SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) - January 28, 1994
DRESSER INDUSTRIES, INC.
(Exact Name of Registrant as specified in its Charter)
DELAWARE 1-4003 75-0813641
(State or other (Commission (I.R.S Employer
jurisdiction of File No.) Identification No.)
incorporation)
2001 Ross Avenue, Dallas, Texas 75201
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (214) 740-6000 <PAGE>
Item 2. Acquisition or Disposition of Assets
On December 8, 1993, Registrant and Litton Industries, Inc.
("Litton") announced an agreement for the sale of Registrant's 29.5%
interest in Western Atlas International, Inc. ("Western Atlas"), a
Delaware corporation, to a wholly owned subsidiary of Litton for $358
million in cash and $200 million in 7 1/2% notes due over seven years.
Western Atlas is a joint venture company formed May 1, 1987, when
Registrant's Dresser Atlas operations were combined with the Resources
Group of Litton. The sale closed January 28, 1994. The sale will
result in an after-tax gain of $147 million that Dresser will recognize
in the first quarter of fiscal year 1994.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(b) Pro Forma Financial Information.
(c) Exhibits.
Exhibit
2.1 Form of Stock Purchase Agreement dated December 7, 1993,
between Registrant; Litton Industries, Inc.; Western Atlas
Inc.; Western Research Holdings, Inc.; and Western Atlas
International, Inc.
99.1 News Release dated January 28, 1994, announcing the sale of
Western Atlas.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
DRESSER INDUSTRIES, INC.
By: /s/ George H. Juetten
George H. Juetten
Vice President - Controller
February 11, 1994
<PAGE>
Dresser Industries, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Financial Statements
For The Sale of Western Atlas, International Inc.
On January 28, 1994, the Company sold its 29.5% interest in Western
Atlas International, Inc. (WAII) to a wholly-owned subsidiary of Litton
Industries, Inc. for $358 million in cash and $200 million in 7 1/2%
notes due over seven years. The following unaudited pro forma
condensed balance sheet as of October 31, 1993 assumes that the sale of
the Company's interest in WAII had occurred on October 31, 1993. The
following unaudited pro forma condensed statement of earnings for the
year ended October 31, 1993 assumes that the sale had occurred on
November 1, 1992. The pro forma financial statements exclude the
equity earnings of WAII and include interest adjustments to reduce
interest expense associated with the use of the proceeds and interest
income on the 7 1/2% notes.
The pro forma financial data are provided for comparative purposes only
and do not purport to be indicative of the results which would have
been obtained if the sale had been effected on the dates indicated or
of those results which may be obtained in the future. The pro forma
adjustments are described in footnotes to the unaudited pro forma
condensed statement of earnings. The estimated gain on the transaction
of $147.0 million is not reflected in the pro forma statement of
earnings. <PAGE>
<TABLE>
DRESSER INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED STATEMENTS OF EARNINGS
(IN MILLIONS EXCEPT EARNINGS PER SHARE)
<CAPTION>
Historical Eliminate
Oct 31, Western Pro
1993 Atlas Adjustments Forma
<S> <C> <C> <C> <C>
Sales and service revenues....... $4,216.0 $ $ $4,216.0
Cost of sales and services....... (3,170.3) . . (3,170.3)
Gross earnings................. 1,045.7 . . 1,045.7
Earnings from major
unconsolidated joint ventures.. 60.6 (39.2) 21.4
Selling, engineering,
administrative and general
expenses....................... (813.4) (813.4)
Special charges.................. (74.1) . . (74.1)
Earnings from operations....... 218.8 (39.2) 179.6
Other income (deductions)
Interest earned (expense) net.. (11.4) 22.5(a) 11.1
Retiree medical plan changes... 12.8 12.8
Other, net..................... 30.9 . . 30.9
Total........................ 32.3 . 22.5 54.8
Earnings before income taxes
and minority interest........ 251.1 (39.2) 22.5 234.4
Income taxes..................... (81.7) 15.7 (7.9)(b) (73.9)
Minority interest................ (42.7) . . (42.7)
Earnings from continuing
operations................... $ 126.7 $ (23.5) $ 14.6 $ 117.8
Per share...................... $ .92 $ .86
Average common shares
outstanding.................... 137.3 137.3
Adjustments:
(a) Interest on $200 million 7 1/2%
note received as part of
proceeds from sale of
Western Atlas $ 15.0 <PAGE>
Reduction in interest expense
due to assumed use of
proceeds to reduce
short-term debt 7.5
$ 22.5
(b) Adjustment to income taxes
associated with the
interest adjustments in (a)
above at 35% $ 7.9 <PAGE>
</TABLE>
<TABLE>
DRESSER INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED BALANCE SHEETS
(IN MILLIONS)
<CAPTION>
Historical Sale of
Oct 31, Western Use of
1993 Atlas Proceeds Pro Forma
<S> <C> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents....... $ 239.1 $ 358.0 $ (345.7) $ 251.4
Notes and accounts receivable... 646.3 646.3
Inventories..................... 592.4 592.4
Deferred income taxes........... 100.9 100.9
Other current assets............ 36.2 . . 36.2
Total Current Assets.......... 1,614.9 358.0 (345.7) 1,627.2
Investments in and receivables
from major unconsolidated
joint ventures................ 414.4 (279.2) 135.2
Intangibles..................... 561.9 561.9
Deferred income taxes........... 229.2 229.2
Long-term receivables........... 5.0 200.0 205.0
Other assets.................... 130.1 130.1
Property, plant and equipment -
at cost....................... 1,736.6 1,736.6
Accumulated depreciation and
amortization.................. 1,050.2 . . 1,050.2
Total Properties - Net........ 686.4 . . 686.4
Total Investments and
Total Assets............... $3,641.9 $ 278.8 $ (345.7) $3,575.0
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities
Short-term debt................. $ 230.8 $ $ (216.0) $ 14.8
Accounts payable................ 269.8 269.8
Advances from customers on
contracts..................... 288.3 288.3
Accrued compensation and
benefits...................... 197.8 197.8
Income taxes.................... 100.9 129.7 (129.7) 100.9
Other accrued liabilities....... 345.0 . . 345.0 <PAGE>
Total Current Liabilities..... 1,432.6 129.7 (345.7) 1,216.6
Long-term debt.................... 308.3 308.3
Employee retirement benefit
obligation...................... 707.6 707.6
Deferred compensation, insurance
reserves and other liabilities.. 98.5 98.5
Minority interest................. 151.3 151.3
Shareholders' Investment -
Common shares................... 41.6 41.6
Capital in excess of par value.. 434.7 434.7
Retained earnings............... 954.6 147.0 1,101.6
Cumulative translation
adjustments................... (87.9) 2.1 (85.8)
Pension liability adjustment.... (13.8) .
1,329.2 149.1 1,478.3
Treasury shares, at cost........ 385.6 . . 385.6
Total Shareholders' Investment 943.6 149.1 . 1,092.7
Total Liabilities and
Shareholders' Investment... $3,641.9 $ 278.8 $ (345.7) $3,575.0 <PAGE>
</TABLE>
EXHIBIT INDEX
Exhibit No. Description
2.1 Form of Stock Purchase Agreement dated December 7, 1993,
between Registrant; Litton Industries, Inc.; Western Atlas
Inc.; Western Research Holdings, Inc.; and Western Atlas
International, Inc. (Exhibits and Schedule 1 to the Stock
Purchase Agreement have not been filed. Registrant agrees
to furnish supplementally a copy of any omitted Exhibit or
Schedule to the Commission upon request.)
99.1 News Release dated January 28, 1994, announcing the sale of
Western Atlas.<PAGE>
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement") made and entered
into as of this 7th day of December, 1993 (the "Effective Date"), among
DRESSER INDUSTRIES, INC., a Delaware corporation ("Dresser"), on the
first part, LITTON INDUSTRIES, INC., a Delaware corporation ("Litton"),
WESTERN ATLAS INC., a Delaware corporation and a wholly-owned
subsidiary of Litton ("WAI"), and WESTERN RESEARCH HOLDINGS, INC., a
Delaware corporation and a wholly-owned subsidiary of WAI ("WRH") on
the second part; and WESTERN ATLAS INTERNATIONAL, INC., a Delaware
corporation ("Western International"), on the third part.
W I T N E S S E T H
WHEREAS, Dresser is the owner of 6,000,000 shares of the Class A
Common Stock of Western International;
WHEREAS, WAI desires to purchase from Dresser and Dresser desires to
sell to WAI (or to a wholly-owned subsidiary of WAI), such shares of
the Class A Common Stock of Western International (the "Shares") upon
the terms and conditions hereinafter set forth; and the parties desire
to effectuate the other transactions provided for herein;
<PAGE>
NOW THEREFORE, in consideration of the premises and the mutual
benefits to be derived from this Agreement, the parties do covenant and
agree as follows:
1. On the Closing Date (as hereinafter defined), Dresser shall
sell to WAI, or a wholly-owned subsidiary of WAI to be designated in
writing to Dresser by WAI, and WAI shall purchase from Dresser or cause
its designated wholly-owned subsidiary to purchase from Dresser, the
Shares for an aggregate purchase price of (a) cash in the amount of
$358,000,000 plus (b) four Subordinated Notes of WAI, each in the
principal amount of $50,000,000, in the form of Exhibit A hereto (the
"Notes"), with the blanks appropriately filled in so that the Notes
mature respectively four, five, six, and seven years from and after the
Closing Date and interest is payable on the last day of each six month
period following the Closing Date.
2. The closing of the transactions contemplated by this Agreement
(the "Closing") shall take place at the offices of Dresser in Dallas,
Texas, commencing at 9:00 a.m. local time on such date as Litton, WAI,
WRH, Dresser, and Western International may mutually determine (the
"Closing Date"), which date shall in no event be later than January 28,
1994. The transfer of the Shares by Dresser shall be deemed to be
effective as of the Effective Date, and shall be so treated by the
<PAGE>
parties on their respective books and records.
3. At the Closing, (i) Dresser will deliver to Litton and WAI the
various certificates, instruments, and documents referred to in Section
7 below, (ii) Litton and WAI will deliver to Dresser the various
certificates, instruments, and documents referred to in Section 8
below, (iii) Dresser will deliver to Litton and WAI certificates
representing the Shares, endorsed in blank or accompanied by duly
executed assignment documents sufficient to vest in WAI or its designee
good and marketable title to the Shares, and (iv) Litton and WAI will
deliver to Dresser the Notes and shall cause to be transferred to
Dresser's Account No. _______________ at _______________ immediately
available funds in the amount of $358,000,000.
4. Litton and WAI hereby represent and warrant to Dresser as
follows:
(a) The execution, delivery, and performance by Litton and WAI
of this Agreement have been duly authorized and approved by the Boards
of Directors of each of such corporations, and no other corporate
action on the part of Litton and WAI is required.
(b) This Agreement has been duly and validly executed and
<PAGE>
delivered on behalf of Litton and WAI and constitutes the valid and
legally binding obligation of Litton and WAI enforceable in accordance
with its terms and conditions, except to the extent the same may be
limited by bankruptcy, insolvency, reorganization, moratorium, or
similar laws affecting creditors' rights generally or by general
equitable principles.
(c) Neither the execution and delivery of this Agreement, nor
compliance with the terms and provisions hereof on the part of Litton
or WAI, has breached or violated or will breach or violate in any
material manner any material statute, law, ordinance, rule, or
regulation of any governmental authority of the United States or any
State thereof, or of any political subdivision thereof, or any of the
terms, conditions, or provisions of the Certificate of Incorporation,
as amended, or By-laws of Litton or WAI or any judgment, order,
injunction, or decree, or any material contract, agreement, or
instrument to which either of them is a party or by which either of
them is bound.
(d) Neither Litton nor WAI has any liability or obligation to
pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which
Dresser could become liable or obligated.
<PAGE>
(e) WAI (or its designated wholly-owned subsidiary) is
purchasing the Shares in order to acquire directly or indirectly
substantially all of the equity interest in Western International and
not with a view to or for sale in connection with any distribution
thereof within the meaning of the Securities Act of 1933, as amended
(the "Act").
WAI hereby represents and warrants to Dresser that the Notes, when
delivered in accordance with Section 3 hereof, shall have been duly and
validly authorized, executed, and delivered by WAI and will constitute
the valid and legally binding obligations of WAI, enforceable in
accordance with their respective terms and conditions except to the
extent the same may be limited by bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting creditors' rights
generally or by general equitable principles.
5. Dresser hereby represents and warrants to Litton and WAI as
follows:
(a) The execution, delivery, and performance by Dresser of
this Agreement have been duly authorized and approved by the Board of
Directors of Dresser; and no other corporate action on the part of
Dresser is required.
<PAGE>
(b) This Agreement has been duly and validly executed and
delivered on behalf of Dresser and constitutes the valid and legally
binding obligation of Dresser enforceable in accordance with its terms
and conditions, except to the extent the same may be limited by
bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting creditors' rights generally or by general equitable
principles.
(c) Neither the execution and delivery of this Agreement, nor
compliance with the terms and provisions hereof on the part of Dresser,
has breached or violated or will breach or violate in any material
manner any material statute, law, ordinance, rule, or regulation of any
governmental authority of the United States or any State thereof, or of
any political subdivision thereof, or any of the terms, conditions, or
provisions of the Certificate of Incorporation or By-laws of Dresser or
any judgment, order, injunction, or decree, or any material contract,
agreement, or instrument to which Dresser is a party or by which
Dresser is bound, except to the extent that Section 5 of the
Shareholders Agreement (as that term is defined in Section 11 below)
may purport to restrict the right of Dresser to sell the Shares.
(d) Dresser is the sole record and beneficial owner of the
Shares, and upon consummation of the transactions provided for herein,
<PAGE>
WAI or its designee will receive good and marketable title to the
Shares free and clear of all agreements, charges, options, security
interests, pledges, liens, encumbrances, claims, and restrictions of
any nature whatsoever.
(e) Dresser has no liability or obligation to pay any fees or
commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement for which Litton or WAI
could become liable or obligated.
(f) Dresser understands that the Notes have not been, and will
not be, registered under the Act, or under any state securities laws,
are being offered and sold in reliance upon federal and state
exemptions for transactions not involving any public offering, and may
not be sold or transferred in the absence of an effective registration
statement under the Act or the availability of an applicable exemption
from registration and exemptions under applicable state securities or
blue sky laws.
6. The respective representations and warranties of the parties
hereto shall survive the consummation of the transactions provided for
herein.
<PAGE>
7. The obligations of Litton and WAI hereunder shall be subject to
the fulfillment on or prior to the Closing Date, of the following
conditions:
(a) The representations and warranties made by Dresser in this
Agreement shall be true and correct in all material respects on and as
of the Closing Date with the same effect as though such representations
and warranties had been made again and reaffirmed on and as of the
Closing Date.
(b) Dresser shall have delivered to Litton and WAI certified
copies of the resolutions adopted by its Board of Directors authorizing
and approving the transactions provided for in this Agreement.
(c) No investigation, suit, action, or other judicial or
governmental proceeding shall be pending or threatened before any court
or governmental agency which in the reasonable opinion of Litton or WAI
and their respective counsel is likely to result in the restraint or
prohibition, or the obtaining of substantial damages or other
substantial relief in connection with this Agreement or the
consummation of the transactions provided for in this Agreement.
(d) All proceedings, corporate or other, to be taken by
<PAGE>
Dresser in connection with the transactions provided for in this
Agreement, and all related documents, shall be reasonably satisfactory
in form and substance to Litton and WAI.
(e) Dresser shall have delivered to Litton and WAI the written
opinion of counsel for Dresser (which counsel may be an employee of
Dresser), dated as of the Closing Date, as to the matters set forth in
Exhibit B.
(f) Dresser shall have submitted to WAI the written
resignations of William E. Bradford, John J. Murphy, and B. D. St.
John, effective as of the Closing Date, as directors of Western
International; the written resignation of John J. Murphy, effective as
of the Closing Date, as Co-Chairman of Western International; and the
written resignation of B. D. St. John as Co-Trustee under Voting Trust
Agreements dated respectively December 1, 1988, April 18, 1990, and May
14, 1991, in connection with the Western Atlas International, Inc. 1988
Restricted Stock Purchase Plan.
8. The obligations of Dresser hereunder shall be subject to the
fulfillment on or prior to the Closing Date, of the following
conditions:
<PAGE>
(a) That certain lease agreement between Western International
as Landlord and Dresser as Tenant, dated as of May 1, 1987, shall have
been amended in the manner set forth in Exhibit C.
(b) The representations and warranties made by Litton and WAI
in this Agreement shall be true and correct in all material respects on
and as of the Closing Date with the same effect as though such
representations and warranties had been made again and reaffirmed on
and as of the Closing Date.
(c) Litton and WAI shall have delivered to Dresser certified
copies of the resolutions adopted by their respective Boards of
Directors authorizing and approving this Agreement and the transactions
provided for herein.
(d) No investigation, suit, action, or other judicial or
governmental proceeding shall be pending or threatened before any court
or governmental agency which in the reasonable opinion of Dresser and
its counsel is likely to result in the restraint or prohibition, or the
obtaining of substantial damages or other substantial relief in
connection with this Agreement or the consummation of the transactions
provided for in this Agreement.
<PAGE>
(e) All proceedings, corporate or other, to be taken by either
of Litton or WAI in connection with the transactions provided for in
this Agreement, and all related documents, shall be reasonably
satisfactory in form and substance to Dresser.
(f) Litton and WAI shall have delivered to Dresser the written
opinion of counsel for Litton and WAI (which counsel may be an employee
of Litton or WAI, as the case may be), dated as of the Closing Date, as
to the matters set forth in Exhibit D.
9. On or prior to the Closing Date, Dresser shall deliver to WAI
or its designee any and all proprietary, confidential, or secret
information and data in the possession of Dresser, its officers,
employees, or agents relating to the business, properties, assets, and
financial prospects (including without limitation any business plans or
projections) of Western International and its subsidiaries, and for a
period of six years from and after the Closing Date shall hold in
confidence and use all reasonable efforts to cause all present and
former directors, officers, and employees of Dresser or any subsidiary
thereof to hold in confidence their knowledge of any and all such
proprietary, confidential, and secret information or data and not to
disclose, publish, or use such information (i) without the prior
written consent of WAI, or (ii) until such information has been
<PAGE>
publicly disclosed by Litton, WAI, WRH or Western International or
otherwise ceased to be secret or confidential as evidenced by general
public knowledge. Nothing in this Section 9 shall be construed to
grant or imply any license in favor of Dresser with respect to any
propriety information of Western International except for those certain
licenses referred to in Section 10.
10. Effective on the Closing Date, the Amalgamation Agreement
("Amalgamation Agreement") dated April 30, 1987, by and among Litton
and WRH, successor in interest by statutory merger to Western
Geophysical Company of America ("Western Geophysical"), a Delaware
corporation, on the first part, (collectively the "Litton Parties"),
and Dresser, on the second part, and Western International, on the
third part, shall terminate and be of no further force and effect
except that the rights and obligations of the parties under the
following Sections and Subsections of the Amalgamation Agreement, and
the other Agreements listed below shall survive and remain in full
force and effect until terminated by their terms:
(i) Section 3 of the Amalgamation Agreement;
(ii) the Tax Separation and Indemnification Agreement
(Exhibit I to the Amalgamation Agreement);
<PAGE>
(iii) the Employee Exhibit (Exhibit K to the Amalgamation
Agreement);
(iv) the License Agreement dated April 30, 1987 between
Western International and Dresser (Schedule M a to
the Amalgamation Agreement) (items (ii) - (iv) being
hereafter sometimes collectively referred to as the
"Constituent Agreements");
(v) Section 4.6 (regarding reasonable efforts to assure
tax-free nature);
(vi) Section 11.1 (further assurances);
(vii) Subsections 11.9 (a) and (c) (regarding license
agreement set forth in Schedule M a);
(viii) Section 11.10 (regarding the use of names and logos);
(ix) Section 11.13 (regarding litigation cooperation);
(x) Section 11.14 (regarding tax returns for periods
prior to 1987); and
<PAGE>
(xi) Sections 14.1 - 14.10 (regarding indemnification with
respect to the foregoing);
provided, however, that any dispute under Subsections 14.1 - 14.10 of
the Amalgamation Agreement or under the Constituent Agreements or with
respect to the Outstanding Issues referred to below, which are not
resolved by agreement, shall be resolved pursuant to the provisions of
Section 20 of this Agreement, notwithstanding anything to the contrary
included in Subsections 14.1 - 14.10 of the Amalgamation Agreement or
in any of the Constituent Agreements. In addition, the parties agree
that, notwithstanding the termination of the Amalgamation Agreement,
the rights and obligations of the parties under the Amalgamation
Agreement with respect to the matters set forth on Schedule 1 to this
Agreement (the "Outstanding Issues") shall remain in effect.
11. Effective the Closing Date, the Shareholders Agreement dated
April 30, 1987, as amended (the "Shareholders Agreement") among Western
Geophysical, Litton and Dresser relating to Western International shall
terminate and be of no further force and effect.
12. Western International will promptly take all commercially
reasonable steps to cause Dresser to be released from all liability
pursuant to any guarantees issued by Dresser which remain outstanding
<PAGE>
with respect to any obligation of Western International ("Dresser
Guarantee"). Effective on the Closing Date, WAI and Western
International shall indemnify, defend, and hold harmless Dresser from
any claims, liability, or obligations Dresser may incur with respect to
any Dresser Guarantee.
13. For a period of three years from and after the Closing Date,
neither Dresser nor any subsidiary of Dresser, shall, directly or
indirectly, own, manage, operate, join, control or participate in the
ownership, management, operation or control in any other manner with
any business competing with Western International or its subsidiaries
(collectively, "WAII") in the Defined Business (as hereinafter defined)
in those places and locales where WAII has or have conducted and
actively engaged (whether directly or indirectly through subsidiaries
or affiliates or otherwise) in the Defined Business on or prior to the
Closing Date.
As used in this Section 13, the term "Defined Business" shall mean
the manufacture of wire line well logging equipment, wire line well
perforating equipment, and explosive charges for well perforating;
providing services of wire line well logging and wire line well
perforating; providing subsurface formation evaluation computer
software and evaluation services; geophysical and surveying services,
<PAGE>
including mapping and interpretation services, for geophysical
applications, magnetic surveys, gravity surveys, and photogrammetry
services for geophysical applications; hydrocarbon core sampling and
analysis; hydrocarbon rock and fluid sampling and analysis; hydrocarbon
reservoir engineering and consulting; seismic sources and seismic
receivers; seismic exploration services including land and marine
seismic surveys, seismic data processing and interpretation, downhole
seismic surveys, and seismic lithologic modeling and the licensing and
marketing of seismic data; development of geophysical software and
computer programs with respect to the foregoing; development of
computer programs for reservoir simulation, modeling, and analysis with
respect to the foregoing; seismic data acquisition and processing
including geophones; hydrophones, vibrators, marine seismic sources,
marine and land cables and connectors, and electronic control systems
for land and marine seismic equipment; seismic data telemetry systems;
and marine navigation equipment for seismic vessels.
Notwithstanding the foregoing, this Section 13 shall not be deemed
to prohibit or restrict in any manner (i) the continued conduct and
operation by Dresser of the business and affairs of Dresser's
Guiberson, Security, Swaco and Waukesha Divisions; M-I Drilling Fluids
Company, a joint venture with Halliburton Company; and B.J. Titan
Services Company, a joint venture with Baker-Hughes, Inc. to the extent
<PAGE>
heretofore conducted, or (ii) the acquisition by asset purchase, stock
purchase, merger, consolidation, or otherwise by Dresser or any
subsidiary of Dresser of the business, properties, rights, and assets
of any corporation, company, partnership, or other business entity
partially engaged in the Defined Business provided that such activities
do not exceed ten percent (10%) of the net revenues or net assets of
such corporation, company, partnership, or other business entity, or
(iii) the direct or indirect ownership by Dresser or any subsidiary of
Dresser of not more than five percent (5%), in the aggregate, of any
class of debt or equity security of any corporation, company,
partnership or other business entity engaged in the Defined Business
provided that such security is traded on a national securities exchange
or regularly quoted on NASDAQ, or (iv) the acquisition, ownership,
management, or control of Baroid Corporation ("Baroid") with respect to
businesses currently conducted by Baroid.
The provisions of this Section 13 shall in no event be deemed to
prohibit or restrict in any manner (i) the continued conduct and
operation by Dresser of the business and affairs of Dresser's present
divisions, operations, or subsidiaries or any business which does not
compete with the Defined Business, or (ii) the continued conduct of any
business of Dresser or its subsidiaries utilizing the techniques used
by the Atlas Business (as defined in the Amalgamation Agreement) and
<PAGE>
its subsidiaries not for the purposes of interpretation of hydrocarbon
exploration or development.
In the event that any provision of this Section 13 shall be held
invalid or unenforceable by a court of competent jurisdiction by reason
of the geographic or business scope or the duration thereof, such
invalidity or unenforceability shall attach only to the scope or
duration of such provision and shall not affect or render invalid or
unenforceable any other provision of this Section 13, and, to the
fullest extent permitted by law, each provision of this Section 13
shall be construed as if the geographic or business scope or the
duration of such provision had been more narrowly drafted so as not to
be invalid or unenforceable.
14. During the continuance of the non-competition covenant set
forth in Section 13, WAII will offer and provide its wireline services
to Dresser, either directly or as a part of a bid package assembled by
Dresser, in geographical areas in which WAII provides the specific
wireline services requested by Dresser and subject to the availability
of equipment for the period requested, under prices, terms and
conditions which are substantially similar in all material respects to
the prices, terms and conditions offered to others. WAII shall not be
prohibited or restricted, however, from offering and providing such
<PAGE>
wireline services to others, either directly or as part of bid package,
which may be in competition with a bid by Dresser, or assembled by
Dresser. As used in this Section 14, the term "Dresser" shall include
any subsidiaries of Dresser.
15. No party to this Agreement shall make, issue, or release any
public announcement, press release, public statement, or public
acknowledgment of the terms, conditions and status of, the transactions
provided for in this Agreement, without the prior written consent of
the other parties as to content and time of release and the media in
which such statement or announcement is to be made; provided, however,
that in the case of announcements, statements, acknowledgments, or
disclosures which any party is required by law or regulations,
including those of public stock exchanges on which the securities of
such party or its affiliates are traded, to make, issue, or release (a
"Legally Required Statement"), the making, issuing, or releasing of any
such Legally Required Statement shall not constitute a breach of this
Agreement, if such party shall have given, to the extent reasonably
possible, three days' prior notice to the other parties, and shall have
attempted, to the extent reasonably possible, to clear such disclosure
with the other parties. Each party agrees that it will not
unreasonably withhold or delay any such consent or clearance.
<PAGE>
16. All notices, requests, demands or other communications under
this Agreement shall be in writing, and shall be given, either by hand
or telex, telecopy, or other telecommunications device capable of
creating a written record (confirmed by mail) or by mailing, certified
or registered mail with first-class postage prepaid, or by overnight
courier (a) if to Litton, to Litton Industries, Inc., 360 North
Crescent Drive, Beverly Hills, California 90210-4867, Telecopy: (310)
859-5940 Attention: General Counsel; (b) if to WAI or to WRH, to
Western Atlas Inc., 360 North Crescent Drive, Beverly Hills, California
90210-4867, Telecopy: (310) 888-2848, Attention: General Counsel; (c)
if to Western International, to Western Atlas International, Inc.,
10205 Westheimer Road, Houston, Texas 77042, Telecopy (713) 266-1717,
Attention: General Counsel; and (d) if to Dresser, to Dresser
Industries, Inc., P. O. Box 718, 2001 Ross Avenue, Dallas, Texas,
75221, Telecopy: (214) 740-6960, Attention: General Counsel or to such
other person or place as any of such parties shall furnish to the other
parties in writing.
17. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute but one and the same instrument, and
shall be deemed effective on and as of the Effective Date.
<PAGE>
18. No failure or delay in the enforcement of any provision of this
Agreement shall operate as a waiver of such provision, nor shall any
single or partial waiver of any breach of any provision of this
Agreement be held to be a waiver of any other or subsequent breach, and
the failure of a party to enforce at any time any provision of this
Agreement shall not be deemed a waiver of any right of any such party
to subsequently enforce such provision. All remedies afforded in this
Agreement are provided in addition to and cumulative of every other
remedy provided in this Agreement or by law or in equity (excluding the
remedy of recission, which the parties hereby waive). No breach of any
covenant, agreement, warranty or representation shall be deemed waived
unless expressly waived in writing by the party who might assert such
breach.
19. Dresser agrees that the remedies of Litton, WAI, WRH, and
Western International at law for any breach or violation of any
provision of Section 9 and Section 13 shall be inadequate and that,
in the event of any such breach or violation, Litton, WAI, WRH, and
Western International shall be entitled to injunctive relief in
addition to any other remedy, at law or in equity, to which they may be
entitled.
20. Any dispute between the parties with respect to this Agreement
<PAGE>
or with respect to the Outstanding Issues or the Constituent Agreements
that cannot be promptly resolved by the parties shall be submitted to
mediation. The mediator shall be jointly selected by the parties
involved in the dispute with the mediation to be held in Houston,
Texas. If the parties cannot jointly agree on the selection of a
mediator, or if the mediation does not result in a resolution of the
dispute, the matter shall be submitted to and finally resolved under
the Rules of the American Arbitration Association ("AAA") by an
arbitrator appointed in accordance with those Rules. The place of the
arbitration shall be in Houston, Texas. The determination by the
arbitrator shall be final and binding upon the parties and shall be
enforceable in any court of competent jurisdiction. The fees and costs
of arbitration shall be evenly divided between the parties to the
arbitration.
21. To the extent that WAI may designate any wholly-owned
subsidiary to purchase the Shares from Dresser pursuant to this
Agreement, WAI hereby unconditionally guarantees to Dresser the payment
of the purchase price for the Shares set forth in Section 1.
22. This Agreement shall be construed, interpreted and enforced in
accordance with the law of the State of Texas without regard to its
choice of law principles and applicable and controlling United States
<PAGE>
federal law. Any legal action, suit or proceeding in law or equity
arising out of or relating to this Agreement or the transactions
provided for in this Agreement may be instituted in the United States
District Court for the Southern District of Texas or in any Texas state
court in Dallas County or Harris County, and each party irrevocably
submits to the jurisdiction of any such court in any such action, suit
or proceeding. Each party agrees not to assert, by way of motion, as a
defense or otherwise, in any action, suit or proceeding, any claim that
it is not subject personally to the jurisdiction of such court, that
its property is exempt or immune from attachment or execution, that the
action, suit or proceeding is brought in an inconvenient forum, that
the venue of the action, suit or proceeding is improper, or that this
Agreement, or the subject matter of this Agreement, may not be enforced
in or by such court.
23. The parties agree to take whatever steps are necessary to
amend, modify or waive those positions of the Voting Trust Agreements
dated December 1, 1988, April 18, 1990 and May 14, 1991 ("Voting
Agreements") with respect to the Western International 1988 Restricted
Stock Purchase Plan relating to Dresser's right to appoint a Co-
Trustee, such Co-Trustee's right to vote shares of Class A Common Stock
of Western International, and any other rights Dresser may have under
the Voting Agreements.
<PAGE>
24. This Agreement shall not confer any rights or remedies upon any
person other than the parties and their respective successors and
permitted assigns.
25. This Agreement (including the documents referred to herein)
constitutes the entire agreement among the parties with respect to the
subject matter hereof and supersedes any prior understandings,
agreements, or representations by or among the parties, written or
oral, to the extent they have related in any way to the subject matter
hereof.
26. This Agreement shall be binding upon and inure to the benefit
of the parties named herein and their respective successors and
permitted assigns. No party may assign either this Agreement or any of
its rights, interests, or obligations hereunder without the prior
written approval of the other parties hereto; provided, however, that
WAI may (i) assign any or all of its rights and interests hereunder to
one or more of its wholly-owned subsidiaries and (ii) designate one or
more of its wholly-owned subsidiaries to perform its obligations
hereunder (in any or all of which cases WAI nonetheless shall remain
responsible for the performance of all of WAI's obligations hereunder).
27. No amendment of any provision of this Agreement shall be valid
<PAGE>
unless the same shall be in writing and signed by the parties hereto.
No waiver by any party of any term or condition hereof shall be valid
unless given in writing, and any such waiver shall be strictly limited
to the matters set forth therein.
28. Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof
or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.
29. Each of the parties hereto will bear its own costs and
expenses, and those of any of its subsidiaries (including legal fees
and expenses), incurred in connection with this Agreement and the
transactions contemplated hereby.
30. The parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of
intent or interpretation arises, this Agreement shall be construed as
if drafted jointly by the parties and no presumption or burden of proof
shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement. Any reference
to any federal, state, local, or foreign statute or law shall be deemed
<PAGE>
also to refer to all rules and regulations promulgated thereunder,
unless the context requires otherwise. The word "including" shall mean
including without limitation.
31. The Exhibits and Schedule identified in this Agreement are
incorporated herein by reference and made a part hereof.
[Signature Pages to Follow]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective duly authorized officers as of the
Effective Date.
DRESSER INDUSTRIES, INC.
By: _________________________
Name: _________________________
Title: _________________________
LITTON INDUSTRIES, INC.
By: _________________________
Name: Joseph T. Casey
Title: Vice Chairman and Chief Financial Officer
<PAGE>
WESTERN ATLAS INC.
By: _________________________
Name: Joseph T. Casey
Title: Vice Chairman and Chief Financial Officer
WESTERN RESEARCH HOLDINGS, INC.
By: _________________________
Name: Joseph T. Casey
Title: Vice President
WESTERN ATLAS INTERNATIONAL, INC.
By: _________________________
Name: Joseph T. Casey
Title: Vice President and Director
<PAGE>
EXHIBIT A Form of Note
EXHIBIT B Matters to be Covered in Opinion of Counsel for
Dresser
EXHIBIT C Form of Amendment to Lease
EXHIBIT D Matters to be Covered in Opinion of Counsel for
Litton and WAI
SCHEDULE 1 Annex of Certain Liabilities
<PAGE>
Exhibit 99.1
DRESSER INDUSTRIES LETTERHEAD
Donald R. Galletly (214/740-6757)
January 28, 1994 FOR IMMEDIATE RELEASE
Dresser Completes Sale
of Western Atlas Interest
DALLAS, TEXAS ... Dresser Industries, Inc. (NYSE: DI) announced today
that it has completed the previously announced sale of its 29.5 percent
interest in Western Atlas International, Inc. to Litton Industries,
Inc. (NYSE: LIT). The sale price for its share was $558 million.
Dresser expects to record an after-tax gain of approximately $150
million from the transaction which will be reported in the Company's
first fiscal quarter ending January 31, 1994.
Headquartered in Dallas, Dresser is a leading supplier of highly
engineered products and services utilized in hydrocarbon energy-related
activities throughout the world.
****************
<PAGE>
