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.
No person has been authorized to give any information or
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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 April 28, 1994.
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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
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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, January 18, 1994 and MArch 30, 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
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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.
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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.
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. <PAGE>
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
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>
