10-K; and our report on the
Dresser-Rand Financial Statement Schedules, which appears on page 19 of
such Annual Report of Form 10-K. We also consent to the incorporation by
reference of our report dated February 9, 1994 on the supplemental
consolidated financial statements of Dresser Industries, Inc., which
appears on page F-11 of Amendment No. 1 on Form 8-K/A to Current Report on
Form 8-K dated January 21, 1994. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
/s/PRICE WATERHOUSE
Price Waterhouse
Dallas, Texas
April 13, 1994 <PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts"
in the Post-Effective Amendment No. 3 (Form S-3 No. 33-50563) to the
Registration Statement (Form S-4 No. 33-50563) and related Prospectus of
Dresser Industries, Inc. and to the incorporation by reference therein of
our reports (i) dated January 21, 1994, 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,
1993, filed with the Securities Exchange Commission, (ii) 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 Exchange Commission, and (iii) dated March 1, 1993, with
respect to the supplemental consolidated financial statements 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
April 13, 1994 <PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Post-Effective
Amendment No. 3 on Form S-3 to Registration Statement (No. 33-50563) on
Form S-4 of our report dated March 3, 1992 on our audits of the financial
statements and 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. We also consent to the reference to our firm under the
caption "Experts."
/s/COOPERS & LYBRAND
Coopers & Lybrand
Houston, Texas
April 13, 1994 <PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Sub Sea International Inc.
As independent public accountants, we hereby consent to the
use of our reports included herein or made a part of this
Post-Effective Amendment No. 3 on Form S-3 to the registration
statement No. 33-50563 of Dresser Industries, Inc. on Form S-4
and to the reference to our firm under the heading "Experts"
in the registration statement.
/s/ARTHUR ANDERSEN & CO.
Arthur Andersen & Co.
New Orleans, Louisiana
April 13, 1994 <PAGE>
