<PAGE> 1
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
----- THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
----- TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
---------- ----------
Commission File Numbers:
1-10624 (Baroid Corporation)
1-4003 (Dresser Industries, Inc.)
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
SAVINGS PLAN FOR EMPLOYEES OF
BAROID CORPORATION
B. Names of issuers of securites held pursuant to the plan and the
addresses of their principal executive offices:
BAROID CORPORATION DRESSER INDUSTRIES, INC.
2001 Ross Avenue 2001 Ross Avenue
Dallas, Texas 75201 Dallas, Texas 75201
- - --------------------------------------------------------------------------------
<PAGE> 2
Savings Plan for Employees of
Baroid Corporation
Financial Statements and Supplemental Schedules
Years ended December 31, 1993 and 1992
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Audited Financial Statements
Statements of Net Assets Available for Benefits, With Fund Information . . . . . . . . . . . . . . . 2
Statement of Changes in Net Assets Available for Benefits, With Fund Information . . . . . . . . . . 4
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Supplemental Schedules
Item 27a -- Schedule of Assets Held for Investment Purposes . . . . . . . . . . . . . . . . . . . . . 14
Item 27a -- Schedule of Assets Held for Investment Purposes Which Were Both Acquired and
Disposed of Within the Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
Item 27b -- Schedule of Loans or Fixed Income Obligations . . . . . . . . . . . . . . . . . . . . . . *
Item 27c -- Schedule of Leases in Default or Classified as Uncollectible . . . . . . . . . . . . . . *
Item 27d -- Schedule of Reportable Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Item 27e -- Schedule of Nonexempt Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . *
</TABLE>
_________
* At December 31, 1993, and for the reporting period then ended, there
were no matters which required disclosure with respect to these items.
<PAGE> 3
Report of Independent Auditors
The Employee Benefits Administration Committee of Baroid
Corporation
We have audited the accompanying statements of net assets available for
benefits of the Savings Plan for Employees of Baroid Corporation as of December
31, 1993 and 1992, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1993. These financial statements
are the responsibility of Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1993 and 1992, and the changes in net assets available for
benefits for the year ended December 31, 1993, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in
the table of contents are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The Fund Information in the statement of net assets
available for benefits and the statement of changes in net assets available for
benefits is presented for purposes of additional analysis rather than to
present the net assets available for benefits and changes in net assets
available for benefits of each fund. The supplemental schedules and Fund
Information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
ERNST & YOUNG
Houston, Texas
June 27, 1994
1
<PAGE> 4
Savings Plan for Employees of
Baroid Corporation
Statement of Net Assets Available for Benefits, With Fund Information
December 31, 1993
<TABLE>
<CAPTION>
FUND INFORMATION
-------------------------------------------------------------------
MERRILL LYNCH
------------------------------------
RETIREMENT FEDERAL
BAROID TREMONT PRESERVATION GLOBAL SECURITIES
STOCK NL STOCK STOCK TRUST HOLDINGS TRUST
---------- -------- ----- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair market value:
Baroid Corporation common stock $15,986,699
NL Industries, Inc. common stock 242,894
Tremont Corporation common stock 495,046
United States government and agency
obligations 2,335,877
Merrill Lynch CMA Money Fund 247,528
Other securities 32,360,936 1,261,501
---------- ------- ------- ---------- --------- ---------
16,234,227 242,894 495,046 32,360,936 1,261,501 2,335,877
Dividends and interest receivable 2,671
Participant loans receivable
Participant contributions receivable 9,640 33,400 3,876 7,030
Employer contributions receivable 5,531,441 16,104 15,754 15,302
Transfers from other plans receivable 3,770 247,930 76,389 144,736
Cash 19,740
---------- ------- ------- ---------- --------- ---------
Total assets 21,779,078 242,894 495,046 32,680,781 1,357,520 2,502,945
LIABILITIES AND NET ASSETS AVAILABLE
FOR BENEFITS
Accrued expenses and allocations 15,471
---------- ------- ------- ---------- --------- -------
Total liabilities 15,471
---------- ------- ------- ---------- --------- ---------
Net assets available for benefits 21,779,078 242,894 495,046 32,665,310 1,357,520 2,502,945
========== ======= ======= ========== ========= =========
</TABLE>
<TABLE>
<CAPTION>
FUND INFORMATION
-------------------------------
MERRILL LYNCH
--------------------
CAPITAL BASIC VALUE
FUND FUND LOANS TOTAL
------ ---------- ----- -------
<S> <C> <C> <C> <C>
ASSETS
Investments, at fair market value:
Baroid Corporation common stock 15,986,699
NL Industries, Inc. common stock 242,894
Tremont Corporation common stock 495,046
United States government and agency
obligations 2,335,877
Merrill Lynch CMA Money Fund 247,528
Other securities 6,767,672 3,392,858 43,782,967
--------- --------- ------- ----------
6,767,672 3,392,858 0 63,091,011
Dividends and interest receivable 10,749 13,420
Participant loans receivable 4,094,078 4,094,078
Participant contributions receivable 17,840 9,098 -- 80,884
Employer contributions receivable 20,158 20,982 -- 5,619,741
Transfers from other plans
receivable 163,392 149,311 -- 785,528
Cash 19,740
---------- --------- ---------- ----------
Total assets 6,969,062 3,572,249 4,104,827 73,704,402
LIABILITIES AND NET ASSETS AVAILABLE
FOR BENEFITS
Accrued expenses and allocations 15,471
------- ------- ------- ----------
Total liabilities 15,471
------- ------- ------- ----------
Net assets available for benefits 6,969,062 3,572,249 4,104,827 73,688,931
========= ========= ========= ==========
</TABLE>
See accompanying notes.
2
<PAGE> 5
Savings Plan for Employees of
Baroid Corporation
Statement of Net Assets Available for Benefits, With Fund Information
December 31, 1992
<TABLE>
<CAPTION>
FUND INFORMATION
------------------------------------------------------------------------
MERRILL LYNCH
----------------------------
RETIREMENT
BAROID TREMONT PRESERVATION GLOBAL
STOCK NL STOCK STOCK TRUST HOLDINGS
----- -------- ----- ----- --------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair market value:
Baroid Corporation common stock $ 10,960,871 $ -- $ -- $ -- $ --
NL Industries, Inc. common stock -- 281,700 -- -- --
Tremont Corporation common stock -- -- 720,350 -- --
United States government and agency
obligations -- -- -- -- --
Merrill Lynch CMA Money Fund -- -- -- 38,445 --
Other securities -- -- -- 32,304,506 445,392
------------ --------- ---------- ----------- -----------
10,960,871 281,700 720,350 32,342,951 445,392
Dividends and interest receivable -- -- -- 5,568 --
Participant loans receivable -- -- -- -- --
Participant contributions receivable 21,136 -- -- 63,158 4,645
Employer contributions receivable 2,526,660 -- -- -- --
Cash 204,131 (4) (1) (104,571) 1
------------ --------- ---------- ----------- -----------
Total assets 13,712,798 281,696 720,349 32,307,106 450,038
LIABILITIES AND NET ASSETS AVAILABLE FOR
BENEFITS
Accrued expenses and allocations (4,511) 1 -- 44,047 --
------------ --------- ---------- ----------- -----------
Total liabilities (4,511) 1 -- 44,047 --
------------ --------- ---------- ----------- -----------
Net assets available for benefits $ 13,717,309 $ 281,695 $ 720,349 $32,263,059 $ 450,038
============ ========= ========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
FUND INFORMATION
---------------------------------------------------------
MERRILL LYNCH
------------------------------------------
FEDERAL
SECURITIES CAPITAL BASIC VALUE
TRUST FUND FUND LOANS TOTAL
----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair market value:
Baroid Corporation common stock $ -- $ -- $ -- $ -- $10,960,871
NL Industries, Inc. common stock -- -- -- -- 281,700
Tremont Corporation common stock -- -- -- -- 720,350
United States government and agency
obligations 2,170,405 -- -- -- 2,170,405
Merrill Lynch CMA Money Fund -- -- -- -- 38,445
Other securities -- 5,184,051 1,106,140 -- 39,040,089
------------ ---------- ---------- ----------- -----------
2,170,405 5,184,051 1,106,140 -- 53,211,860
Dividends and interest receivable -- -- -- 13,969 19,537
Participant loans receivable -- -- -- 3,827,536 3,827,536
Participant contributions receivable 7,404 24,549 11,795 -- 132,687
Employer contributions receivable -- -- -- -- 2,526,660
Cash (119) 14 7 -- 99,458
------------ ---------- ---------- ----------- -----------
Total assets 2,177,690 5,208,614 1,117,942 3,841,505 59,817,738
LIABILITIES AND NET ASSETS AVAILABLE FOR
BENEFITS
Accrued expenses and allocations -- -- -- 15,176 54,713
------------ ---------- ---------- ----------- -----------
Total liabilities -- -- -- 15,176 54,713
------------ ---------- ---------- ----------- -----------
Net assets available for benefits $ 2,177,690 $5,208,614 $1,117,942 $ 3,826,329 $59,763,025
============ ========== ========== =========== ===========
</TABLE>
See accompanying notes.
3
<PAGE> 6
Savings Plan for Employees of
Baroid Corporation
Statement of Changes in Net Assets Available for Benefits, With Fund Information
Year Ended December 31, 1993
<TABLE>
<CAPTION>
FUND INFORMATION
---------------------------------------------------------------------------
MERRILL LYNCH
--------------------------------------
RETIREMENT FEDERAL
BAROID TREMONT PRESERVATION GLOBAL SECURITIES
STOCK NL STOCK STOCK TRUST HOLDINGS TRUST
---------- -------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
---------- ------- -------- ---------- --------- ---------
Investment income:
Cash dividends:
Baroid Corporation 386,957
Other 72,814 117,192
Interest income 208 1,992,414 9 31
Realized gains (losses) from
sales of investments 789,590 (57,130) (69,056) 16,860 12,732
---------- ------- -------- ---------- --------- ---------
1,176,755 (57,130) (69,056) 1,992,414 89,683 129,955
Net appreciation (depre-
ciation) in the fair value
of investments 4,397,898 63,549 (29,940) 74,148 20,452
Transfer from Other Plans
(Note 6) 3,770 454,183 76,389 144,736
Contributions:
Participants 646,842 2,514,874 145,739 293,354
Employer 5,547,240 1,122 20,554 15,754 15,302
---------- ------- -------- ---------- --------- ---------
6,194,082 0 1,122 2,535,428 161,493 308,656
---------- ------- -------- ---------- --------- ---------
Total income and
contributions 11,772,505 6,419 (97,874) 4,982,025 401,713 603,799
Distributions, expenses, and
transfers:
Distributions to
participants 1,539,352 23,424 85,636 3,915,789 96,951 139,275
Less forfeitures (52,575) (158) (8,608) (23) (204)
Administrative
expenses 347 0 4 82,838 15 54
Interfund transfers, net 2,223,612 21,796 41,947 589,755 (602,712) 139,419
---------- ------- -------- ---------- --------- ---------
Total distributions, expenses,
and transfers 3,710,736 45,220 127,429 4,579,774 (505,769) 278,544
---------- ------- -------- ---------- --------- ---------
Net change in net assets
available for benefits 8,061,769 (38,801) (225,303) 402,251 907,482 325,255
Net assets available for
benefits, beginning of year 13,717,309 281,695 720,349 32,263,059 450,038 2,177,690
---------- ------- -------- ---------- --------- ---------
Net assets available for
benefits, end of year 21,779,078 242,894 495,046 32,665,310 1,357,520 2,502,945
========== ======= ======== ========== ========= =========
</TABLE>
<TABLE>
<CAPTION>
FUND INFORMATION
------------------------------------
MERRILL LYNCH
-----------------------
CAPITAL BASIC VALUE
FUND FUND LOANS TOTAL
--------- ----------- --------- ----------
<S> <C> <C> <C> <C>
Investment income:
Cash dividends:
Baroid Corporation 386,957
Other 438,408 181,172 809,586
Interest income 93 21 289,405 2,282,181
Realized gains (losses) from
sales of investments 98,120 34,243 825,359
--------- ---------- --------- ----------
536,621 215,436 289,405 4,304,083
Net appreciation (depre-
ciation) in the fair value of
investments 246,747 192,093 4,964,947
Transfer from Other Plans
(Note 6) 163,392 149,311 991,781
Contributions:
Participants 910,269 451,612 4,962,690
Employer 26,400 20,982 5,647,354
--------- ---------- --------- ----------
936,669 472,594 0 10,610,044
--------- ---------- --------- ----------
Total income and
contributions 1,883,429 1,029,434 289,405 20,870,855
Distributions, expenses, and
transfers:
Distributions to
participants 838,235 290,522 0 6,929,184
Less forfeitures (6,276) (67,844)
Administrative
expenses 248 103 83,609
Interfund transfers, net (709,226) (1,715,498) 10,907 0
--------- ---------- --------- ----------
Total distributions, expenses,
and transfers 122,981 (1,424,873) 10,907 6,944,949
--------- ---------- --------- ----------
Net change in net assets
available for benefits 1,760,448 2,454,307 278,498 13,925,906
Net assets available for
benefits, beginning of year 5,208,614 1,117,942 3,826,329 59,763,025
--------- ---------- --------- ----------
Net assets available for
benefits, end of year 6,969,062 3,572,249 4,104,827 73,688,931
========= ========= ========= ==========
</TABLE>
See accompanying notes.
4
<PAGE> 7
Savings Plan for Employees of
Baroid Corporation
Notes to Financial Statements
December 31, 1993
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Savings Plan for Employees of Baroid
Corporation (the "Plan") have been prepared in accordance with generally
accepted accounting principles. The following is a summary of significant
accounting policies followed by the Plan.
INVESTMENTS
Investments trusteed with Merrill Lynch Trust Company ("Merrill Lynch" or
"Trustee") are recorded at fair market value based upon the quoted market price
reported on the last trading day of the period for those securities listed on a
national securities exchange; listed securities for which no sale was reported
on that date are valued at the mean between the last reported bid and asked
prices; and other investments not having an established market are valued at
fair value as of that day determined in good faith by the outside advisor
responsible for that investment. Short-term investments are stated at cost.
Purchases and sales of investments are reflected on a trade-date basis. Gains
or losses on sales of securities are based on average cost.
CONTRIBUTIONS
Contributions from employees are recorded in the period the employer makes
payroll deductions from Plan participants. Employer matching contributions are
made as soon as practicable after Plan year-end in which respective participant
contributions are made.
LOANS TO PARTICIPANTS
Loan distributions to participants, as well as principal and interest payments
from participants, are accounted for as interfund transfers in the financial
statements. At December 31, 1993 and 1992, there were approximately 554 and 580
employees, respectively, participating in the loan option of the Plan.
INVESTMENT INCOME
Income from investments is recorded as earned on an accrual basis. Dividend
income is recorded at the ex dividend date.
5
<PAGE> 8
Savings Plan for Employees of
Baroid Corporation
Notes to Financial Statements (continued)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
TERMINATION OF PLAN
Although it has not expressed any intent to do so, Baroid Corporation
("Baroid") has the right under the Plan to discontinue contributions and to
terminate the Plan at any time subject to penalties set forth in the Employee
Retirement Income Security Act of 1974 ("ERISA"). In the event of such a
discontinuance or termination of the Plan, participants' account balances would
be 100% vested.
CONCENTRATION OF CREDIT RISK
The Plan's assets, other than Baroid Corporation stock, NL Industries stock,
and Tremont Corporation stock are invested with investment funds managed by
Merrill Lynch.
2. PLAN DESCRIPTION
The Plan's principal objective is to provide eligible employees of Baroid with
a convenient way to save on a regular and long-term basis. Employees of Baroid
and certain of Baroid's subsidiaries are generally eligible to voluntarily
participate in the Plan after twelve months of employment. The number of
participants with account balances totaled 2,379 at December 31, 1993. Active
participants may contribute between 1% to 22% of eligible compensation in
increments of .5%. The maximum basic before-tax contribution is 12%.
In accordance with the Tax Reform Act of 1986, participants are limited in the
amount of salary reduction contributions which they may make to the Plan under
Section 402(g) of the Internal Revenue Code ($8,994 annual maximum for 1993).
Highly compensated participants may be required to adjust the amount of their
contributions in order to permit the Plan to satisfy the nondiscrimination
requirements of Sections 401(k) and 401(m) of the Internal Revenue Code.
Baroid contributes a discretionary amount of matching contributions determined
annually, wholly or partially contingent upon the attainment of certain profit
objectives. This match applies to a maximum of 3% of a contributing
participant's compensation.
6
<PAGE> 9
Savings Plan for Employees of
Baroid Corporation
Notes to Financial Statements (continued)
2. PLAN DESCRIPTION (CONTINUED)
Baroid employees may receive an annual retirement contribution of up to 5% of
their annual eligible compensation. The retirement contribution, made wholly or
partially contingent upon the attainment of certain profit objectives, will be
allocated to all employees eligible to participate in the Plan. In addition,
these employees may also receive a Medisave contribution from Baroid, which is
contingent upon Baroid's profit objectives.
Vesting in employer contributions is 100% upon death, retirement, or
disability. A participant with less than three years of vested service has no
vested interest in employer contributions, is 50% vested following three years,
75% vested following four years, and 100% vested in all employer contributions
following five years of service. Forfeitures of the unvested portion of
employer contributions may occur if a participant terminates employment prior
to the full-vesting period or if a participant or beneficiary, to whom a
distribution is payable, cannot be located within one year of the date on which
such distribution became payable. Amounts forfeited are used to reduce employer
contributions. Substantially, all administrative expenses are paid from Plan
assets.
Employees may elect to have their own contributions invested in one or more
funds, whose investment objectives are as follows:
<TABLE>
<CAPTION>
NUMBER OF PARTICIPANTS
AT DECEMBER 31
1993 1992
------ ------
<S> <C> <C>
Baroid Stock Fund -- invested primarily in Baroid common
stock 2,159 2,126
Merrill Lynch Retirement Preservation Trust -- invested
primarily in GICs issued by insurance companies and
bank investment contracts 1,201 1,231
</TABLE>
7
<PAGE> 10
Savings Plan for Employees of
Baroid Corporation
Notes to Financial Statements (continued)
2. PLAN DESCRIPTION (CONTINUED)
<TABLE>
<CAPTION>
NUMBER OF PARTICIPANTS AT
DECEMBER 31
1993 1992
------ ------
<S> <C> <C>
Merrill Lynch Global Holdings, Inc., Class A Shares --
managed with the objective of seeking the highest
total investment return consistent with prudent risk
through worldwide investment in an internationally
diversified portfolio of securities 157 100
Merrill Lynch Federal Securities Trust -- managed with the
objective of seeking a high current return through
investments in U.S. Government and Government agency
securities 302 260
Merrill Lynch Capital Fund Inc. Class A Shares -- managed
with the objective of seeking the highest total
investment return consistent with prudent risk,
investing in equity, debt and convertible securities 526 473
Merrill Lynch Basic Value Fund Inc. Class A Shares --
managed with the objective of seeking growth and,
secondarily, income 326 181
</TABLE>
In addition to the funds above, two additional equity investment funds are
maintained. The NL Stock Fund (262 participants) invests in NL common stock
and the Tremont Stock Fund (1,299 participants) invests in Tremont common
stock. Contributions or transfers into the NL Stock Fund and Tremont Stock Fund
are no longer allowed.
Prior to the investment in securities of a type consistent with the objectives
of any fund, cash may be temporarily invested in the Merrill Lynch CMA Money
Fund, which invests in securities with maturities of less than one year issued
or guaranteed by the U.S. government or any agency of instrumentality thereof
or bank savings accounts.
8
<PAGE> 11
Savings Plan for Employees of
Baroid Corporation
Notes to Financial Statements (continued)
2. PLAN DESCRIPTION (CONTINUED)
Participants can transfer all or part of their account balance in any fund to
any other fund on a daily basis, subject to certain limitations. Only one
transfer is permitted out of the NL or Tremont Stock Fund which must be a
transfer of the total value of the participant's account in that fund.
Participants may change the investment direction of current contributions as of
any business day.
Distributions to employees may occur during active service or upon termination
and, under prescribed circumstances, may be in various forms (lump sum,
installments, annuity, or combinations thereof, and/or employer securities).
Participants may borrow from their vested account balances. The two types of
loans available are a general purpose loan and a principal residence loan.
General purpose loans may be repaid to the Plan over a period of time not to
exceed five years and principal residence loans may be repaid over a period not
to exceed 20 years. The maximum loan amount available to each participant is
50% of their vested account balance not to exceed $50,000. In the event a
participant fails to make a principal or interest payment, the loan will be in
default and the outstanding loan balance will be treated as a taxable
distribution. The interest rate charged on loans made prior to September 1989
was composite prime rate. The interest rate charged on subsequent loans is a
composite prime rate plus 1%.
See the Plan Agreement for additional information concerning the Plan
description.
9
<PAGE> 12
Savings Plan for Employees of
Baroid Corporation
Notes to Financial Statements (continued)
3. INVESTMENTS
The historical cost and market value of investments in each of the funds at
December 31, 1993 and 1992 were as follows:
<TABLE>
<CAPTION>
HISTORICAL COST
-----------------------------------------------------------------
BAROID TREMONT
NL COMMON COMMON COMMON OTHER MARKET
FUND DESCRIPTION STOCK STOCK STOCK SECURITIES TOTAL VALUE
-------- -------- -------- ----------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
At December 31, 1993:
Merrill Lynch Retirement Preservation Trust 32,360,936 32,360,936 32,360,936
Merrill Lynch Basic Value Fund, Inc. Class A 3,173,682 3,173,682 3,392,858
Shares
Merrill Lynch Federal Securities Trust 2,262,787 2,262,787 2,335,877
Merrill Lynch Capital Fund Inc. Class A Shares 6,314,080 6,314,080 6,767,672
Merrill Lynch Global Holdings, Inc. -- Class A 1,193,302 1,193,302 1,261,501
Shares
NL Stock Fund:
NL Industries, Inc. Common Stock 707,001 707,001 242,894
Baroid Stock Fund:
Baroid Corporation Common Stock 11,862,808 11,862,808 15,986,699
Tremont Stock Fund:
Tremont Corporation Common Stock 884,834 884,834 495,046
Merrill Lynch CMA Money Fund 247,528 247,528 247,528
------- ---------- ------- ---------- ---------- ----------
707,001 11,862,808 884,834 45,552,315 59,006,958 63,091,011
======= ========== ======= ========== ========== ==========
</TABLE>
10
<PAGE> 13
Savings Plan for Employees of
Baroid Corporation
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
HISTORICAL COST
------------------------------------------------------------------
BAROID TREMONT
NL COMMON COMMON COMMON OTHER MARKET
FUND DESCRIPTION STOCK STOCK STOCK SECURITIES TOTAL VALUE
----- ----- ----- ---------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
At December 31, 1992:
Merrill Lynch Retirement Preservation
Trust $ -- $ -- $ -- $32,304,506 $32,304,506 $32,304,506
Merrill Lynch Basic Value Fund, Inc.
Class A Shares -- -- -- 1,078,445 1,078,445 1,106,140
Merrill Lynch Federal Securities Trust
Merrill Lynch Capital Fund Inc. -- -- -- 2,125,356 2,125,356 2,170,405
Class A Shares -- -- -- 4,997,041 4,997,041 5,184,051
Merrill Lynch Global Holdings, Inc. --
Class A Shares -- -- -- 450,991 450,991 445,392
NL Stock Fund:
NL Industries, Inc. Common Stock 943,666 -- -- -- 943,666 281,700
Baroid Stock Fund:
Baroid Corporation Common Stock -- 11,169,652 -- -- 11,169,652 10,960,871
Tremont Stock Fund:
Tremont Corporation Common Stock -- -- 1,044,715 -- 1,044,715 720,350
Merrill Lynch CMA Money Fund -- -- -- 38,445 38,445 38,445
----------- ----------- ----------- ----------- ----------- -----------
943,666 $11,169,652 $ 1,044,715 $40,994,784 $54,152,817 $53,211,860
=========== =========== =========== =========== =========== ===========
</TABLE>
11
<PAGE> 14
Savings Plan for Employees of
Baroid Corporation
Notes to Financial Statements (continued)
4. RELATED PARTY TRANSACTIONS
The stock funds, Baroid Stock Fund, NL Stock Fund and Tremont Stock Fund invest
primarily in the securities of Baroid, NL Industries and Tremont. The purchases
and sales/distributions of these securities for the year ended December 31,
1993 and 1992 was as follows:
<TABLE>
<CAPTION>
SALES/ GAIN
PURCHASES DISTRIBUTIONS (LOSS)
------------ ------------- ------------
<S> <C> <C> <C>
1993:
Baroid common stock $ 4,828,627 $ 5,104,635 $ 789,590
NL common stock -- 31,003 (57,130)
Tremont common stock 1,280 96,512 (69,056)
1992:
Baroid common stock 6,128,324 4,784,362 (180,295)
NL common stock 36,073 74,110 80,115
Tremont common stock 87,939 39,388 (105,757)
</TABLE>
5. TAX STATUS
The Plan is designed to constitute a qualified plan under Section 401(a) of the
Internal Revenue Code of 1986, as amended; as such, the Trust is exempt from
federal income tax under Section 501(a).
The Plan has received a favorable determination letter dated December 3, 1993
from the Internal Revunue Service indicating it is a "Qualified Plan" under
the requirements of Section 401(a) of the Internal Revenue Code and the Trust
is qualified for favorable tax treatment.
6. TRANSFERS FROM OTHER PLANS
The transfers of assets from the Titanium Metals Corporation (TMC) Thrift Plans
for employees of Bentonite Corporation were accrued as a receivable at December
31, 1993. Bentonite Corporation was acquired by Baroid in 1993.
12
<PAGE> 15
Savings Plan for Employees of
Baroid Corporation
Notes to Financial Statements (continued)
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31,
1993
------------
<S> <C>
Net Assets Available for Benefits Per the
Financial Statements 73,688,931
Amounts Allocated to Withdrawing Participants 818,085
----------
Net Assets Available for Benefits Per the
Form 5500 72,870,846
==========
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1993
----------
<S> <C>
Benefits Paid to Participants Per the Financial Statements 6,929,184
Add: Amounts Allocated to Withdrawing Participants at
December 31, 1993 818,085
---------
Benefits Paid to Participants Per the Form 5500 7,747,269
=========
</TABLE>
Amounts allocated to withdrawing participants are recorded on Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31, 1993, but not yet paid as of this date.
8. SUBSEQUENT EVENT
On January 19, 1994, an agreement to merge Dresser Industries, Inc. (Dresser)
and Baroid was approved by shareholders of the companies. Under terms of the
merger each share of Baroid common stock was converted into the right to
receive 0.40 shares of Dresser common stock on January 21, 1994. All Baroid
common stock was converted to Dresser common stock and all subsequent
transactions are in Dresser common stock.
13
<PAGE> 16
SUPPLEMENTAL SCHEDULES
<PAGE> 17
Savings Plan for Employees of
Baroid Corporation
Item 27a -- Schedule of Assets Held for Investment Purposes
December 31, 1993
<TABLE>
<CAPTION>
NUMBER OF
SHARES OR
MATURITY PRINCIPAL
DATE AMOUNT COST FAIR VALUE
--------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Merrill Lynch Retirement Preservation Trust 32,360,936 $32,360,936 $ 32,360,936
Merrill Lynch Basic Value Fund, Inc. Class A Shares 145,180 3,173,682 3,392,858
Merrill Lynch Federal Securities Trust 234,056 2,262,787 2,335,877
Merrill Lynch Capital Fund Inc. Class A Shares 241,962 6,314,080 6,767,672
Merrill Lynch Global Holdings, Inc. Class A Shares 96,005 1,193,302 1,261,501
NL Stock Fund:
NL Industries, Inc. Common Stock 53,977 707,001 242,894
Baroid Stock Fund:
Baroid Corporation Common Stock 1,937,782 11,862,808 15,986,699
Tremont Stock Fund:
Tremont Corporation Common Stock 72,007 884,834 495,046
Merrill Lynch CMA Money Fund 247,528 247,528 247,528
Loans receivable from participants From 1/1/94 4,094,078 4,094,078 4,094,078
to
6/30/13
</TABLE>
14
<PAGE> 18
Savings Plan for Employees of
Baroid Corporation
Item 27d -- Schedule of Reportable Transactions
Year ended December 31, 1993
<TABLE>
<CAPTION>
FAIR VALUE OF
PURCHASE PRICE/ SELLING NUMBER OF ASSET ON
DESCRIPTION OF ASSET CARRYING VALUE PRICE TRANSACTIONS TRANSACTION DATE NET GAIN (LOSS)
-------------- ----- ------------ ---------------- ---------------
CATEGORY (III) -- SERIES OF TRANSACTIONS IN THE SAME ISSUE, WHEN AGGREGATED, EXCEED 5% OF PLAN ASSETS:
<S> <C> <C> <C> <C> <C>
Purchase of assets:
667,901 Shares of Baroid
Corp. Common Stock $ 4,828,627 $ -- 253 $ 4,828,627 $ --
Merrill Lynch Retirement
Preservation Trust $ 7,352,599 $ -- 382 $ 7,352,599 $ --
95,819 Shares of Merrill
Lynch Capital Fund $ 2,649,039 $ -- 229 $ 2,649,039 $ --
110,410 Shares of Merrill
Lynch Basic Value Fund $ 2,507,404 $ -- 234 $ 2,507,404 $ --
Sale of assets:
698,719 Shares of Baroid
Corp. Common Stock $ 4,315,045 $ 5,104,635 303 $ 5,104,635 $ 789,590
Merrill Lynch Retirement
Preservation Trust $ 7,230,044 $ 7,230,044 299 $ 7,230,044 $ --
48,093 Shares of Merrill
Lynch Capital Fund $ 1,245,729 $ 1,343,849 141 $ 1,343,849 $ 98,120
17,237 Shares of Merrill
Lynch Basic Value Fund $ 365,735 $ 399,978 83 $ 399,978 $ 34,243
</TABLE>
Note: There were no category (i), (ii) or (iv) transactions.
15
<PAGE> 19
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
SAVINGS PLAN FOR EMPLOYEES
OF BAROID CORPORATION
(Name of Plan)
Date: June 28, 1994 /s/ Paul M. Bryant
--------------------------------------
Paul M. Bryant
Vice President - Human Resources
Baroid Corporation
<PAGE> 20
EXHIBIT INDEX
23.1 Consent of Ernst & Young
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Dresser Industries'
Registration Statement (Form S-8 No. 33-52067) pertaining to the Savings Plan
for Employees of Baroid Corporation of our report dated June 27, 1994, with
respect to the financial statements and schedules of the Baroid Corporation
Savings Plan for Employees included in this Annual Report (Form 11-K) for the
year ended December 31, 1993.
ERNST & YOUNG
Houston, Texas
June 29, 1994
