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]
Commission file number:
1-4003
A. Full title of the Plan and the address of the
Plan, if different from that of the issuer named
below:
DRESSER INDUSTRIES, INC. STOCK PURCHASE PLAN
B. Name of issuer of the securities held pursuant to
the Plan and the address of its principal
executive office:
DRESSER INDUSTRIES, INC.
2001 Ross Avenue
Dallas, Texas 75201<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
INDEX TO PLAN FINANCIAL STATEMENTS
Page
Report of Independent Accountants 1
Plan Financial Statements:
Statement of Net Assets 2
Statement of Changes in Net Assets 3
Notes to Financial Statements 4-5
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes
at December 31, 1993 6
Schedule of Reportable Transactions 7<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Stock Purchase Plan
Committee of the Dresser Industries, Inc.
Stock Purchase Plan
In our opinion, the financial statements listed in the
accompanying index present fairly, in all material respects, the
net assets of the Dresser Industries, Inc. Stock Purchase Plan
(the Plan) at December 31, 1993 and 1992, and the changes in its
net assets for the years then ended, in conformity with generally
accepted accounting principles. These financial statements are
the responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which
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, assessing the accounting principles used
and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed
above.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional
information included in Schedules 1 and 2 is presented for
purposes of additional analysis and is not a required part of the
basic financial statements but is additional information required
by the Employee Retirement Income Security Act of 1974. Such
information has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
PRICE WATERHOUSE
Dallas, Texas
May 19, 1994<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
STATEMENT OF NET ASSETS
December 31,
1993 1992
ASSETS
Cash in bank $ 7,696 $ -
Due from Dresser Industries, Inc. - 6,472
Dresser Industries, Inc. common
stock at market
(1993 - 970,052 shares; cost $13,000,316
1992-1,004,170 shares; cost - $12,822,984) 20,310,949 18,263,844
Total assets $20,318,645 $18,270,316
LIABILITIES AND PARTICIPANTS' EQUITY
Due to Dresser Industries, Inc. $ 7,307 $ 5,297
Participants' equity, at cost 13,000,705 12,824,159
Unrealized appreciation of investments 7,310,633 5,440,860
Participants' equity, at market 20,311,338 18,265,019
Total liabilities and
participants' equity $20,318,645 $18,270,316
See accompanying notes to financial statements.<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN NET ASSETS Year Ended December 31,
1993 1992
Contributions:
Employees $ 771,042 $ 850,539
Employer 176,722 201,646
Total contributions 947,764 1,052,185
Investment income:
Cash dividends on Dresser
Industries, Inc. common stock 576,134 575,632
Interest 4,748 11,757
Total investment income 580,882 587,389
Other increases (decreases):
INDRESCO stock dividend - 1,425,206
Unrealized appreciation (depreciation)
of investments 2,835,670 (1,534,634)
Total other increases(decreases) 2,835,670 (109,428)
Total increase 4,364,316 1,530,146
Distributions to participants:
Cash 1,419 4,854
Stock, at market 2,316,578 2,648,487
Total 2,317,997 2,653,341
Net increase (decrease) in
participants' equity 2,046,319 (1,123,195)
Participants' equity, beginning
of year 18,265,019 19,388,214
Participants' equity, end of year $20,311,338 $18,265,019
See accompanying notes to financial statements.<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
The Stock Purchase Plan (the Plan) was established to assist
eligible employees of Dresser Industries, Inc. (Dresser) to
acquire and accumulate shares of common stock of Dresser
through payroll deductions. Dresser supplements the
contributions of employees who have four or more years of
service. Such employees are entitled to either a discount
from the market value of the common stock on the date of
purchase from Dresser or an employer contribution toward the
purchase of shares on the open market. Reference should be
made to the Plan document for more complete information.
Substantially all employees of Dresser having at least one
year of employment with Dresser (as defined in the Plan
document) except its officers and directors are eligible to
participate in the Plan. Employees represented by a union
can participate only if eligibility is afforded to them as a
result of collective bargaining. No employee may contribute
to the Plan during the same calendar year quarter in which
contributions are made to any other qualified defined
contribution plan sponsored by Dresser other than a 401(k)
plan.
Amounts contributed by the participants and Dresser and cash
dividends received from Dresser, if any, are transferred to
a trust fund which purchases shares of common stock for the
accounts of participants. Common stock of Dresser is
purchased on a quarterly basis. At December 31, 1993 and
1992, Dresser common stock shown on the accompanying
statement of net assets includes 15,137 and 17,713 shares,
respectively, issuable by Dresser based on contributions and
investment earnings for the quarters then ended. These
shares were issued on January 26, 1994 and January 25, 1993,
respectively.
Common stock, plus cash for any partial share credited to a
participant's account, will be distributed to the
participant (or the participant's designated beneficiary or estate)
in full after the end of a quarter in which a
participant becomes eligible for a distribution due to
permanent disability, death, retirement, or termination of
employment. Prior to termination of employment, shares can
be distributed to a participant upon voluntary withdrawal
from the Plan or for emergencies at the discretion of the
Stock Purchase Plan Committee as provided in the Plan
document.
Dresser may terminate the Plan at any time. Upon
termination of the Plan, the trustee will distribute to each
participant the balance in such participant's account.<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting records of the Plan are maintained on an
accrual basis. Investments are recorded at market value as
determined by the average of the high and low sales prices
of Dresser common stock on the last business day of the Plan
quarter. Dresser pays all of the Plan's administrative
expenses.
3. TAX STATUS OF THE PLAN
Management believes the Plan is qualified under section 401
(a) of the Internal Revenue Code and therefore the trust is
exempt from taxation under section 501(a). The Internal
Revenue Service granted a favorable letter of determination
to the Plan on June 18, 1985. Generally, employer
contributions to a qualified plan are deductible by Dresser
when made. Earnings of the trust are tax exempt and participants
are not taxed on their benefits until withdrawn
from the Plan.
Management is unaware of any variations in the operation of
the Plan from the terms of the Plan documents, as amended.
Management believes the Plan is qualified under the
applicable sections of the Internal Revenue Code and the
Employee Retirement Income Security Act of 1974 (ERISA).
The Plan has complied with the fidelity bonding requirements
of ERISA.
4. PARTICIPANT INCOME TAX STATUS
Participants are liable for income taxes on distributions
received from the Plan in accordance with the Internal
Revenue Code. Participant tax liability is more fully
described in the Summary Plan Description available from
Dresser.
5. FORMATION OF INDRESCO, INC. AND
INGERSOLL-DRESSER PUMP COMPANY
During 1992, Dresser divested certain businesses, forming
INDRESCO, Inc. (INDRESCO) and contributed certain businesses
to a newly formed joint venture with Ingersoll-Rand Company,
the Ingersoll-Dresser Pump Company (IDP). The Plan was
amended, providing that all INDRESCO and IDP employees
either withdrew from the Plan in accordance with the Plan
provisions or continued to participate in the Plan but may
not make further contributions to the Plan.<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
6. INDRESCO DISTRIBUTION
As part of the INDRESCO spin-off, one share of INDRESCO
common stock was issued to every holder of five shares of
Dresser common stock as of August 7, 1992. As a result, the
Plan received 189,806 shares of INDRESCO common stock.
Pursuant to the provisions of the Plan, these shares were
sold on the open market and the proceeds of $1,425,206 were
used to purchase 73,087 shares of Dresser common stock. In
accordance with applicable Internal Revenue Code and ERISA
regulations, no gain was recorded as a result of these
transactions.
7. PARTICIPANTS WITHDRAWN AT YEAR-END
Plan assets totalling $310,201 and $257,967 relate to
participants that have withdrawn from the Plan at December
31, 1993 and December 31, 1992, respectively, in accordance
with the provisions of the Plan.<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
ITEM 27a FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT
PURPOSES
DECEMBER 31, 1993 SCHEDULE 1
Description of
Identity of Issuer, Investment
Borrower, Lessor Including
or Similar Party Par Value Cost Current Value
Dresser Industries,
Inc. 970,052 shares $13,000,316 $20,310,949
of common stock,
$.25 par value<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
ITEM 27d FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS (a)
YEAR ENDED DECEMBER 31, 1993 SCHEDULE 2
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Expenses Current Value
Incurred of Asset on Net
Identity of Description Purchase Selling Lease with Cost of Transaction Gain
Party Involved of Assets Price Price Rental Transaction Asset Date (Loss)
SINGLE
TRANSACTION
Dresser 19,571 shares
Industries, of Dresser
Inc. Industries,
Inc. common
stock $406,098 $ - $ - $ - $406,098 $406,098 $ -
Dresser 17,047 shares
Industries, of Dresser
Inc. Industries,
Inc. common
stock 400,605 - - - 400,605 400,605 -
Dresser 18,660 shares
Industries, of Dresser
Inc. Industries,
Inc. common
stock 402,366 - - - 402,366 402,366 -
Dresser 15,137 shares
Industries, of Dresser
Inc. Industries,
Inc. common
stock 316,928 - - - 316,928 316,928 -
TOTAL OF QUARTERLY
TRANSACTIONS
Dresser 70,415 shares
Industries, of Dresser
Inc. Industries,
Inc. common
stock $1,525,997 $ $ - $ - $1,525,997 $1,525,997 $ -
(a) Transactions in excess of five percent of the current value of the
Plan's assets as of January 1, 1993 as defined in Section 2520.103-6 of the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
ERISA.
/TABLE
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Dresser Industries, Inc. Stock Purchase Plan Committee
has duly caused this Annual Report to be signed on its behalf by the
undersigned thereunto duly authorized.
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
* Paul M. Bryant
P. M. Bryant, Chairman
Stock Purchase Plan Committee
* George H. Juetten
George H. Juetten, Member
Stock Purchase Plan Committee
* B. D. ST. JOHN
B. D. St. John, Member
Stock Purchase Plan Committee
*By /s/ Stanley E. McGlothlin
Stanley E. McGlothlin,
Attorney-In-Fact
June 24, 1994<PAGE>
INDEX TO EXHIBITS ON FORM 11-K
Exhibit Description
23 Consent of Price Waterhouse
24 Powers of Attorney<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of the Registration Statement on Form S-8
(No. 2-81536) of Dresser Industries, Inc. Stock Purchase Plan of our
report dated May 19, 1994 on this Form 11-K for the year ended December
31, 1993.
/s/ Price Waterhouse
PRICE WATERHOUSE
Dallas, Texas
June 22, 1994<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned member
of the DRESSER INDUSTRIES, INC. STOCK PURCHASE PLAN COMMITTEE
(the "Committee"), hereby constitutes and appoints REBECCA R.
MORRIS AND STANLEY E. MCGLOTHLIN and each or either of them, his
true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Dresser
Industries, Inc. Stock Purchase Plan Annual Report on Form 11-K
for the fiscal year ended December 31, 1993, and any and all
amendments thereto, and to file the same, with all exhibits
thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each or either of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and
each or either of them, or substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned member of said Committee
has hereunto set his hand this 22nd day of June, 1994.
/s/ George H. Juetten
George H. Juetten
Committee Member<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned member
of the DRESSER INDUSTRIES, INC. STOCK PURCHASE PLAN COMMITTEE
(the "Committee"), hereby constitutes and appoints REBECCA R.
MORRIS AND STANLEY E. MCGLOTHLIN and each or either of them, his
true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Dresser
Industries, Inc. Stock Purchase Plan Annual Report on Form 11-K
for the fiscal year ended December 31, 1993, and any and all
amendments thereto, and to file the same, with all exhibits
thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each or either of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and
each or either of them, or substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned member of said Committee
has hereunto set his hand this 23rd day of June, 1994.
/s/ B. D. St. John
B. D. St. John
Committee Member<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned member
of the DRESSER INDUSTRIES, INC. STOCK PURCHASE PLAN COMMITTEE
(the "Committee"), hereby constitutes and appoints REBECCA R.
MORRIS AND STANLEY E. MCGLOTHLIN and each or either of them, his
true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Dresser
Industries, Inc. Stock Purchase Plan Annual Report on Form 11-K
for the fiscal year ended December 31, 1993, and any and all
amendments thereto, and to file the same, with all exhibits
thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each or either of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and
each or either of them, or substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned member of said Committee
has hereunto set his hand this 22nd day of June, 1994.
/s/ Paul M. Bryant
P. M. Bryant
Committee Member<PAGE>
