As filed with the Securities and Exchange Commission on August
31, 1994
Registration No. 33-54099
_______________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
on
FORM S-8
to
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933*
DRESSER INDUSTRIES, INC.
(Exact name of Registrant as specified in its Charter)
2001 Ross Ave. Rebecca R. Morris
Dallas, Texas 75201 Vice President - Corporate
Counsel and
Secretary
(214) 740-6000 2001 Ross Ave.
(Address, including zip code,
telephone number and Dallas, Texas 75201
area code of Registrant's principal
executive offices) (214) 740-6000
(Address, including zip
code, and
telephone number,
including area code, of
agent for service)
Delaware 75-0813641 35
(State or other
jurisdiction of (I.R.S. Employer (Primary Standard
incorporation or Identification No.) Classification
organization) Number)
Approximate date of commencement of proposed sale to the
public: Promptly after the filing of this Post-Effective
Amendment.
* Filed as a Post-Effective Amendment on Form S-8 to such
Form S-4 Registration Statement pursuant to the procedure
described herein. See "INTRODUCTORY STATEMENT."
<PAGE>
INTRODUCTORY STATEMENT
Dresser Industries, Inc. ("Dresser" or "Registrant")
hereby amends its Registration Statement on Form S-4 (No.
33-54099) (the "Form S-4"), by filing this Post-Effective
Amendment No. 1 on Form S-8 (the "Post-Effective Amendment")
relating to the sale of up to 496,526 shares of the common
stock, par value $.25 per share, of Dresser ("Dresser Common
Stock") issuable upon the exercise of stock options granted
or reserved for granting under the Wheatley TXT Corp.
("Wheatley") 1990 Stock Option Plan (the "Plan").
On August 5, 1994, WTXT Acquisition Corporation, a
Delaware corporation and wholly owned subsidiary of Dresser,
was merged with and into Wheatley, a Delaware corporation.
As a result of such merger (the "Merger"), Wheatley has
become a wholly owned subsidiary of Dresser and each
outstanding share (other than shares owned by Dresser,
Wheatley or any direct or indirect wholly owned subsidiary
of Dresser or Wheatley) of common stock, par value $.01 per
share, of Wheatley ("Wheatley Common Stock"), has been
converted into 0.7 shares of Dresser Common Stock. Pursuant
to the Merger, each outstanding option or stock appreciation
right issued or reserved for issuance pursuant to the Plan
will no longer be exercisable for shares of Wheatley Common
Stock but, instead, will constitute an option to acquire, on
the same terms and conditions as were applicable under such
option, shares of Dresser Common Stock in lieu of shares of
Wheatley Common Stock.
2<PAGE>
PART II
Item 3. Incorporation of Certain Documents by Reference.
The following documents, which have been filed by
Dresser with the Securities and Exchange Commission ("SEC")
(File No. 1-4003), 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 Quarterly Report on Form 10-Q for the
period ended April 30, 1994, as amended by Amendment
No. 1 to such Quarterly Report on Form 10-Q/A dated
June 24, 1994.
(4) Dresser's Current Reports on Form 8-K dated
December 9, 1993, December 29, 1993 and January 28,
1994.
(5) 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.
(6) Annual Report of Baroid Corporation ("Baroid") on
Form 10-K for its fiscal year ended December 31, 1993.
(7) Baroid's Current Reports on Form 8-K dated January
14, 1994 and January 18, 1994.
(8) Baroid's prospectus dated April 16, 1993, filed
pursuant to Rule 424(b) under the Securities Act.
(9) The description of the Dresser Stock Purchase
Rights, including a description of the Dresser Common
Stock (contained in Exhibit 1 to the Registration
Statement on Form 8-A filed by Dresser with the
Commission August 30, 1990, as amended by Amendment No.
1 on Form 8 filed with the Commission on October 3,
1990).
All documents and reports filed by Dresser pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date hereof and prior to the filing of a post-effective
amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the respective
3<PAGE>
dates of filing of such documents or reports. All
information appearing in this registration statement 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 hereof to
the extent that a statement contained herein (or in any
subsequently filed document which also is or is deemed to be
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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the Dresser Common Stock to be issued
under the Plan has been passed upon by Rebecca R. Morris,
Vice President - Corporate Counsel and Secretary of Dresser
who, as of July 6, 1994, owned 3,960 shares of Dresser
Common Stock.
The consolidated financial statements of Dresser
Industries, Inc. ("Dresser") 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 Dresser's Current Report on Form 8-
K dated January 21, 1994, as amended by Dresser's Form 8-K/A
dated March 10, 1994, have been incorporated by reference in
this Proxy Statement/Prospectus in reliance on the reports
of Price Waterhouse, independent accountants, given on the
authority of said firm as experts in auditing and
accounting.
The consolidated financial statements of Baroid
Corporation and Subsidiaries appearing in Baroid
Corporation's Annual Report (Form 10-K) at December 31, 1993
and 1992, and for each of the two years in the period ended
December 31, 1993, incorporated by reference in this Proxy
Statement/Prospectus and the Registration Statement, have
been audited by Ernst & Young, independent auditors, as set
forth in their reports included therein which, as to the
4<PAGE>
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 report thereon appearing elsewhere therein. Such
consolidated financial statements are incorporated by
reference in reliance upon such reports given upon the
authority of such firms as experts in accounting and
auditing.
The supplemental consolidated financial statements of
Baroid Corporation and Subsidiaries appearing in Baroid
Corporation's prospectus dated April 16, 1993 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.
Item 6. Indemnification of Directors and Officers.
Pursuant to Section 145 of the Delaware General
Corporation Law ("DGCL"), a corporation may indemnify any
person who is or was a party or is threatened to be made a
party to any action, suit, or proceeding (other than an
action by or in the right of the corporation) by reason of
the fact that he is or was a director, officer, employee or
agent of the corporation or is or was serving at the request
of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with
respect to any criminal proceeding, had no reasonable cause
to believe his conduct was unlawful. In an action by or in
the right of the corporation, a corporation may indemnify
any such person against expenses actually and reasonably
incurred by him in connection with the defense or settlement
of such action if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation and, except that no
indemnification shall be made in respect of any claim or
issue as to which such person is adjudged to be liable to
the corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action
was brought shall determine that, despite the adjudication
of liability but in view of all the circumstances of the
5<PAGE>
case, such person is fairly and reasonably entitled to
indemnity for such expenses, which the court shall deem
proper. Indemnification, unless ordered by the court, shall
be made by the corporation only as authorized in the
specific case upon a determination that indemnification of
such person is proper in the circumstances because he has
met the applicable standard of conduct. Such determination
is made (1) by the board of directors by a majority vote of
a quorum consisting of disinterested directors, or (2) by
independent legal counsel in a written opinion, or (3) by
the stockholders. To the extent that a director, officer,
employee or agent of a corporation has been successful on
the merits or otherwise in defense of any such matter,
Section 145 requires that the corporation indemnify him
against expenses actually and reasonably incurred by him in
his defense. Further, expenses may be paid by the
corporation in advance of final disposition of the matter
upon receipt of an undertaking by or on behalf of such
director, officer, employee or agent to repay such amount if
it shall ultimately be determined that he is not entitled to
be indemnified. Such indemnification and advancement of
expenses is not deemed exclusive of any other right to which
a director or officer might be entitled under any by-law,
agreement, vote of stockholders or disinterested directors
or otherwise. Section 145 also empowers a corporation to
purchase and maintain insurance on behalf of any person who
might be indemnified thereunder whether or not the
corporation would have the power to indemnify him against
such liability under such Section.
6<PAGE>
The Registrant's Restated Certificate of Incorporation,
as amended, provides for indemnification of certain persons
including directors and officers to the fullest extent
permitted under Section 145 of the DGCL.
Insurance is maintained by the Registrant covering
certain expenses, liabilities or losses which may be
incurred by any person by reason of his being a director or
officer of the Registrant or a subsidiary corporation,
partnership, joint venture, trust or other enterprise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index that immediately
precedes the exhibits filed with this Post-Effective
Amendment No. 1 to Registration Statement.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of
1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts
or events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that the undertakings set forth
in paragraphs (i) and (ii) above do not apply if
the registration statement is on Form S-3 or Form
S-8 and the information required to be included in
7<PAGE>
a post-effective amendment by those paragraphs is
contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such
post-effective amendment shall be deemed to be a
new registration statement relating to the
securities offered therein, and the offering of
such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby further
undertakes that, for the purposes of determining any
liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable,
each filing of any employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as the indemnification for liabilities
arising under the Securities Act may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection
with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final
8<PAGE>
adjudication of such issue.
9<PAGE>
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 on Form S-8 to the Registration Statement on
Form S-4 (Registration No. 33-54099) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, State of Texas, on the 30th day of August,
1994.
DRESSER INDUSTRIES, INC.
By: * George H. Juetten
George H. Juetten,
Vice President - Controller<PAGE>
Pursuant to the requirements of the Securities Act
of 1933, this Post-Effective Amendment No. 1 on Form S-8 to
the Registration Statement on Form S-4 (Registration No. 33-
54099) has been signed by the following persons in the
capacities and as of the date indicated.
Signature Title Date
* JOHN J. MURPHY Chairman of the August 30,
John J. Murphy Board (Principal 1994
Executive Officer)
* B. D. ST. JOHN Vice Chairman August 30,
B. D. St. John (Principal 1994
Financial Officer)
* GEORGE H. JUETTEN Vice President- August 30,
George H. Juetten Controller 1994
(Principal
Accounting Officer)
* WILLIAM E. BRADFORD Director August 30,
William E. Bradford 1994
* SAMUEL B. CASEY, JR. Director August 30,
Samuel B. Casey, Jr. 1994
* LAWRENCE S. Director August 30,
EAGLEBURGER 1994
Lawrence S. Eagleburger
* RAWLES FULGHAM Director August 30,
Rawles Fulgham 1994
* JOHN A. GAVIN Director August 30,
John Gavin 1994
* RAY L. HUNT Director August 30,
Ray L. Hunt 1994
* J. LANDIS MARTIN Director August 30,
J. Landis Martin 1994
* LIONEL H. OLMER Director August 30,
Lionel H. Olmer 1994
* JAY A PRECOURT Director August 30,
Jay A. Precourt 1994
* RICHARD W. VIESER Director August 30,
Richard V. Vieser 1994
*BY:/s/ Stanley E. McGlothlin
Stanley E. McGlothlin
(Attorney-in-Fact)<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
**5.1 Opinion of Rebecca R. Morris as to the
legality of securities being offered.
*23.1 Consent of Price Waterhouse LLP
*23.2 Consent of Arthur Andersen & Co.
*23.3 Consent of Coopers & Lybrand.
*23.4 Consent of Ernst & Young.
**23.5 Consent of Rebecca R. Morris is contained in
her opinion.
**24.1 Powers of Attorney.
* Filed herewith
** Previously filed<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Post-Effective Amendment No.1 on Form S-8 to the
Registration Statement on Form S-4 of Dresser Industries,
Inc. of our report dated December 9, 1993, relating to the
consolidated financial statements of Dresser Industries,
Inc., which appears on page 22 of Dresser Industries, Inc.'s
Annual Report on Form 10-K for the year ended October 31,
1993; our report dated November 12, 1992, relating to the
consolidated financial statements of Dresser-Rand Company,
which appears on page 3 of the consolidated financial
statements of Dresser-Rand Company in such Annual Report on
Form 10-K; and our report on the Dresser-Rand Financial
Statement Schedules, which appears on page 19 of the
consolidated financial statements of Dresser-Rand Company in
such Annual Report on Form 10-K. We also consent to the
incorporation by reference of our report dated February 9,
1994 on the supplemental consolidated financial statements
of Dresser Industries, Inc., which appears on page F-11 of
Amendment No. 1 on Form 8-K/A to Dresser's Current Report on
Form 8-K dated January 21, 1994.
/s/ PRICE WATERHOUSE LLP
Dallas, Texas
August 23, 1994<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Sub Sea International Inc.:
As independent accountants, we hereby consent to the use of
our reports included herein or made a part of this
registration statement of Dresser Industries, Inc. on Form
S-8 and to the reference to our firm under the heading
"Experts" in the registration statement.
/s/ ARTHUR ANDERSEN & CO.
New Orleans, Louisiana
August 24, 1994<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Post-
Effective Amendment No. 1 on Form S-8 to the Registration
Statement on Form S-4 (33-54099) of Dresser Industries, Inc. of
our report dated March 3, 1992 on our audits of the financial
statements and financial statement schedules of Baroid
Corporation and Subsidiaries as of and for the year ended
December 31, 1991. We also consent to the reference to our firm
under the caption "Experts".
/s/Coopers & Lybrand
Houston, Texas
August 29, 1994<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in Post-Effective Amendment No.1 (Form S-8 No. 33-
54099) to the Registration Statement (Form S-4) and related
prospectus of Dresser Industries, Inc,. for the registration of
common stock, par value $.25 per share, of Dresser Industries,
Inc. issuable upon the exercise of stock options granted or
reserved for granting under the Wheatley TXT Corp. 1990 Stock
Option Plan and to the incorporation by reference of our reports
(i) dated January 21, 1994, with respect to the consolidated
financial statements and schedules of Baroid Corporation and
Subsidiaries included in its Annual Report (Form 10-K) for the
year ended December 31, 1993, filed with the Securities and
Exchange Commission, and (ii) dated March 1, 1993, with respect
to the supplemental consolidated financial statements and
schedules of Baroid Corporation and Subsidiaries included in its
Registration Statement (Form S-3 No. 33-60174) and related
Prospectus, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG
Houston, Texas
August 24, 1994<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director and/or officer of DRESSER INDUSTRIES, INC., a
Delaware corporation (the "Company"), hereby constitutes and
appoints REBECCA 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 re-substitution, for him
and in his name, place and stead, in any and all capacities, to
sign, execute and file with the Securities and Exchange
Commission any and all documents referred to below relating to
the registration of shares of Dresser Common Stock, par value
$.25 per share, which may be offered in connection with the
Agreement and Plan of Merger between the Company, Wheatley TXT
Corp. and WTXT Acquisition Corporation: a Registration
Statement on Form S-4 under the Securities Act of 1933, as
amended, and any amendments (including post-effective
amendments) thereto with all exhibits, and any and all
documents required to be filed with respect thereto, 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 Director and/or
officer of the Company has hereunto set his hand this 7th day
of June 1994.
/s/ J. LANDIS MARTIN
J. Landis Martin
Director<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director and/or officer of DRESSER INDUSTRIES, INC., a
Delaware corporation (the "Company"), hereby constitutes and
appoints REBECCA 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 re-substitution, for him
and in his name, place and stead, in any and all capacities, to
sign, execute and file with the Securities and Exchange
Commission any and all documents referred to below relating to
the registration of shares of Dresser Common Stock, par value
$.25 per share, which may be offered in connection with the
Agreement and Plan of Merger between the Company, Wheatley TXT
Corp. and WTXT Acquisition Corporation: a Registration
Statement on Form S-4 under the Securities Act of 1933, as
amended, and any amendments (including post-effective
amendments) thereto with all exhibits, and any and all
documents required to be filed with respect thereto, 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 Director and/or
officer of the Company has hereunto set his hand this 7th day
of June 1994.
/s/ JAY A. PRECOURT
Jay A. Precourt
Director<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director and/or officer of DRESSER INDUSTRIES, INC., a
Delaware corporation (the "Company"), hereby constitutes and
appoints REBECCA 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 re-substitution, for him
and in his name, place and stead, in any and all capacities, to
sign, execute and file with the Securities and Exchange
Commission any and all documents referred to below relating to
the registration of shares of Dresser Common Stock, par value
$.25 per share, which may be offered in connection with the
Agreement and Plan of Merger between the Company, Wheatley TXT
Corp. and WTXT Acquisition Corporation: a Registration
Statement on Form S-4 under the Securities Act of 1933, as
amended, and any amendments (including post-effective
amendments) thereto with all exhibits, and any and all
documents required to be filed with respect thereto, 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 Director and/or
officer of the Company has hereunto set his hand this 7th day
of June 1994.
/s/ GEORGE H. JUETTEN
George H. Juetten
Vice President - Controller<PAGE>
