As Filed with the Securities and Exchange Commission on April
11, 1994
Registration No. 33-
_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
DRESSER INDUSTRIES, INC.
BAROID CORPORATION
(Exact name of registrant as specified in its charter)
Delaware - Dresser 35 75-0813641 - Dresser
Delaware - Baroid 2899 76-0319642 - Baroid
(State or other juris- (Primary Standard (I.R.S. Employer
diction of incorporation Industrial Class- Identification No.
or organization) ification Code Number)
2001 Ross Avenue Rebecca R. Morris
Dallas, Texas 75221 Vice President -
(214) 740-6000 Corporate Counsel and
(Address, including zip Secretary
code, and telephone 2001 Ross Avenue
number, including area Dallas, Texas 75201
code, of Registrant's (214) 740-6000
principal executive (Name, address, zip code, and
offices) telephone number, including
area code, of agent for
service)
____________________ <PAGE>
Approximate date of commencement of proposed sale to the
public: As soon as possible after this Registration Statement
becomes effective.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company
and there is compliance with General Instruction G, check the
following box. _____
_________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each maximum maximum
class of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered unit price fee(3)
_________________________________________________________________________
Dresser
Guarantees of
Senior Notes
due
2003 $150,000,000 (1) (1) $0
Baroid 8%
Senior Notes
due 2003, as
amended <PAGE>
(2) N/A N/A 53,224.14
(1) No payment will be received by Dresser Industries, Inc.
for the Guarantees.
(2) This Registration Statement also relates to the aggregate
principal amount of Baroid 8% Senior Notes due 2003, as
amended by the Proposed Amendment described herein, which
remain outstanding after consummation of the Solicitation
described herein, to the extent such notes are deemed to be
"new securities" after giving effect thereto.
(3) The registration fee has been calculated pursuant to Rule
457(f)(1) and (f)(3) under the Securities Act of 1933, as
amended, on the basis of the aggregate market value as of
April 7, 1994 of the Baroid 8% Senior Notes due 2003 sought to
be amended by the Registrant in the Solicitation deducting
therefrom $150,000 in cash to be paid by the Registrant to the
noteholders in connection with the Solicitation assuming
receipt of 100% Consents. (Cover page continues)
<PAGE>
(Continuation of cover page)
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as
the Commission acting pursuant to said Section 8(a), may
determine.
____________________________
<PAGE>
DRESSER INDUSTRIES, INC.
CROSS REFERENCE SHEET
Pursuant to Item 501 (b) of Regulation S-K
Location in Consent
Solicitation
Item Number to Form S-4 Statement/Prospectus
A. INFORMATION ABOUT THE TRANSACTION
1. Forepart of Registration
Statement and Outside Front
Cover Page of Prospectus Outside From Cover
Page; Cross
Reference Sheet
2. Inside Front and Outside Back
Cover Pages of
Prospectus Inside Front Cover
Page; Outside Back
Cover Page
3. Risk Factors, Ratio of
Earnings to Fixed Charges and
Other Information Summary; Selected
Consolidated
Financial
Information; Ratio
of Earnings to Fixed
Charges; The
Companies
4. Terms of the Transaction Summary; The
Proposed Amendment;
Description of the
Guarantee; The
Solicitation;
Federal Income Tax
Consequences
<PAGE>
5. Pro Forma Financial
Information *
6. Material Contacts with the
Company being acquired *
7. Additional Information
Required for Reoffering by
Persons and Parties Deemed to
be Underwriters *
8. Interest of Named Experts and
Counsel *
9. Disclosure of Commission
Position on Indemnification
for Securities Act
Liabilities *
B. INFORMATION ABOUT THE REGISTRANT
10. Information with Respect to
S-3 Registrants Available
Information;
Incorporation of
Certain Documents by
Reference; Selected
Consolidated
Financial
Information; Ratio
of Earnings to Fixed
Charges;
Capitalization of
Dresser
11. Incorporation of Certain
Information by Reference Available
Information;
Incorporation of
<PAGE>
Certain Documents by
Reference
12. Information with Respect to
S-2 or S-3 Registrants *
13. Incorporation of Certain
Information by Reference *
14. Information with Respect to
Registrants other than S-2
or S-3 Registrants *
C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED
15. Information with Respect to
S-3 Companies *
16. Information with Respect to
S-2 or S-3 Companies *
17. Information with Respect to
Companies other than S-2
or S-3 Companies *
D. VOTING AND MANAGEMENT INFORMATION
18. Information if Proxies,
Consents or Authorizations
are to be Solicited Summary; Incorporation
of Certain Information
by Reference; The
Solicitation
19. Information if Proxies,
Consent or Authorizations
are not to be Solicited or
in an Exchange Offer *
__________________
<PAGE>
* Item is omitted because not applicable.
<PAGE>
Information contained herein is subject to completion or
amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of these securities in any
State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such State.
SUBJECT TO COMPLETION, DATED APRIL 11, 1994
CONSENT SOLICITATION STATEMENT/PROSPECTUS
BAROID CORPORATION
Solicitation of Consents to Amendment
of
the Indenture Governing its
8% Senior Notes Due 2003
(CUSIP No. 068277AA0)
and Prospectus
DRESSER INDUSTRIES, INC.
Prospectus
Baroid Corporation ("Baroid") hereby solicits (the
"Solicitation") the consent ("Consent") of registered holders
of its 8% Senior Notes due 2003 (the "Notes") as of
__________, 1994 (the "Record Date") to an amendment (the
"Proposed Amendment") to the Indenture (the "Indenture") dated
as of April 22, 1993 between Baroid and Texas Commerce Bank
National Association (the "Trustee"), pursuant to which the
Notes were issued. The purpose of the Solicitation and the
Proposed Amendment is to amend or eliminate substantially all
the principal protective covenants contained in the Indenture
to enable Baroid to be operated without the restrictions of
such covenants as a wholly-owned subsidiary of Dresser
<PAGE>
Industries, Inc. ("Dresser"). On January 21, 1994 (the
"Merger Effective Date"), BCD Acquisition Corporation, a
wholly owned subsidiary of Dresser, was merged with and into
Baroid (the "Merger"), the outstanding shares of common stock
of Baroid, $.10 par value per share, were converted to shares
of common stock, $.25 par value per share, of Dresser; and
Baroid became a wholly owned subsidiary of Dresser.
In the event the Proposed Amendment is adopted, (i)
Dresser will fully and unconditionally guarantee (the
"Guarantee") the due and punctual payment of the principal of
and interest on the Notes as amended by the Proposed Amendment
(the "Amended Notes") and (ii) Baroid will pay to each holder
of Notes as of the Record Date who delivers a valid Consent in
favor of the Proposed Amendment prior to the Expiration Date
(as defined below) and does not revoke such Consent prior to
the Effective Time (as defined below) a consent fee in an
amount equal to $1.00 for each $1,000 principal amount of
Notes (the "Consent Fee"). See "The Solicitation -- Consent
Fee."
This Consent Solicitation Statement/Prospectus is being
furnished to registered holders of Notes as of the Record Date
in connection with the Solicitation. This Consent
Solicitation Statement/Prospectus constitutes (i) a Prospectus
of Dresser with respect to the Guarantee to be issued in the
event the Proposed Amendment is effected, (ii) a Prospectus of
Baroid with respect to any deemed issuance of securities to
the extent the Amended Notes are deemed to be "new securities"
after giving effect to the transactions herein, and (iii) the
Solicitation Statement of Baroid with respect to the
Solicitation.
THE SECURITIES OFFERED PURSUANT TO THIS CONSENT SOLICITATION
STATEMENT/PROSPECTUS 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 CONSENT SOLICITATION STATEMENT/PROSPECTUS.
<PAGE>
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE
________________, 1994
(Cover page continued)
<PAGE>
(Continuation of cover page)
The Solicitation is being made upon the terms and is
subject to the conditions in this Consent Solicitation
Statement/Prospectus and the accompanying form of Consent.
See "The Solicitation." Adoption of the Proposed Amendment
requires the Consents of the registered holders as of the
Record Date of at least a majority (the "Requisite Consents")
in aggregate outstanding principal amount of Notes. Pursuant
to the terms of the Indenture, Notes owned by Baroid or any
"Affiliate" (as defined in the Indenture) of Baroid are deemed
not to be outstanding for purposes of determining whether the
Requisite Consents have been obtained. Only the persons in
whose names the Notes are registered as of the Record Date in
the registry maintained by the Trustee under the Indenture, or
persons who hold valid proxies from such registered holders,
will be eligible to consent to the Proposed Amendment. For
purposes of this Consent Solicitation Statement/Prospectus,
the term "record holder" or "registered holder" shall be
deemed to include The participant (the "DTC Participants")
through which a beneficial owner's Notes are held in the
Depository Trust Company ("DTC"). See "The Solicitation --
Consent Procedures."
If Baroid delivers the Requisite Consents to the Trustee
and the Proposed Amendment is to be effected, Dresser, Baroid
and the Trustee will execute a supplemental indenture (the
"Supplemental Indenture") effecting the Proposed Amendment and
the Guarantee, whereupon the Proposed Amendment will be
binding upon and the Guarantee will inure to the benefit of
each holder of the Notes, whether or not such holder delivered
a Consent. See "The Proposed Amendment " and "Description of
Guarantee."
THE SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK TIME,
ON _____________, 1994, UNLESS EXTENDED FOR A SPECIFIED PERIOD
OR ON A DAILY BASIS UNTIL THE REQUISITE CONSENTS HAVE BEEN
RECEIVED (THE "EXPIRATION DATE"). SEE "THE SOLICITATION --
EXPIRATION DATE; EXTENSION; AMENDMENTS." HOLDERS AS OF THE
<PAGE>
RECORD DATE MAY REVOKE THEIR CONSENTS AT ANY TIME UP TO, BUT
SUCH CONSENTS WILL BECOME IRREVOCABLE UPON, THE EXECUTION OF
THE SUPPLEMENTAL INDENTURE BY BAROID, DRESSER AND THE TRUSTEE
(THE "EFFECTIVE TIME"), WHICH WILL NOT BE PRIOR TO THE
EXPIRATION DATE. SEE "THE SOLICITATION -- REVOCATION OF
CONSENTS."
Holders who consent to the Proposed Amendment will be
deemed to have waived any defaults and their consequences
under the Indenture or Notes. As of the date of this Consent
Solicitation Statement/Prospectus, there were no uncured
defaults under the Indenture.
THE OFFER OF SECURITIES HEREUNDER IS NOT BEING MADE TO,
AND BAROID WILL NOT SOLICIT CONSENTS FROM, HOLDERS OF NOTES IN
ANY JURISDICTION IN WHICH THE OFFER OF THE SECURITIES OR THE
SOLICITATION OR THE ACCEPTANCE THEREOF WOULD NOT BE IN
COMPLIANCE WITH THE APPLICABLE SECURITIES OR BLUE SKY LAWS.
The Solicitation Agent is: LEHMAN BROTHERS INC.
The Information Agent is: D. F. KING & CO., INC.
Questions and requests for assistance may be directed to
D. F. King & Co., Inc., the Information Agent, or to Lehman
Brothers Inc., the Solicitation Agent, at any of their
respective addresses and telephone numbers set forth on the
last page of this Consent Solicitation Statement/Prospectus.
Additional copies of this Consent Solicitation
Statement/Prospectus and the Consent may be obtained from the
Information Agent.
<PAGE>
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,
files 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, on which exchange Dresser's
common stock and the Notes are listed.
Upon consummation of the Solicitation and the execution
of the Supplemental Indenture, Baroid will cease to be subject
to the information and the reporting requirements of the
Exchange Act. Dresser expects to continue to make its
Exchange Act periodic report filings. Any financial
statements provided in such filings made by Dresser will
include financial information of Baroid, presented on a
consolidated basis.
Dresser and Baroid have filed with the Commission a
Registration Statement 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 Guarantee and Amended Notes offered hereby. This
<PAGE>
Consent Solicitation Statement/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 thereof are available for
inspection and copying as set forth above. Statements
contained in this Consent Solicitation Statement/Prospectus or
in any document incorporated in this Consent Solicitation
Statement/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.
No person has been authorized to give any information or
to make any representation other than those contained or
incorporated by reference in this Consent Solicitation
Statement/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 Baroid or any other
person. This Consent Solicitation Statement/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 Consent
Solicitation Statement/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 and Baroid 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.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Consent Solicitation Statement/Prospectus
incorporates certain documents by reference which are not
presented herein or delivered herewith. These documents
(other than exhibits to such documents unless such exhibits
are specifically incorporated by reference) are available to
any person, including any beneficial owner, upon request from,
Rebecca R. Morris, Vice President - Corporate Counsel and
Secretary, Dresser Industries, Inc., 2001 Ross Ave., Dallas,
Texas 75201, telephone number (214) 740-6000. In order to
ensure timely delivery of these documents, any request should
be made by ___________________________, 1994.
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 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.
5) Baroid's Annual Report on Form 10-K for its fiscal
year ended December 31, 1993.
6) Baroid's Current Reports on Form 8-K dated January
14, 1994 and January 18, 1994.
7) Baroid's final prospectus dated April 16, 1993,
filed pursuant to Rule 424(b) under the Securities
Act.
<PAGE>
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 Solicitation 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 Consent Solicitation
Statement/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 Consent
Solicitation Statement/Prospectus 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.
<PAGE>
SUMMARY
The following summary is qualified in its entirety by the
detailed information and financial statements and notes
thereto contained elsewhere or incorporated by reference in
this Consent Solicitation Statement/Prospectus. See
"Incorporation of Certain Documents by Reference."
The Companies
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. Baroid is a wholly owned subsidiary of Dresser.
Baroid was recently acquired by Dresser pursuant to an
Agreement and Plan of Merger dated as of September 7, 1993,
which was approved by the stockholders of both Baroid and
Dresser in separate meetings on January 19, 1994. Baroid is a
worldwide provider of specialized products and services to the
oil and gas industry.
Dresser and Baroid's principal executive offices are
located at 2001 Ross Avenue, Dallas, Texas 75201 and their
telephone number is (214) 740-6000.
The Solicitation
Baroid is soliciting the Consents of registered holders
of the Notes as of the Record Date to the Proposed Amendment.
The purpose of the Solicitation and the Proposed Amendment is
to eliminate or amend certain restrictive covenants contained
in the Indenture to enable Dresser to operate Baroid as a
wholly owned subsidiary without the restrictions and
limitations contained in such covenants.
<PAGE>
In the event the Proposed Amendment is effected, (i)
Dresser will fully and unconditionally guarantee the due and
punctual payment of the principal of and interest on the
Amended Notes and (ii) Baroid will pay a Consent Fee to each
registered holder of Notes, as of the Record Date, who
delivers a valid Consent in favor of the Proposed Amendment
prior to the Expiration Date and does not revoke such Consent
prior to the Effective Time in an amount in cash equal to
$1.00 for each $1,000 principal amount of Notes.
Holders as of the Record Date who fail to deliver valid
Consents or who revoke their Consent prior to the Effective
Time will not receive a Consent Fee. See "The Solicitation --
Consent Fee."
Purposes and Effects of the Solicitation and Guarantee Offer
The Solicitation is intended to increase Dresser's
flexibility to operate Baroid as a wholly owned subsidiary by
(1) eliminating the Limitation on Debt in Section 3.08 of the
Indenture, the Limitation on Restricted Payments in Section
3.09, the Limitation on Liens in Section 3.10 and the
Limitation on Transactions with Affiliates in Section 3.11;
(2) modifying the reporting requirements in Section 3.07, the
Limitations on Sale-Leaseback Transactions in Section 3.15,
the Limitation on Merger and Sale of Assets in Sections 4.01
and 4.02, the Events of Default and Acceleration in Sections
5.01 and 5.02, in each case to conform to the less restrictive
provisions in the indenture dated as of June 1, 1993 between
Dresser and Nationsbank of Texas, N.A. governing Dresser's
outstanding notes; (3) adding the guarantee to the Indenture
and a Restriction on Creation of Secured Debt and (4) making
certain other changes in the Indenture of a technical or
conforming nature. To encourage holders of Notes to
participate in the Solicitation, Dresser will fully and
unconditionally guarantee the Amended Notes pursuant to the
Guarantee and Baroid will pay the Consent Fee as discussed
above. See "The Proposed Amendment."
<PAGE>
The Notes were issued on April 22, 1993. At that time,
the Notes were rated BB+, Ba1 and BBB- by Standard and Poor's
Corporation ("S&P"), Moody's Investors Service, Inc.
("Moody's") and Duff & Phelps Credit Rating Co. ("D&P"),
respectively. On September 7, 1993, Dresser announced that it
had entered into an agreement to acquire Baroid. The Merger
was completed on January 21, 1994. On January 19, 1994, S&P
raised its rating on the Notes from BB+ to A- and removed the
Notes from creditwatch. S&P indicated that the revised rating
reflected the credit quality and outlook of Dresser, which
"intends to guarantee Baroid's debt." On February 16, 1994,
Moody's placed its Ba1 rating of the Notes on review for
possible upgrading pending the outcome of this Consent
Solicitation. On September 7, 1993, D&P placed its BBB-
rating on the Notes on "Ratings Watch - Favorable" based upon
the future assumption by Dresser of Baroid's obligations. THE
NOTES ARE NOT CURRENTLY GUARANTEED BY DRESSER.
Upon receipt of the Requisite Consents and execution and
delivery of the Supplemental Indenture, the Proposed Amendment
will become effective, and each Note will be deemed amended
thereby and will be governed by the Indenture as amended by
the Supplemental Indenture. Thereafter, all current holders
of the Notes, including non-consenting holders, and all
subsequent holders of Notes will be bound by the Proposed
Amendment and will have the benefit of the Guarantee.
Requisite Consents
Adoption of the Proposed Amendment requires the receipt
of the Requisite Consents, consisting of the Consent of the
registered holders of Notes, as of the Record Date, of a
majority in aggregate principal amount of the Notes
outstanding and not owned by Baroid or any of its Affiliates.
As of the date of this Consent Solicitation
Statement/Prospectus, $150,000,000 of Notes were outstanding
and none were held by Baroid or its Affiliates.
<PAGE>
The failure of a holder of Notes to deliver a Consent
(including any failures resulting from broker non-votes) will
have the same effect as if such holder had voted "Against" the
Proposed Amendment. See "The Solicitation -- Requisite
Consents."
Expiration Date and Effective Time; Extensions
The term "Expiration Date" means 5:00 p.m., New York
time, on ___________________,1994, unless Baroid, in its sole
discretion, extends the period during which the Solicitation
is open, in which event the term "Expiration Date" means the
latest time and date to which the Solicitation is so extended.
Baroid reserves the right to extend the Solicitation at any
time, whether or not the Requisite Consents have been
received, by giving oral or written notice to the Trustee no
later than 9:00 a.m., New York time, on the next business day
after the previously announced Expiration Date. Any such
extension will be followed as promptly as practicable by
notice thereof by press release or other public announcement
(or by written notice to the registered holders of the Notes
as of the Record Date). Such announcement or notice may state
that Baroid is extending the Solicitation for a specified
period of time or on a daily basis until 5:00 p.m., New York
time, on the date on which the Requisite Consents have been
received.
Consents will be irrevocable at the Effective Time (the
time that Dresser, Baroid and the Trustee execute the
Supplemental Indenture, which will not be prior to the
Expiration Date). See "The Solicitation--Revocation of
Consents." Subject to the satisfaction of certain conditions
(see "The Solicitation--Conditions of the Solicitation"),
promptly after the Expiration Date, Dresser, Baroid and the
Trustee will execute the Supplemental Indenture, which will be
effective upon its execution. Thereafter, all current holders
of the Notes, including non-consenting holders, and all
subsequent holders of the Notes will be bound by the Proposed
Amendment and will have the benefit of the Guarantee. See
<PAGE>
"The Proposed Amendment" and "Description of the Guarantee."
Consent Fee
Registered holders of Notes as of the Record Date whose
properly executed Consents are received prior to the
Expiration Date and not revoked prior to the Effective Time
will be eligible to receive the Consent Fee. The Consent Fee
will be $1.00 in cash for each $1,000 in principal amount of
Notes with respect to which a Consent is received and not
revoked prior to the Effective Time. Only holders of Notes as
of the Record Date who timely consent without revocation to
the Proposed Amendment will be eligible to receive the Consent
Fee. Any subsequent transferees of such holders and any
holders of Notes as of the Record Date who do not timely
consent to the Proposed Amendment (and their transferees) will
not be eligible to receive the Consent fee even though the
Proposed Amendment, if approved through the receipt of the
Requisite Consents, will be binding on them. In the event the
Requisite Consents are obtained and the Proposed Amendment is
effected, all holders of Notes, whether or not they delivered
Consents, will receive the benefit of the Guarantee.
Baroid's obligation to pay the Consent Fee is contingent
upon receipt of the Requisite Consents, the execution of the
Supplemental Indenture and effectiveness of the Proposed
Amendment.
Consent Procedures
Only those persons who are registered holders of the
Notes as of the Record Date may execute and deliver a Consent.
A beneficial owner of Notes who is not the registered holder
of such Notes (e.g., a beneficial holder whose Notes are
registered in the name of a nominee such as a bank or a
brokerage firm) must arrange for the registered holder either
(i) to execute a Consent and deliver it either to the
Information Agent on such beneficial owner's behalf or to such
beneficial owner for forwarding to the Information Agent by
<PAGE>
such beneficial owner or (ii) to forward a duly executed proxy
from the registered holder authorizing the beneficial holder
to execute and deliver a Consent with respect to the Notes on
behalf of such registered holder. A form of proxy that may be
used for such purpose is included in the Consent. For
purposes of this Consent Solicitation Statement/Prospectus,
(i) the term "record holder" or "registered holder" shall be
deemed to include DTC Participants and (ii) DTC has authorized
DTC Participants to execute Consents as if they were
registered holders.
Giving a Consent will not affect a registered holder's
right to sell or transfer the Notes. All Consents received
and not revoked prior to the Effective Time will be effective
notwithstanding a record transfer of such Notes subsequent to
the Record Date, unless the registered holder of such Notes as
of the Record Date revokes such Consent prior to the Effective
Time by following the procedures set forth under "Revocation
of Consents" below.
HOLDERS OF NOTES AS OF THE RECORD DATE WHO WISH TO
CONSENT SHOULD MAIL, HAND DELIVER, SEND BY OVERNIGHT COURIER
OR FACSIMILE (CONFIRMED BY THE EFFECTIVE TIME BY PHYSICAL
DELIVERY) THEIR PROPERLY COMPLETED AND EXECUTED CONSENTS TO
THE INFORMATION AGENT AT THE ADDRESS SET FORTH ON THE BACK
COVER PAGE HEREOF AND ON THE CONSENT IN ACCORDANCE WITH THE
INSTRUCTIONS SET FORTH HEREIN AND THEREIN. CONSENTS SHOULD BE
DELIVERED TO THE INFORMATION AGENT, NOT TO DRESSER, BAROID OR
THE TRUSTEE. HOWEVER, BAROID RESERVES THE RIGHT TO ACCEPT ANY
CONSENT RECEIVED BY DRESSER, BAROID OR THE TRUSTEE.
UPON EXECUTION OF THE SUPPLEMENTAL INDENTURE BAROID WILL
PROVIDE FOR THE EXCHANGE OF NOTES FOR AMENDED NOTES ENDORSED
WITH THE GUARANTEE.
REGISTERED HOLDERS SHOULD NOT TENDER OR DELIVER NOTES AT
THIS TIME.
The registered ownership of Notes as of the Record Date
<PAGE>
shall be proved by the Trustee, as registrar of the Notes.
All questions as to the validity, form, eligibility (including
time of receipt) regarding the Consent procedures will be
determined by Baroid in its sole discretion, which
determination will be conclusive and binding subject only to
such final review as may be prescribed by the Trustee
concerning proof of execution and of ownership. Baroid
reserves the right to reject any or all Consents that are not
in proper form or the acceptance of which could, in the
opinion of Baroid or its counsel, be unlawful. None of
Dresser or Baroid or any of their affiliates, the Solicitation
Agent, the Information Agent, the Trustee or any other person
shall be under any duty to give any notification of any
defects or irregularities in connection with deliveries of
particular Consents, nor shall any of them incur any liability
for failure to give such notification.
Revocation of Consents
Prior to the Effective Time and notwithstanding any
transfer of the Notes to which such Consent relates, any
registered holder of Notes as of the Record Date may revoke
any Consent given as to its Notes or any portion of such Notes
(in integral multiples of $1,000). A registered holder of
Notes as of the Record Date desiring to revoke a Consent must,
prior to the Effective Time, deliver to the Information Agent
at the address set forth on the back cover page of this
Consent Solicitation Statement/Prospectus and on the Consent a
written revocation of such Consent (which may be in the form
of a subsequent Consent marked with a specification, i.e.,
"For" or "Against," different than that set forth on the
Consent as to which the revocation is being given) containing
the name of such registered holder, the serial numbers of the
Notes to which such revocation relates, the principal amount
of Notes to which such revocation relates and the signature of
such registered holder. See "The Solicitation--Revocation of
Consents."
<PAGE>
Conditions of the Solicitation
Consents will be irrevocable at the Effective Time, which
will not be prior to the Expiration Date. Subject to the
satisfaction of certain conditions described below, promptly
after the Expiration Date, the Trustee, Baroid and Dresser
will execute the Supplemental Indenture, which will be
effective upon its execution. Execution of the Supplemental
Indenture is conditioned upon (i) the receipt of the Requisite
Consents and (ii) at the election of Baroid, the absence of
any law or regulation which would, and the absence of any
injunction or action or other proceeding (pending or
threatened) which (in the case of any action or proceeding, if
adversely determined) would, make unlawful or invalid or
enjoin the implementation of the Proposed Amendment, the
entering into of the Supplemental Indenture or the payment of
the Consent Fees or question the legality or validity thereof.
The Solicitation may be abandoned by Baroid at any time prior
to the execution of the Supplemental Indenture, for any
reason, in which case all Consents will be voided, the
Guarantee will not be issued and the Consent Fee will not be
paid.
Federal Income Tax Consequences
For a summary of the material United States Federal
income tax consequences to holders of the Notes of the
Proposed Amendment and the Guarantee, see " Certain Federal
Income Tax Consequences."
Solicitation Agent; Information Agent
Baroid and Dresser have retained Lehman Brothers Inc. as
Solicitation Agent in connection with the Solicitation. The
Solicitation Agent will solicit Consents, will attempt to
respond to inquiries of holders of Notes and will receive a
customary fee for such services. Baroid and Dresser have
agreed to indemnify the Solicitation Agent against certain
liabilities and expenses, including liabilities under the
<PAGE>
securities laws in connection with the Solicitation.
Baroid has retained D. F. King & Co., Inc. as Information
Agent in connection with the Solicitation. The Information
Agent will solicit Consents, will be responsible for
collecting Consents and will receive a customary fee for such
services.
Requests for additional copies of this Consent
Solicitation Statement/Prospectus or the form of Consent may
be directed to the Information Agent at its address and
telephone numbers set forth on the last page of this Consent
Solicitation Statement/Prospectus.
<PAGE>
INTRODUCTION
This Consent Solicitation Statement/Prospectus
constitutes (i) a Prospectus of Dresser with respect to the
Guarantee to be issued in the event the Proposed Amendment is
effected, (ii) a Prospectus of Baroid with respect to any
deemed issuance of securities to the extent the Amended Notes
are deemed to be "new securities" after giving effect to the
transactions herein and (iii) the Solicitation Statement of
Baroid with respect to the Solicitation. This Consent
Solicitation Statement/Prospectus is first being mailed on or
about _____________, 1994 to registered holders of the Notes
as of the Record Date.
THE COMPANIES
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,
<PAGE>
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.
Dresser's principal executive offices are located at 2001
Ross Ave., 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.
<PAGE>
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.
Baroid's principal executive offices are located at 2001
Ross Ave., Dallas, Texas 75201 and its telephone number is
(214) 740-6000.
THE PROPOSED AMENDMENT
The Proposed Amendment would (1) eliminate the Limitation
on Debt in Section 3.08 of the Indenture, the Limitation on
Restricted Payments in Section 3.09, the Limitation on Liens
in Section 3.10 and the Limitation on Transactions with
Affiliates in Section 3.11; (2) modify the Limitations on
Sale-Leaseback Transactions in Section 3.15, the Limitation on
Merger and Sale of Assets in Sections 4.01 and 4.02, the
reporting requirements in Section 3.07, the Events of Default
and Acceleration in Sections 5.01 and 5.02, in each case to
conform to the less restrictive provisions in the indenture
governing Dresser's outstanding notes; (3) add the Guarantee
to the Indenture (See "The Description of the Guarantee") and
a Restriction on Creation of Secured Debt; and (4) make
certain other changes in the Indenture of a technical or
conforming nature. The text of the preceding Sections,
including the amended language for Sections to be modified is
attached to this Consent Solicitation Statement/Prospectus as
Appendix I. In the event the Proposed Amendment is effected,
Dresser will fully and unconditionally Guarantee the due and
punctual payment of the principal of and interest on the
Amended Notes. The text of the Guarantee, which will be set
forth in the Supplemental Indenture, is attached to this
<PAGE>
Consent Solicitation Statement/Prospectus as Appendix II.
THE FOLLOWING STATEMENTS, UNLESS THE CONTEXT OTHERWISE
REQUIRES, ARE SUMMARIES OF THE SUBSTANCE OR GENERAL EFFECT OF
CERTAIN PROVISIONS OF THE INDENTURE, OR THE PROPOSED
AMENDMENT, AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO
THE INDENTURE AND THE PROPOSED AMENDMENT.
Unless otherwise defined, capitalized terms used in the
following descriptions of current Indenture provisions are
used as defined in the Indenture and capitalized terms used in
the following descriptions of proposed Indenture provisions
are used as defined in the Supplemental Indenture.
Covenant Relating to Commission Reports
Current Provision
Section 3.07 of the Indenture currently requires that
Baroid file with the Trustee and provide Holders, within five
days after filing them with the Commission, copies of the
annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as
the Commission may by rules and regulations prescribe) that
Baroid is required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act. In the event that
Baroid is not required to file information, documents or
reports pursuant to either of Section 13 or 15(d) of the
Exchange Act, Baroid is nonetheless required to file with the
Commission, in accordance with such rules and regulations as
are prescribed by the Commission, and provide the Trustee and
Holders copies of the supplementary and periodic information,
documents and reports that may be required pursuant to Section
13 of the Exchange Act, with respect to a security listed and
registered. Baroid also shall comply with the other
provisions of TIA Section 314(a).
<PAGE>
Proposed Amendment
If the Requisite Consents are obtained, the covenant
relating to providing Commission reports will be amended to
delete the second sentence thereof and to obligate Dresser
(not Baroid) to provide, within 15 days after it files them
with the Commission, to the Trustee reports, documents and
other information required to be filed by Dresser with the
Commission. Neither Dresser nor Baroid will be obligated to
provide such reports, documents or other information to the
Holders of the Amended Notes.
Covenants Relating to Limitation on Debt, Limitation on
Restricted Payments and Limitation on Liens
Current Provisions
Section 3.08 of the Indenture currently prohibits Baroid
and its Subsidiaries from, directly or indirectly, incurring
any Debt unless the Consolidated Interest Coverage Ratio
determined on the date of incurrence of such Debt exceeds 2.75
to 1, except that the Indenture currently permits the
incurrence of certain specified Debt, including (i) Debt under
the Baroid Credit Agreement, (ii) Debt incurred in connection
with one or more letters of credit issued pursuant to certain
specified obligations and subject to certain amount
limitations, (iii) Debt evidenced by the Notes, (iv) certain
Debt of a Person existing at the time such Person is merged
with or into or consolidated with Baroid or a Subsidiary, (v)
Debt of a Subsidiary of Baroid existing at the time such
Subsidiary became a Subsidiary of Baroid and not incurred as a
result of such Subsidiary becoming a Subsidiary, (vi) Debt of
Baroid or any Subsidiary in respect of (A) purchase money
obligations incurred to finance the acquisition of Property
acquired in the ordinary course of business of Baroid and its
Subsidiaries, provided that such purchase money obligation is
Non-Recourse Indebtedness not exceeding the amount of property
acquired thereby, and such property is useful in the business
conducted by Baroid and its Subsidiaries and (B) Capitalized
<PAGE>
Lease Obligations, provided that such Capitalized Lease
Obligation is Non-Recourse Indebtedness and such plant and
equipment is useful in the business, and (vii) certain other
specified Debt, including Debt in an amount of up to $50
million.
Section 3.09 of the Indenture currently prohibits Baroid
from, directly or indirectly, making or permitting any
Subsidiary from making, any Restricted Payment, if, after
giving effect thereto (including the pro forma effect of the
proposed Restricted Payment on the Consolidated Interest
Coverage Ratio for purposes of clause (ii) Section 3.09 of the
Indenture): (i) a Default or Event of Default shall have
occurred and be continuing; (ii) Baroid would not be able to
incur at least $1.00 of additional Debt pursuant to paragraph
(a) of Section 3.08, and (iii) the aggregate amount of all
Restricted Payments made by Baroid and the Subsidiaries shall
exceed a specified amount.
Section 3.10 of the Indenture currently prohibits Baroid
and its Subsidiaries from, directly or indirectly, (a)
creating, assuming or allowing to exist any Lien on property
(including stock) owned by Baroid or its Subsidiaries or any
income or profits from that property owned as of the date of
the Indenture or thereafter acquired, or (b) assigning a right
to receive income or profits from that property other than for
(i) Liens existing as of the Issue Date; (ii) Liens securing
Debt of Baroid, provided that the Securities are secured
equally or senior to such liens; and (iii) Permitted Liens.
Proposed Amendment
If the Requisite Consents are obtained the covenants in
Sections 3.08, 3.09 and 3.10 will be deleted in their entirety
and a new covenant restricting the incurrence of secured debt
will be inserted instead. Such new covenant will provide that
Baroid will not, and will not cause or permit its Subsidiaries
to, create, incur, assume or guarantee any Secured Debt
without first equally and ratably securing the Amended Notes
<PAGE>
to such Secured Debt; provided that such covenant will not
apply to Secured Debt which is secured by (i) certain Security
Interests granted to secure payment of the cost of
acquisition, construction, development or improvement of
property, (ii) any Security Interest on property at the time
of its acquisition by Baroid or a Subsidiary, which Security
Interest secures the obligations assumed by Baroid or a
Subsidiary or on the property of a corporation or other entity
at the time it is merged into Baroid or a Subsidiary (other
than any Security Interests created in contemplation of the
acquisition of such property or the consummation of such
merger), (iii) Security Interests arising from any conditional
sales agreements or title retention agreements with respect to
property acquired by Baroid or a Subsidiary and (iv) Security
Interests securing Indebtedness of a Subsidiary owing to
Baroid or to another Subsidiary. In addition, such permitted
Secured Debt will include any extension, renewal or refunding,
in whole or in part, of Secured Debt permitted at the time of
the original incurrence thereof.
In addition, Baroid and its Subsidiaries will be
permitted to create, incur, assume or guarantee Secured Debt,
without equally and ratably securing the Amended Notes, if
immediately thereafter the sum of (i) the aggregate principal
amount of all Secured Debt outstanding (excluding Secured Debt
permitted as provided under the immediately preceding
paragraph) and (ii) all Attributable Debt in respect of Sale
and Leaseback Transactions as of the date of determination
would not exceed 5% of Consolidated Net Tangible Assets.
Covenant Relating to Limitation on Transactions with
Affiliates
Current Provisions
Section 3.11 of the Indenture currently prohibits Baroid
and its Subsidiaries from directly or indirectly entering into
or permitting to exist any transaction or series of related
transactions (including the purchase, sale, exchange or lease
<PAGE>
of Property, the making of any Investment, the giving of any
guarantee or the rendering or receiving of any service) with
any Affiliate of Baroid, except for any transaction or series
of related transactions in the ordinary course of business of
Baroid, which involve a dollar amount that is less than 3% of
the consolidated revenues of Baroid and its Subsidiaries for
the prior fiscal year, unless (i) such transaction or series
of related transactions is on terms no less favorable to
Baroid than those that could be obtained by Baroid or such
Subsidiary, as the case may be, in a comparable transaction
made on any arm's-length basis with a Person who is not such
an affiliate and (ii) with respect to any transaction or
series of related transactions that has a Fair Market Value
equal to, or in excess of $5,000,000, either (A) the
transaction or series of related transactions is approved by a
majority of the Independent directors of the Board of
Directors or (B) the transaction or series of related
transactions was contemplated in the business plan approved by
a majority of the Independent directors of the Board of
Directors or was approved by Officers of Baroid within the
scope of their grant of authority approved by a majority of
the Independent directors of the Board of Directors.
Proposed Amendment
If the Requisite Consents are obtained, the Covenant
relating to Limitation on Transactions with Affiliates will be
deleted in its entirety.
Covenant Relating to Limitation on Sale-Leaseback
Transactions
Current Provisions
Section 3.15 of the Indenture currently prohibits Baroid
and its Subsidiaries from directly or indirectly entering
into, assuming, guaranteeing or otherwise becoming liable with
respect to any Sale-Leaseback Transaction unless (i) Baroid or
such Subsidiary would be permitted under Section 3.08 to incur
<PAGE>
Debt in an aggregate principal amount equal to or exceeding
the value of the Sale-Leaseback Transaction or (ii) the net
proceeds from such transaction are at least equal to the Fair
Market Value of such Property being transferred and Baroid or
such Subsidiary applies or commits to apply within 60 days an
amount equal to the Net Available Proceeds of sale pursuant to
the Sale-Leaseback Transaction to (A) the repayment of Company
Debt that is Pari Passu with the Securities or, if no such
Debt is outstanding or repayable, in lieu thereof, other
Company or Subsidiary Debt or (B) the investment by Baroid in
the primary line of business of Baroid and its Subsidiaries.
Proposed Amendment
If the Requisite Consents are obtained, the covenant
relating to Limitation on Sale-Leaseback Transactions will be
deleted in its entirety and a new covenant inserted instead.
Such new covenant will provide that Baroid will not, and will
not permit its Subsidiaries to, enter into any Sale and
Leaseback Transaction unless (a) Baroid or the Subsidiary
would be entitled to incur Secured Debt pursuant to the new
Section 3.08 (with certain exceptions) in an amount equal to
the Attributable Debt in respect to such Sale and Leaseback
Transaction without equally and ratably securing the
Securities as provided in Section 3.08 or (b) (i) Baroid
notifies the Trustee, (ii) the net proceeds of the transfer
are at least equal to the fair value of the transferred
property and (iii) Baroid or such Subsidiary shall apply (or
shall have committed to apply) within one year of the
transaction an amount equal to the net proceeds of the
transaction to the optional redemption or repayment of Funded
Debt, if any. If Baroid or the Subsidiary shall have
committed to apply the amount, Baroid or the Subsidiary must
so apply the amount within 18 months after the transaction.
<PAGE>
Covenant Relating to Merger Involving Baroid
Current Provisions
Sections 4.01 and 4.02 of the Indenture currently
prohibit Baroid from entering into any transaction or series
of transactions in order to consolidate or merge with or into
any Person or in order to sell, assign, transfer or lease or
otherwise dispose of all or substantially all of its
Properties as an entirety to any Person or permit any Person
to merge with or into Baroid unless: (i) (A) Baroid shall be
the continuing Person after such transaction, or (B) the
Person (if other than Baroid) formed by such consolidation or
into which Baroid is merged or to which the Properties of
Baroid are transferred substantially as an entirety (the
"surviving entity") is a corporation organized and existing
under the laws of the United States, and state thereof or the
District of Columbia; (ii) (A) the surviving entity (if other
than Baroid) unconditionally assumes by supplemental
indenture, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of Baroid
under the Notes and the Indenture, (B) the surviving entity
meets the Legal Requirements applicable to the Notes and the
Indenture at the time of such transaction and (C) the
Indenture remains in full force and effect; (iii) immediately
before and immediately after giving effect to such transaction
or series of transactions on a pro forma basis, no Default or
Event of Default shall have occurred and be continuing and
Baroid (or the surviving entity if Baroid is not the
continuing obligor under the Indenture), giving effect to such
transaction, could incur at least $1.00 of additional Debt
(assuming a market rate of interest with respect to such
additional Debt) under Section 3.08 (a); and (iv) immediately
after giving effect to such transaction or series of
transactions on a pro forma basis, including any Debt incurred
or anticipated to be incurred in connection with such
transaction or series of transactions, the Consolidated Net
Worth of Baroid (or the surviving entity if Baroid is not the
continuing obligor under the Indenture) is at least equal to
<PAGE>
the Consolidated Net Worth of Baroid immediately before such
transaction. Upon any such consolidation, merger, sale,
assignment or transfer, the successor corporation will be
substituted for Baroid under the Indenture. The successor
corporation may then exercise every power and right of Baroid
under the Indenture, and Baroid will be released from all of
its liabilities and obligations in respect of the Notes and
Indenture.
Proposed Amendment
If the Requisite Consents are obtained, the covenants
relating to permissible mergers involving Baroid will be
deleted in its entirety and a new covenant inserted instead.
Such new covenant will provide that Baroid will not
consolidate or merge into or sell, assign, transfer or lease
all or substantially all of its assets to another person
unless (i) the person is a corporation organized under the
laws of the United States of America or any state thereof,
(ii) the person assumes by supplemental indenture all the
obligations of Baroid relating to the Amended Notes and
Indenture and (iii) immediately after the transaction no
Default exists. Upon any such consolidation, merger, sale,
assignment or transfer, the successor corporation will be
substituted for Baroid under the Indenture. The successor
corporation may then exercise every power and right of Baroid
under the Indenture, and Baroid will be released from all of
its liabilities and obligations in respect of the Amended
Notes and Indenture. In the event Baroid leases all or
substantially all of the assets, the lessee corporation will
be successor to Baroid and may exercise every power and right
of Baroid under the Indenture, but Baroid will not be released
from its obligations to pay the principal of and premium, if
any, and interest, if any, on the Amended notes. In no event
would such consolidation, merger, sale, assignment or transfer
effect the guarantee of the Notes.
<PAGE>
Covenants Relating to Events of Default and Acceleration
Current Provisions
Sections 5.01 and 5.02 of the Indenture currently define
Events of Default and remedies in respect thereof. An Event
of Default occurs if (i) Baroid defaults on the interest
payment on any Security and the default continues for 30 days;
(ii) Baroid defaults on the payment of principal or premium,
if any, on any Security when the same is due at Stated
Maturity, upon acceleration, upon exercise by the Holder of a
repurchase option upon a Change of Control or otherwise; (iii)
Baroid fails to observe, perform or comply with any agreements
or covenants in, or provisions of, the Securities or the
Indenture and the default continues for 60 days after Baroid
receives notice of Default from the Trustee or the holders of
25% in principal amount of the Securities; (iv) Baroid or any
of its Subsidiaries fails to make payment of principal,
premium, or interest on any Debt when due or such Debt is
accelerated because of a default, and the aggregate principal
amount of such Debt with respect to such failure to pay or
acceleration exceeds $5,000,000 or its foreign currency
equivalent; (v) one or more judgments, orders or decrees in an
aggregate amount in excess of $10,000,000 (net of any written
acknowledgement of insurance coverage) are rendered against
Baroid or any of its Subsidiaries (excepting judgments or
orders that relate to Baroid's ordinary course of business in
foreign jurisdictions, from a foreign court and realizable
upon Property of Baroid or its Subsidiaries with an aggregate
of value of less than $10,000,000), and not discharged and a
period of 60 days elapses during which there is no stay of
enforcement in effect; (vi) Baroid fails to comply with the
covenant regarding when Baroid may merge; (vii) Baroid or a
Significant Subsidiary commences certain actions under
Bankruptcy Law or for the relief of debtors; or (viii) a court
of competent jurisdiction enters an order or decree under
Bankruptcy Law that is for relief against Baroid or any of its
Significant Subsidiaries in an involuntary case in bankruptcy,
appoints a Custodian for all or substantially all of the
<PAGE>
Property of Baroid or any of its Significant Subsidiaries or
orders the winding up or liquidation of Baroid or any of its
Significant Subsidiaries, and, in each case, the order or
decree remains unstayed and in effect for 60 days. The
Trustee, within 90 days after the occurrence of any continuing
Default within its knowledge, will give notice to
Securityholders, provided however, that with the exception of
a Default in the payment of principal or interest, the Trustee
may withhold such notice as long as it determines in good
faith such withholding to be in the best interests of
Securityholders. Baroid must deliver within 30 days after the
occurrence thereof written notice of an event which would
become an Event of Default under (iii) above its status and
the action to be taken in respect thereto. If an Event of
Default, other than one with respect to (vii) or (viii) above,
occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the Securities may declare
the principal of and accrued interest on the Securities to be
immediately due and payable. If an Event of Default occurs
under (vii) or (viii) above and is continuing, the principal
of and interest on all the Securities shall ipso facto become
immediately due and payable without further action by the
Trustee or Securityholders. With certain exceptions, the
Holders of a majority in principal amount of the Securities
may by notice to the Trustee rescind an acceleration and waive
any existing Default.
Proposed Amendment
If the Requisite Consents are obtained, the covenants
relating to Events of Default and Acceleration will be amended
and replaced in their entirety. Such new covenants will
provide that an Event of Default will occur if (i) Baroid
defaults on the interest payment on any Security and the
default continues for 30 days; (ii) Baroid defaults on the
payment of principal or premium, if any, on any Security when
the same is due at Stated Maturity, upon acceleration, upon
exercise by the Holder of a repurchase option upon a Change of
Control or otherwise; (iii) Baroid fails to comply with any
<PAGE>
agreements relating to the Securities or the Indenture and the
default continues for 90 days after Baroid receives notice of
default from the Trustee or the holders of 25% in principal
amount of the Securities; (iv) there occurs a default under
any indebtedness then existing or thereafter created for money
owed by Baroid or any Restricted Subsidiary with a principal
amount then outstanding in excess of $25,000,000 and such
indebtedness is accelerated and such acceleration is not
rescinded or annulled; (v) Baroid or a Material Subsidiary
commences certain actions under Bankruptcy Law or for the
relief of debtors; or (vi) a court of competent jurisdiction
enters an order or decree under Bankruptcy Law that is for
relief against Baroid or any of its Material Subsidiaries in
an involuntary case, appoints a Custodian for all or
substantially all of the Property of Baroid or any of its
Material Subsidiaries or order the winding up or liquidation
of Baroid or any of its Material Subsidiaries, and the order
or decree remains unstayed and in effect for 90 days. If an
Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the Securities
may declare the principal of and accrued interest on the
Securities to be immediately due and payable. With certain
exceptions, the Holders of a majority in principal amount of
the Securities may by notice to the Trustee and Baroid rescind
an acceleration and waive any existing Default.
Other Provisions of the Indenture.
Certain other provisions of the Indenture may be amended
to make technical and conforming changes resulting from the
Proposed Amendment.
DESCRIPTION OF THE GUARANTEE
The text of the Guarantee, which will be set forth in the
Supplemental Indenture, is attached to this Consent
Solicitation Statement/Prospectus as Annex II. Dresser
reserves the right, however, to amend, modify or otherwise
<PAGE>
supplement the text of the Guarantee so long as any such
amendment, modification or supplement does not have an adverse
effect on the holders of the Amended Notes.
The Guarantee will be a direct unsecured, unsubordinated,
full and unconditional guarantee by Dresser of the due and
punctual payment of the principal of, premium, if any, and
interest on the Amended Notes. The Guarantee will rank
equally in right of payment with all direct, unsecured and
unsubordinated indebtedness (including guarantees of the
indebtedness of others) of Dresser. At January 31, 1994,
Dresser on a consolidated, pooled basis, had approximately
$583 million aggregate principal amount (including the Notes)
of such indebtedness outstanding. See "Capitalization of
Dresser."
As of the date of this Consent Solicitation
Statement/Prospectus, the senior long-term indebtedness of
Dresser was rated A-, A-1 and A+ by Standard & Poor's
Corporation, Moody's Investors Service, Inc. and Duff & Phelps
Credit Rating Co., respectively. Neither the Guarantee nor
the Indenture will restrict Dresser's ability to incur secured
or unsecured indebtedness or to engage in any other
transaction that could cause such ratings to be reduced.
<PAGE>
SELECTED CONSOLIDATED FINANCIAL INFORMATION
Dresser (including Baroid)
The following table sets forth selected consolidated financial
information for Dresser, which has been derived from Dresser's
consolidated financial statements.
On January 21, 1994, a wholly owned subsidiary of Dresser
merged with Baroid, as a result of which, each outstanding
share of Baroid common stock was exchanged for 0.40 shares of
Dresser common stock and Baroid became a wholly owned
subsidiary of Dresser. The Merger has been accounted for as a
pooling-of-interests.
The following selected financial information has been restated
on a pooling-of-interests basis as if the Merger had been in
effect during the periods presented. This information should
be read in conjunction with the Supplemental Consolidated
Financial Statements contained in Dresser's Current Report on
Form 8-K/A dated March 10, 1994, and the Consolidated
Condensed Financial Statements contained in Dresser's
Quarterly Report on Form 10-Q for the period ended January 31,
1994, which are incorporated herein by reference. See
"Incorporation of Certain Documents by Reference."
Years Ended October 31,
1993 1992 1991 1990 1989
(In millions of dollars, except per share items)
Sales and service
revenues 5,043.8 4,551.8 4,681.1 4,310.9 3,761.8
Earnings from
continuing
operations before
extraordinary
items and
accounting changes 128.2 92.2 137.6 164.7 155.8 <PAGE>
Per common share .74 .54 .80 .97 .98
Cash dividends
declared 100.0 96.0 95.5 85.5 70.0
Per common share .60 .60 .60 .53 .45
Total assets 4,370.7 3,833.3 3,804.7 3,790.2 3,391.8
Long-term debt 486.7 142.5 262.0 379.1 281.5
Total shareholders'
investment 1,213.8 1,240.2 2,066.8 2,087.9 1,782.6
Three Months Ended
January 31,
1994 1993
(In millions of dollars,
except per share items)
Sales and service revenues 1,357.5 1,118.3
Earnings from continuing
operations before
extraordinary items
and accounting changes 193.4 23.8
Per common share 1.11 .14
Cash dividends declared 25.3 24.3
Per common share .15 .15
Total assets 4,229.0 3,716.2
Long-term debt 464.1 142.7
Total shareholders'
investment 1,383.8 1,228.7 <PAGE>
SELECTED CONSOLIDATED FINANCIAL INFORMATION
Baroid
The following table sets forth selected consolidated financial
information for Baroid, which has been derived from Baroid's
consolidated financial statements.
This information should be read in conjunction with the
consolidated financial statements contained in Baroid's Annual
Report on Form 10-K for the year ended December 31, 1993 and
in Baroid's final prospectus dated April 16, 1993, filed
pursuant to Rule 424(b) under the Securities Act, which are
incorporated herein by reference. See "Incorporation of
Certain Documents by Reference."
Years Ended December 31,
1993 1992 1991 1990 1989
(In millions of dollars,
except per share items)
Sales and
service
revenues 846.2 754.8 710.8 578.9 415.2
Earnings from
continuing
operations
before
extraordinary
items 11.1 22.3 5.6 25.4 11.4
Per common
share .12 .24 .06 .30 .19
Cash dividends
declared 18.5 14.9 14.9 14.2 9.2
Per common
share .20 .20 .20 .20 .15
Total assets 761.1 664.9 714.3 685.4 513.2
Long-term debt 183.1 118.0 169.7 151.9 43.3
Total
<PAGE>
shareholders'
investment 281.5 290.8 305.6 324.2 174.3
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the consolidated ratio of
earnings to fixed charges for Dresser and Baroid for the
periods indicated. In the case of Dresser, such financial
information has been restated to reflect the Merger, accounted
for as a pooling-of-interests. For the purpose of computing
such ratio for both Dresser and Baroid, (i) earnings have been
calculated by adding fixed charges to pretax income and then
deducting the Company's share of the undistributed earnings in
less than 50% owned affiliates; and (ii) fixed charges
comprise total interest (including any capitalized interest),
any amortization and debt expense, any premiums on redemption
of debentures, and a portion of rentals deemed to represent an
interest factor.
Dresser (including Baroid)
Three Months
Ended
January 31, Years Ended October 31,
1994 1993 1992 1991 1990 1989
19.65 4.23 2.72 3.55 4.33 3.47
Pretax income for the three months ended January 31, 1994
includes the gain on sale of Dresser's 29.5% interest in
Western Atlas International, Inc. of $276.7 million. If this
gain had been excluded from pretax income, the Ratio of
Earnings to Fixed Charges would have been 5.16.
Baroid
Years Ended December 31,
1993 1992 1991 1990 1989
2.76 2.93 1.78 4.24 2.97 <PAGE>
CAPITALIZATION OF DRESSER
The following table sets forth the consolidated short-term
debt and capitalization of Dresser at January 31, 1994. This
table should be read in conjunction with the Consolidated
Condensed Financial Statements contained in Dresser's
Quarterly Report on Form 10-Q for the period ended January 31,
1994, incorporated by reference herein. See "Incorporation of
Certain Documents by Reference."
January 31,
1994
(in millions)
Short-Term Debt
Notes payable $104.3
Current maturities of long-term debt 14.4
Total short-term debt $118.7
Long-Term Debt
Notes, 6 1/4%, due 2000 $300.0
Senior Notes, 8%, due 2003
Face value $ 150.0
Discount (1.0) 149.0
Other 29.5
478.5
Less: Current Maturities (14.4)
Total long-term debt 464.1
Shareholders' Investment
Common shares, $.25 par value;
400 million authorized and
175.5 million issued 43.9
Capital in excess of par value 371.7
Retained earnings 1,119.1
Cumulative translation adjustments (133.1)
Pension liability adjustment (13.8)
1,387.8
Less: Treasury shares,
.2 million shares at cost (4.0)
<PAGE>
Total shareholders' investment 1,383.8
Total Capitalization $1,847.9
<PAGE>
THE SOLICITATION
General
Consents will become irrevocable at the Effective Time,
the time that Baroid, Dresser and the Trustee execute the
Supplemental Indenture, which will not be prior to the
Expiration Date. Subject to the satisfaction of certain
conditions (see "Conditions of the Solicitation" below),
promptly after the Expiration Date the Trustee, Baroid and
Dresser will execute the Supplemental Indenture, which will be
effective upon its execution. Thereafter, all current holders
of the Amended Notes, including non-consenting holders, and
all subsequent holders of Amended Notes will be bound by the
Proposed Amendment and will have the benefit of the Guarantee.
If the Solicitation is terminated for any reason before the
Effective Time, the Consents will be voided, the Guarantee
will not be issued, and the Proposed Amendment will not be
effected and the Consent Fee will not be paid.
The Consents are being solicited by Baroid. Baroid
recommends that all holders of Notes as of the Record Date
consent to the Proposed Amendment. All costs of the
Solicitation will be paid by Baroid. In addition to the use
of the mail, Consents may be solicited by officers and other
employees of Baroid or Dresser, without any additional
remuneration, in person, or by telephone, telegraph or
facsimile transmission. Baroid has retained Lehman Brothers
Inc. (the "Solicitation Agent") and D. F. King & Co., Inc.
(the "Information Agent") to aid in the solicitation of
Consents, including soliciting Consents from brokerage firms,
banks, nominees, custodians and fiduciaries.
Consent Fee
If the Requisite Consents to the adoption of the Proposed
Amendment are obtained and the Supplemental Indenture becomes
effective, Baroid will pay to each holder of Notes as of the
Record Date (other than Baroid or an Affiliate of Baroid) who
<PAGE>
delivers a valid Consent in favor of the Proposed Amendment
prior to the Expiration Date and does not revoke such Consent
prior to the Effective Time a Consent Fee in the amount of
$1.00 in cash for each $1,000 in principal amount of Notes
with respect to which such Consent was received and not
revoked. No accrued interest will be paid on the Consent Fee.
Baroid reserves the right to determine whether Notes are held
or may be held by Baroid or Affiliates of Baroid. Any such
determination by Baroid shall be final and binding upon all
parties.
Notwithstanding any subsequent transfer of its Notes, any
registered holder of Notes as of the Record Date whose
properly executed Consents have been received prior to the
Expiration Date and not revoked prior to the Effective Time
will be eligible to receive the Consent Fee. Holders, as of
the Record Date, who deliver Consents after the Expiration
Date will not be entitled to receive the Consent Fee, even
though the Supplemental Indenture, if it becomes effective,
will be binding on them. Beneficial owners of Notes whose
Notes are registered, as of the Record Date, in the name of a
broker, dealer, commercial bank, trust company or nominee
should contact such broker or nominee promptly and instruct
such person, as registered holder of such Notes, to execute
and then deliver the Consent on behalf of the beneficial owner
in order to receive the Consent Fee.
Baroid's obligation to pay the Consent Fee is contingent
upon receipt of the Requisite Consents, the execution of the
Supplemental Indenture and effectiveness of the Proposed
Amendment. The Consent Fee will be paid as soon as possible
after the satisfaction of such conditions to the respective
holders of Notes entitled to receive the Consent Fee as such
holders appear on the record books of the Trustee as of the
Record Date.
<PAGE>
Requisite Consents
Adoption of the Proposed Amendment requires the receipt,
without revocation, of the Requisite Consents, consisting of
the Consents of the registered holders of Notes as of the
Record Date of a majority in aggregate principal amount of the
Notes outstanding and not owned by Baroid or any of its
Affiliates. As of the date of the Consent Solicitation
Statement/Prospectus, $150,000,000 aggregate principal amount
of the Notes was so outstanding and none were held by Baroid
or its Affiliates.
The failure of a holder of the Notes to deliver a Consent
(including any failures resulting from broker non-votes) will
have the same effect as if such holder had voted "Against" the
Proposed Amendment.
Expiration Date; Extensions; Amendment
The Term "Expiration Date" means 5:00 p.m., New York
time, on ________________, 1994, unless Baroid, in its sole
discretion, extends the period during which the Solicitation
is open, in which event the term "Expiration Date" means the
latest time and date to which the Solicitation is so extended.
Baroid reserves the right to extend the Solicitation at any
time and from time to time, whether or not the Requisite
Consents have been received, by giving oral or written notice
to the Trustee no later than 9:00 a.m., New York time, on the
next business day after the previously announced Expiration
Date. Any such extension will be followed as promptly as
practicable by notice thereof by press release or other public
announcement (or by written notice to the registered holders
of the Notes as of the Record Date). Such announcement or
notice may state that Baroid is extending the Solicitation for
a specified period of time or on a daily basis until 5:00
p.m., New York time, on the date on which the Requisite
Consents have been received.
<PAGE>
Baroid expressly reserves the right for any reason (i) to
terminate the Solicitation at any time prior to the execution
of the Supplemental Indenture (whether or not the Requisite
Consents have been received) by giving oral or written notice
of such termination to the Trustee and (ii) not to extend the
Solicitation beyond the Expiration Date whether or not the
Requisite Consents have been received by such date. Any such
action by Baroid will be followed as promptly as practicable
by notice thereof by press release or other public
announcement (or by written notice to the holders of Notes as
of the Record Date).
Failure to Obtain Requisite Consents
In the event the Requisite Consents are not obtained and
the Solicitation is terminated, the Guarantee will not be
issued, the Consent Fee will not be paid and the Proposed
Amendment will not be effected.
Consent Procedures
This Consent Solicitation Statement/Prospectus is being
sent on or about _________________, 1994 to all registered
holders of Notes as of the Record Date.
Only those persons who are registered holders of the
Notes as of the Record Date may execute and deliver a Consent.
A beneficial owner of Notes who is not the registered holder
as of the Record Date of such Notes (e.g., a beneficial holder
whose Notes are registered in the name of a nominee such as a
bank or brokerage firm) must arrange for the registered holder
either (i) to execute a Consent and deliver it either to the
Information Agent on such beneficial owner's behalf or to such
beneficial owner for forwarding to the Information Agent by
such beneficial owner or (ii) to forward a duly executed proxy
from the registered holder authorizing the beneficial holder
to execute and deliver a Consent with respect to the Notes on
behalf of such registered holder. A form of proxy that may be
used for such purpose is included in the form of Consent. For
<PAGE>
purposes of this Consent Solicitation Statement/Prospectus,
(i) the term "record holder" or "registered holder" shall be
deemed to include DTC participants and (ii) DTC has authorized
DTC Participants to execute Consents as if they were
registered holders.
Giving a Consent will not affect a registered holder's
right to sell or transfer the Notes. All Consents received
prior to the Expiration Date and not revoked prior to the
Effective Time will be effective notwithstanding a record
transfer of such Notes subsequent to the Record Date, unless
the registered holder of such Notes as of the Record Date
revokes such Consent prior to the Effective Time by following
the procedures set forth under "Revocation of Consents" below.
HOLDERS OF NOTES AS OF THE RECORD DATE WHO WISH TO
CONSENT SHOULD MAIL, HAND DELIVER, SEND BY OVERNIGHT COURIER
OR FACSIMILE (CONFIRMED BY THE EFFECTIVE TIME BY PHYSICAL
DELIVERY) THEIR PROPERLY COMPLETED AND EXECUTED CONSENTS TO
THE INFORMATION AGENT AT THE ADDRESS SET FORTH ON THE BACK
COVER PAGE HEREOF AND ON THE CONSENT IN ACCORDANCE WITH THE
INSTRUCTIONS SET FORTH HEREIN AND THEREIN. CONSENTS SHOULD BE
DELIVERED TO THE INFORMATION AGENT, NOT TO DRESSER, BAROID OR
THE TRUSTEE. HOWEVER, BAROID RESERVES THE RIGHT TO ACCEPT ANY
CONSENT RECEIVED BY DRESSER, BAROID OR THE TRUSTEE.
UPON EXECUTION OF THE SUPPLEMENTAL INDENTURE BAROID WILL
PROVIDE FOR THE EXCHANGE OF NOTES FOR AMENDED NOTES ENDORSED
WITH THE GUARANTEE.
REGISTERED HOLDERS SHOULD NOT TENDER OR DELIVER NOTES AT
THIS TIME.
All Consents that are properly completed, signed and
delivered to the Information Agent, and not revoked prior to
the Effective Time, will be given effect in accordance with
the specifications thereof. Holders who desire to consent to
the Proposed Amendment should mark the "For" box on, and
complete, sign and date, the Consent included herewith and
<PAGE>
mail, deliver, send by overnight courier or facsimile
(confirmed by the Effective Time by physical delivery) the
signed consent to the Information Agent at the address listed
on the back cover page of this Consent Solicitation
Statement/Prospectus and on the Consent, all in accordance
with the instructions contained herein and therein. If none
of the boxes on the Consent are marked, but the consent is
otherwise properly completed and signed, the registered holder
will be deemed to have consented to the Proposed Amendment.
Consents by the registered holder(s) of Notes as of the
Record Date must be executed in exactly the same manner as
such registered holder(s) name(s) appear(s) on the Notes. If
Notes to which a Consent relates are held of record by two or
more joint holders, all such holders must sign the Consent.
If a Consent is signed by a trustee, partner, executor,
administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or
representative capacity, such person must so indicate when
signing and must submit with the Consent form appropriate
evidence of authority to execute the Consent. In addition, if
a Consent relates to less than the total principal amount of
Notes registered in the name of such registered holder, the
registered holder must list the serial numbers and principal
amount of Notes registered in the name of such holder to which
the Consent relates. If Notes are registered in different
names, separate Consents must be executed covering each form
of registration. If a Consent is executed by a person other
than the registered holder, then it must be accompanied by the
proxy set forth on the form of Consent duly executed by the
registered holder.
The registered ownership of a Note as of the Record Date
shall be proved by the Trustee, as registrar of the Notes.
All questions as to the validity, form, eligibility (including
time of receipt) regarding the Consent procedures will be
determined by Baroid in its sole discretion, which
determination will be conclusive and binding subject only to
such final review as may be prescribed by the Trustee
<PAGE>
concerning proof of execution and of ownership. Baroid
reserves the right to reject any or all Consents that are not
in proper form or the acceptance of which could, in the
opinion of Baroid or its counsel, be unlawful. Baroid also
reserves the right, subject to such final review as the
Trustee prescribes for proof of execution and ownership, to
waive any defects or irregularities in connection with
deliveries of particular Consents. Unless waived, any defects
or irregularities in connection with deliveries of Consents
must be cured within such time as Baroid determines. None of
Dresser or Baroid or any of their affiliates, the Solicitation
Agent, the Information Agent, the Trustee or any other person
shall be under any duty to give any notification of any such
defects or irregularities or waiver, nor shall any of them
incur any liability for failure to give such notification.
Deliveries of Consents will not be deemed to have been made
until any irregularities or defects therein have been cured or
waived. Baroid's interpretations of the terms and conditions
of this Solicitation shall be conclusive and binding.
Revocation of Consents
Each properly completed and executed Consent will be
counted, notwithstanding any transfer of the Notes to which
such Consent relates, unless the procedure for revoking
Consents described below has been followed.
Prior to the Effective Time, any registered holder of
Notes as of the Record Date may revoke any Consent given as to
its Notes or any portion of such Notes (in integral multiples
of $1,000). A registered holder of Notes desiring to revoke a
Consent must, prior to the Effective Time, deliver to the
Information Agent at the address set forth on the back cover
page of this Consent Solicitation Statement/Prospectus and on
the Consent a written revocation of such Consent (which may be
in the form of a subsequent Consent marked with a
specification, i.e., "For" or "Against", different than that
set forth on the Consent as to which the revocation is being
given) containing the name of such registered holder, the
serial numbers of the Notes to which such revocation relates,
<PAGE>
the principal amount of Notes to which such revocation relates
and the signature of such registered holder.
The revocation must be executed by such registered holder
in the same manner as the registered holder's name appears on
the Consent to which the revocation relates. If a revocation
is signed by a trustee, partner, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such
person must so indicate when signing and must submit with the
revocation appropriate evidence of authority to execute the
revocation. A revocation of the Consent shall be effective
only as to the Notes listed on the revocation and only if such
revocation complies with the provisions of this Consent
Solicitation Statement/Prospectus. Only a registered holder
of Notes as of the Record Date as reflected in the register of
the Trustee is entitled to revoke a Consent previously given.
A beneficial owner of Notes who is not the registered holder
as of the Record Date of such Notes must arrange with the
registered holder to execute and deliver to the Information
Agent on such beneficial owner's behalf, or to such beneficial
owner for forwarding to the Information Agent by such
beneficial owner, either (i) a revocation of any consent
already given with respect to such Notes or (ii) a duly
executed proxy from the registered holder authorizing such
beneficial holder to act on behalf of the registered holder as
to such Consent.
A revocation of a Consent may only be rescinded by the
execution and delivery of a new Consent, in accordance with
the procedures herein described by the holder who delivered
such revocation.
Baroid reserves the right to contest the validity of any
revocation and all questions as to validity (including time of
receipt) of any revocation will be determined by Baroid in its
sole discretion, which determination will be conclusive and
binding subject only to such final review as may be prescribed
by the Trustee concerning proof of execution and ownership.
<PAGE>
None of Baroid, Dresser, any of their affiliates, the
Solicitation Agent, the Information Agent, the Trustee or any
other person will be under any duty to give notification of
any defects or irregularities with respect to any revocation
nor shall any of them incur any liability for failure to give
such notification.
Conditions of the Solicitation
Consents will become irrevocable at the Effective Time,
which will not be prior to the Expiration Date. Subject to
the satisfaction of certain conditions described below,
promptly after the Expiration Date, the Trustee, Baroid and
Dresser will execute the Supplemental Indenture, which will be
effective upon its execution. Execution of the Supplemental
Indenture is conditioned upon (i) the receipt of the Requisite
Consents and (ii) at the election of Baroid, the absence of
any law or regulation which would, and the absence of any
injunction or action or other proceeding (pending or
threatened) which (in the case of any action or proceeding, if
adversely determined) would, make unlawful or invalid or
enjoin the implementation of the Proposed Amendment, the
entering into of the Supplemental Indenture or the payment of
the Consent Fee or question the legality or validity thereof.
The Solicitation may be abandoned by Baroid at any time prior
to the execution of the Supplemental Indenture, for any
reason, in which case Consents will be voided, no Consent Fee
will be paid and the Guarantee will not be issued.
Solicitation Agent and Information Agent
Baroid and Dresser have retained Lehman Brothers Inc. as
Solicitation Agent in connection with the Solicitation. The
Solicitation Agent will solicit Consents, will attempt to
respond to inquiries of holders of Notes and will receive a
customary fee for such services and reimbursement for
reasonable out-of-pocket expenses. Baroid and Dresser have
agreed to indemnify the Solicitation Agent against certain
liabilities and expenses, including liabilities under the
<PAGE>
securities laws in connection with the Solicitation.
Baroid has retained D. F. King & Co., Inc. as Information
Agent in connection with the Solicitation. The Information
Agent will solicit Consents, will be responsible for
collecting Consents and will receive a customary fee for such
services and reimbursement for reasonable out-of-pocket
expenses.
Requests for additional copies of this Consent
Solicitation Statement/Prospectus or the form of Consent may
be directed to the Information Agent at its address and
telephone number set forth on the last page of this Consent
Solicitation Statement/Prospectus.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following summary of the material federal income tax
consequences of the Consent Solicitation is for general
information only. It is based upon provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), the applicable
Treasury regulations promulgated and proposed thereunder,
judicial authority and current administrative rulings and
practice, all of which are subject to change, possibly on a
retroactive basis. Furthermore, no rulings have been
requested from the Internal Revenue Service as to the Consent
Solicitation. This discussion does not purport to address all
aspects of federal income taxation that may be relevant to
particular holders in light of their individual circumstances
or to certain types of holders subject to special treatment
under the Code (for example, insurance companies, tax-exempt
organizations, financial institutions, dealers in securities,
foreign corporations and nonresident alien individuals), nor
does it discuss any aspect of state, local or foreign taxation
or estate and gift tax considerations. This discussion
assumes that the Notes are held as capital assets (as defined
in the Code) by the holder thereof.
This summary is based in part on certain proposed
<PAGE>
regulations addressing the treatment of modifications of debt
instruments (the "Proposed Regulations"). The Proposed
Regulations are proposed to be effective for debt instruments
occurring after their issuance in final form; accordingly, by
their terms they will not apply to the Consent Solicitation,
although they are indicative of the position of the Internal
Revenue Service with regard to their subject matter. In any
event, prior to their issuance in temporary or final form,
the Proposed Regulations have no binding effect and may be
withdrawn or revised at any time on a retroactive basis,
which could change the consequences described below. No
assurance can be given that the treatment of the Consent
Solicitation described below will be accepted by the Internal
Revenue Service.
Consequences of the Consent Solicitation
Although the issue is not free from doubt, Dresser and
Baroid intend to take the position that the adoption of the
Proposed Amendment and the Guarantee and the payment of the
Consent Fee will not constitute a significant modification of
the terms of the Notes, and therefore will not result in a
deemed exchange of the Notes for federal income tax purposes.
Under the Proposed Regulations, a modification of a debt
instrument that changes the annual yield of the debt
instrument will constitute a significant modification at the
date of such modification if the annual yield of the debt
instrument after the modification, measured from the date of
the agreement to the final maturity date, varies from the
annual yield on the original unmodified debt instrument by
more than 0.25 percent. Calculation of such yield is to take
into account both accrued and unpaid interest at such date and
any payment, such as the Consent Fee, given as consideration
for the modification. Based on the Proposed Regulations,
payment of the Consent Fee should not result in a significant
modification of the terms of the Notes for federal income tax
purposes. Further, under the Proposed Regulations, the
addition of a guarantee is not a significant modification
unless the guarantor is, in substance, substituted as the
<PAGE>
obligor on the debt instrument and is intended to circumvent
the rule that treats a change in obligor of a recourse debt
instrument as a significant modification (other than a change
in obligor in connection with certain reorganizations).
Dresser and Baroid intend to take the position that the
Guarantee and the adoption of the Proposed Amendment does not
result in a significant modification of the terms of the Notes
for federal income tax purposes. In that event, except as set
forth below with respect to the Consent Fee, the transactions
contemplated by the Consent Solicitation should not result in
any federal income tax consequences to a holder of Notes.
If the transactions contemplated by the Consent
Solicitation were to constitute a significant modification of
the Notes for federal income tax purposes, then the Notes
would be deemed exchanged for new notes (the "New Notes") for
federal income tax purposes. If the Notes and the New Notes
constitute securities of Baroid for federal income tax
purposes (the determination of "security" status generally
being made by reference to the original term of the debt
instrument, with debt instruments with initial terms of ten
years or more generally being treated as securities and debt
instruments with initial terms of less than five years
generally not being treated as securities), then a holder
would recognize no gain (except to the extent of the amount of
the Consent Fee, if such amount is treated as additional
consideration for the Notes as discussed below) or loss as a
result of the transactions contemplated by the Consent
Solicitation. If the Notes or the New Notes were not to
constitute securities of Baroid for federal income tax
purposes, a holder would recognize gain or loss in an amount
equal to the difference between the "issue price" of the New
Notes and the holder's adjusted tax basis in the Notes deemed
exchanged therefor. Such gain or loss generally would be
capital gain or loss and would be long-term capital gain or
loss if the holder's holding period of the Notes exceeded one
year. A holder's initial tax basis in the New Notes would be
their "issue price" and a holder's holding period for the New
Notes would begin on the day after the deemed exchange. The
<PAGE>
"issue price" of the New Notes would equal the trading price
on the date of the deemed exchange. In each case, depending
on the issue price of the New Notes, a holder might be
required to include original issue discount in gross income
for federal income tax purposes in advance of the receipt of
cash in respect thereof.
Consequences of Receipt of Consent Fee
There is no direct authority concerning the federal
income tax consequences of the receipt of the Consent Fee.
Dresser and Baroid intend to treat the Consent Fee for federal
income tax purposes as a fee paid to holders that grant
consents pursuant to the Consent Solicitation. Accordingly,
Dresser and Baroid generally would be required to provide
information statements to consenting holders and to the
Internal Revenue Service reporting the payment of the Consent
Fee. If such treatment is respected, a holder would recognize
ordinary income equal to the amount of cash received.
Alternative federal income tax treatments of the Consent Fee
may be applicable. If, as discussed above, holders were
treated as exchanging their Notes for New Notes for federal
income tax purposes, the Consent Fee may be treated as
additional consideration received in such exchange or possibly
as original issue discount on the New Notes. Alternatively, a
consenting holder may be treated as transferring a portion of
its rights under the Notes in exchange for the Consent Fee, in
which case such holder should be permitted to reduce its
adjusted tax basis in its Notes (to the extent thereof) by the
amount of the Consent Fee. Any such basis reduction would
cause a consenting holder to recognize additional gain (or
smaller loss) on a sale or disposition of the Notes.
Backup Withholding
Noteholders other than certain exempt recipients (such as
corporations) may be subject to backup withholding at the rate
of 31% with respect to the Consent Fee received by a holder
pursuant to the Consent Solicitation unless the holder
<PAGE>
complies with certain certification and identification
requirements. Accordingly, to prevent backup withholding,
each holder of Notes who consents to the Proposed Amendments
must either (i) complete the Substitute Form W-9, certifying
(under penalties of perjury) that the taxpayer identification
number (which, in the case of a holder of Notes who is an
individual, is such holder's social security number and, for
other entities, its taxpayer identification number) provided
is correct (or that such holder is awaiting assignment of a
taxpayer identification number) and that either (a) the
holder has not been notified by the Internal Revenue Service
that such holder is subject to backup withholding as a result
of a failure to report interest or dividends or (b) the
Internal Revenue Service has notified the holder that such
holder is no longer subject to backup withholding or, in the
alternative (ii) provide an adequate basis for an exemption
from backup withholding. If backup withholding results in an
overpayment of taxes, a refund or credit may be obtained,
provided the required information is furnished to the Internal
Revenue Service.
Withholding for Non-U.S. Holders
Although, it is not entirely clear that such tax is
applicable to the Consent Fee,U. S. Federal withholding tax
will be withheld from a Consent Fee paid to a non-United
States person (within the meaning of the Code) at a 30% rate
unless (i) such non-United States person is engaged in the
conduct of a trade or business in the United States to which
the receipt of the Consent Fee is effectively connected and
provides a properly executed IRS Form 4224 or (ii) a tax
treaty between the United States and the country of residence
of the non-United States person eliminates or reduces the
withholding and such non-United States person provides a
properly executed IRS Form 1001.
THE FOREGOING SUMMARY IS INCLUDED HEREIN SOLELY FOR
GENERAL INFORMATION ONLY. HOLDERS OF NOTES SHOULD CONSULT
WITH THEIR OWN TAX ADVISORS AS TO THE SPECIFIC CONSEQUENCES TO
<PAGE>
THEM OF THE CONSENT SOLICITATION AND THE PROPOSED AMENDMENTS,
INCLUDING THE APPLICABILITY OF STATE, LOCAL, FOREIGN INCOME
AND OTHER TAX LAWS.
LEGAL OPINION
Rebecca R. Morris, Vice President - Corporate Counsel and
Secretary of Dresser, is passing upon the legality of the
Guarantee for Dresser and the legality of the Amended Notes.
Ms. Morris owns 3,960 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 Consent Solicitation 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 Consent Solicitation
Statement/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
<PAGE>
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>
APPENDIX I
PROPOSED AMENDMENTS TO THE INDENTURE
GOVERNING THE 8% SENIOR NOTES DUE 2003
OF BAROID CORPORATION
The Proposed Amendments to the Indenture are shown below
together with the corresponding provisions of the Indenture,
as currently in effect.
Section 3.07 of the Indenture as currently in effect
SECTION 3.07 SEC Reports. The Company shall file with
the Trustee and provide Holders, within five days after filing
them with the SEC, copies of the annual reports and of the
information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may by
rules and regulations prescribe) that the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act. In the event that the Company is not required
to file information, documents or reports pursuant to either
of Section 13 or 15(d) of the Exchange Act, the Company shall
nonetheless file with the SEC, in accordance with such rules
and regulations as are prescribed by the SEC, and provide the
Trustee and Holders copies of the supplementary and periodic
information, documents and reports that may be required
pursuant to Section 13 of the Exchange Act, with respect to a
security listed and registered. The Company also shall comply
with the other provisions of TIA Section 314(a).
Section 3.07 of the Indenture as proposed to be amended
SECTION 3.07 SEC Reports. Guarantor shall furnish to
the Trustee, within 15 days after it files them with the SEC,
copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of
any of the foregoing as the SEC may by rules and regulations
prescribe) that Guarantor is required to file with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act. The
<PAGE>
Company and the Guarantor also shall comply with the other
provisions of TIA Section 314(a).
Sections 3.08, 3.09 and 3.10 of the Indenture as currently in
effect
SECTION 3.08 Limitation on Debt. (a) The Company shall
not, and shall not permit any Subsidiary, directly or
indirectly, to incur any Debt unless the Consolidated Interest
Coverage Ratio determined on the date of incurrence of such
Debt exceeds 2.75 to 1.
(b) Notwithstanding the foregoing, the Company and the
Subsidiaries may incur any or all of the following, each of
which is given independent effect:
(i) Debt under the Baroid Credit Agreement (or under any
Refinancing Agreement pertaining thereto), including any
guarantees thereof, in the aggregate principal amount of
the commitments thereunder, determined as of the Issue
Date, after the application of the proceeds of the
Securities in accordance with the Underwriting Agreement;
(ii) Debt incurred in connection with one or more letters
of credit issued pursuant to (A) self-insurance
obligations (other than workmens compensation
obligations), the aggregate face or stated amount of
which, together with the aggregate amount of any related
reimbursement obligations (without duplication) does not
exceed (x) $20,000,000 at any time outstanding for all
such letters of credit, whether now existing as issued or
renewed after the Issue Date in the case of the Company's
self-insurance obligations and (y) $16,000,000 at any
time outstanding for all such letters of credit issued on
the Issue Date for the benefit of NL Industries, Inc., or
Tremont Corporation pursuant to an obligation of the
Company set forth in the Company Indemnification
Agreement among the Company, Tremont Corporation and NL
Insurance, Ltd., dated September 26, 1990, which
<PAGE>
$16,000,000 amount shall be automatically reduced by the
corresponding amount as such obligations are satisfied or
terminated, and (B) workmen's compensation obligations
that do not exceed $1,000,000 in aggregate principal
amount at any time outstanding;
(iii) Debt evidenced by the Securities;
(iv) Debt of a Person existing at the time such Person is
merged with or into or consolidated with the Company or a
Subsidiary (and not incurred in anticipation of such
transaction), provided that the consolidated assets of
such Person exceed the consolidated Debt of such Person
on the date of acquisition;
(v) Debt of a Subsidiary of the Company existing at the
time such Subsidiary became a Subsidiary of the Company
and not incurred as a result of (or in connection with or
in anticipation of) such Subsidiary becoming a Subsidiary
of the Company; provided that such Debt does not become
an obligation of, and is not guaranteed by, the Company
or any of its other Subsidiaries;
(vi) Debt of the Company or any Subsidiary in respect of
(A) purchase money obligations incurred to finance the
acquisition of Property acquired in the ordinary course
of business of the Company and its Subsidiaries, provided
that any such purchase money obligation is Non-Recourse
Indebtedness that does not exceed the amount of the
addition to property, plant and equipment acquired
thereby, in accordance with GAAP, and such property,
plant and equipment is useful in the business conducted
by the Company and its Subsidiaries and (B) Capitalized
Lease Obligations, provided that such Capitalized Lease
Obligations are Non-Recourse Indebtedness and such
property, plant and equipment is useful in the business
conducted by the Company and its Subsidiaries;
(vii) Debt arising from agreements providing for
<PAGE>
indemnification, adjustment of purchase price or similar
obligations, or from guarantees or letters of credit,
surety bonds or performance bonds securing any
obligations of the Company or any Subsidiary pursuant to
such agreements, in any case incurred in connection with
the disposition of any business, Property or Subsidiary
of the Company or such Subsidiary, other than guarantees
of obligations incurred by any Person acquiring all or
any portion of such business, Property or Subsidiary for
the purpose of financing such acquisition;
(viii) Debt incurred in the ordinary course of
business in respect of performance bonds and surety
bonds;
(ix) Debt under currency hedging agreements and Interest
Swap Obligations of the Company or any Subsidiary to the
extent that such currency hedging agreements or Interest
Swap Obligations are related to payment obligations on
Debt otherwise permitted to be incurred under this
Section 3.08;
(x) Debt incurred in the ordinary course of business of
any Subsidiary to the Company or to any other Subsidiary
of the Company or any subordinated Debt of the Company to
any Subsidiary;
(xi) Debt of the Company and any Subsidiary remaining
outstanding immediately after the issuance of the
Securities and the application of the proceeds thereof in
accordance with the Underwriting Agreement;
(xii) Debt incurred in connection with a prepayment
of the Securities pursuant to a Change of Control in an
aggregate principal amount not to exceed the aggregate
prepayment price of such Securities, provided that such
Debt has (A) an Average Life to Stated Maturity equal to
or greater than the remaining Average Life to Stated
Maturity of the Securities and (B) a Stated Maturity that
<PAGE>
is no earlier than the Stated Maturity of the Securities;
(xiii) Debt issued in exchange for, or the proceeds of
which are used to renew, extend, substitute, refinance or
replace (collectively, "refinance") any Debt incurred
pursuant to clauses (i) through (vii), (xi) and (xii) of
this Section 3.08; provided that, unless such refinanced
Debt is for the purpose of and satisfies clauses (viii)
or (x) above, then (A) the maximum principal amount of
such refinanced Debt shall not exceed the original
principal amount or the original committed amount of the
Debt being refinanced unless the amount which exceeds the
original principal amount or the original committed
amount of the Debt being refinanced complies with the
provisions of this covenant, (B) the Average Life to
Stated Maturity of any refinanced Debt that has an
Average Life to Stated Maturity greater than the
Securities shall not be refinanced to an Average Life to
Stated Maturity less than the Securities; (C) the Stated
Maturity of any refinanced Debt that has a Stated
Maturity after the Stated Maturity of the Securities
shall not be refinanced to a Stated Maturity date prior
to the Stated Maturity of the Securities; and (D) the
refinanced Debt shall not rank, in right of payment with
respect to the Securities, prior to the Debt being
refinanced; and
(xiv) other Debt of the Company or any Subsidiary in
an amount not to exceed an aggregate of $50,000,000 at
any one time outstanding.
SECTION 3.09 Limitation on Restricted Payments. (a)
The Company shall not, and shall not permit any Subsidiary to,
directly or indirectly, make any Restricted Payment, if, after
giving effect thereto (including the pro forma effect of the
proposed Restricted Payment on the Consolidated Interest
Coverage Ratio for purposes of clause (ii) of this Section
3.09):
<PAGE>
(i) a Default or Event of Default shall have
occurred and be continuing;
(ii) the Company would not be able to incur at least
$1.00 of additional Debt pursuant to paragraph (a)
of Section 3.08; and
(iii) the aggregate amount of all Restricted
Payments made by the Company and the Subsidiaries
(if in any such case not made in cash, then the Fair
Market Value of any such payment used therefor shall
be determined by the Board of Directors of the
Company, whose determination shall be conclusive and
evidenced by a Board Resolution), including such
proposed Restricted Payment, from and after the date
of this Indenture, shall exceed the sum of:
(A) $60,000,000;
(B) plus 50% of Consolidated Net Income
accrued for the period (taken as one accounting
period) commencing on the date of the Indenture
to and including the fiscal quarter ended
immediately prior to the date of such
Restricted Payment (or, in the event
Consolidated Net Income for such period is a
deficit, then minus 100% of such deficit);
(C) plus 100% of the aggregate net proceeds
(including the Fair Market Value of Property
other than cash, as determined by the Board of
Directors) received by the Company from the
issuance or sale (other than to any Subsidiary
or Affiliate of the Company or any employee
stock ownership plan of the Company or any of
its Subsidiaries) of its Qualified Capital
Stock from and after the Issue Date.
(b) The provisions of paragraph (a) of this Section 3.09
<PAGE>
shall not prohibit:
(i) the payment of any dividend within 60 days
after the date of its declaration if such dividend
could have been paid on the date of its declaration
in compliance with the foregoing provisions;
provided that at the time of payment of such
dividend no other Default shall have occurred and be
continuing (or result therefrom);
(ii) the acquisition, redemption, repurchase or
retirement of any Redeemable Stock or Debt of the
Company in exchange for Capital Stock of the Company
that is not Redeemable Stock and is not exchangeable
for or convertible into Redeemable Stock or Debt of
the Company or any of its Subsidiaries; and
(iii) the acquisition by the Company or a
Subsidiary of the outstanding stock of a Subsidiary
held by minority holders who are not Affiliates of
the Company or of the outstanding stock of a
Minority-Owned Corporation held by holders who are
not Affiliates of the Company, provided that at the
time of such payment (A) no Default or Event of
Default shall have occurred and be continuing and
(B) such acquisition is made in the ordinary course
of business of the Company and its Subsidiaries.
The full amount of any Restricted Payments pursuant to
clause (i) but not pursuant to clauses (ii) and (iii) of
paragraph (b) of this Section 3.09 shall be included in the
calculation of the aggregate amount of the Restricted Payments
referred to in paragraph (a) of this Section 3.09.
SECTION 3.10. Limitation on Liens. The Company shall
not, and shall not permit any of its Subsidiaries to, directly
or indirectly, (a) create, incur, assume or suffer to exist
any Lien on or with respect to any of the Property (including,
without limitation, Capital Stock) owned by it, in either
<PAGE>
case, or any income or profits therefrom, whether owned on the
date of this Indenture or thereafter acquired, or (b) assign
any right to receive income or profits from any of the
Property or Capital Stock owned by it, in either case other
than:
(i) Liens existing as of the Issue Date, provided,
however, that Liens with respect to the Company's
currently existing $250 million credit facility
shall be released on the Issue Date (except as
permitted in the definition of Permitted Liens);
(ii) Liens securing Debt of the Company, provided
that (A) in the case of any such Debt that is Pari
Passu with the Securities, the Securities are
secured by Liens equal and ratable to such Liens and
(B) in the case of any such Debt that is subordinate
or junior in right of payment to the Securities, the
Securities are secured by Liens that are senior to
such Liens; and
(iii) Permitted Liens.
Sections 3.08, 3.09 and 3.10 of the Indenture as proposed to
be amended
Sections 3.08, 3.09 and 3.10 will be deleted in their
entirety and replaced by new Section 3.08.
SECTION 3.08 Restriction on Creation of Secured Debt.
After the date hereof, the Company will not at any time
create, incur, assume or guarantee, and will not cause or
permit a Restricted Subsidiary to create, incur, assume or
guarantee, any Secured Debt (including the creation of Secured
Debt by the securing of existing indebtedness) without first
making effective provision (and the Company covenants that in
such case it will first make or cause to be made effective
provision) whereby the Securities then outstanding (together
with any other indebtedness of the Company or such Restricted
Subsidiary then entitled to be so secured) shall be secured
<PAGE>
equally and ratably with (or prior to) any and all other
obligations and indebtedness thereby secured, for so long as
any such other obligations and indebtedness shall be so
secured; provided, however, that the foregoing covenants shall
not be applicable to Secured Debt secured solely by one or
more of the following Security Interests:
(a) Any Security Interest upon any property which
consists solely of one or more parcels of real property,
manufacturing plants, warehouses or office buildings and
of fixtures and equipment located on or at such parcels,
plants, warehouses or buildings and which is acquired,
constructed, developed or improved by the Company or a
Restricted Subsidiary after the date hereof, which
Security Interest is created prior to or
contemporaneously with, or within 120 days after, (i) in
the case of the acquisition of such property, the
completion of such acquisition and (ii) in the case of
the construction, development or improvement of such
property, the later to occur of the completion of such
construction, development or improvement or the
commencement of operation, use or commercial production
(exclusive of test and start-up periods) of the property,
which Security Interest secures or provides for the
payment of all or any part of the acquisition cost of
such property or the cost of construction, development or
improvement thereof, as the case may be;
(b) Any Security Interest on property existing at the
time of the acquisition thereof by the Company or a
Restricted Subsidiary, which Security Interest secures
obligations assumed by the Company or a Restricted
Subsidiary;
(c) Any Security Interest existing on the property of a
corporation or firm at the time such corporation or firm
is merged into or consolidated with the Company or a
Restricted Subsidiary;
<PAGE>
(d) Any conditional sales agreement or other title
retention agreement with respect to any property acquired
by the Company or a Restricted Subsidiary;
(e) Any Security Interest to secure indebtedness of a
Restricted Subsidiary to the Company or to another
Restricted Subsidiary; or
(f) Any extension, renewal or refunding (or successive
extensions, renewals or refundings) in whole or in part
of any Secured Debt secured by any Security Interest
referred to in the foregoing subparagraphs (a) through
(e), inclusive; provided, however, that the principal
amount of the Secured Debt secured thereby shall not
exceed the principal amount outstanding immediately prior
to such extension, renewal or refunding and that the
Security Interest securing such Secured Debt shall be
limited to the property which, immediately prior to such
extension, renewal, or refunding, secured such Secured
Debt and additions to such property.
Notwithstanding subparagraphs (b) and (c) above, the
creation, incurrence, assumption or guarantee of any Secured
Debt described therein shall not be permitted (i) if such
Secured Debt was created, incurred, assumed or guaranteed in
contemplation of the event or transaction referred to in said
subparagraphs or (ii) if the Security Interest securing such
Secured Debt attaches to or affects property owned by the
Company or a Restricted Subsidiary prior to the event or
transaction referred to in said subparagraphs.
Notwithstanding anything to the contrary in this Section
3.08, the Company and any one or more Restricted Subsidiaries
may create, incur, assume or guarantee Secured Debt if
immediately thereafter the sum of (i) the aggregate principal
amount of all Secured Debt outstanding as of the date of
determination (excluding Secured Debt permitted to be created,
incurred, assumed or guaranteed pursuant to subparagraphs (a)
through (f), inclusive, above) and (ii) all Attributable Debt
<PAGE>
in respect of Sale and Leaseback Transactions as of the date
of determination would not exceed 5% of Consolidated Net
Tangible Assets.
Section 3.11 of the Indenture as currently in effect
SECTION 3.11. Limitation on Transactions with
Affiliates. The Company shall not, and shall not permit any
of its Subsidiaries to, directly or indirectly, enter into or
permit to exist any transaction or series of related
transactions (including the purchase, sale, exchange or lease
of Property, the making of any Investment, the giving of any
guarantee or the rendering or receiving of any service) with
any Affiliate of the Company, except for any transaction or
series of related transactions in the ordinary course of
business of the Company, which involve a dollar amount that is
less than 3% of the consolidated revenues of the Company and
its Subsidiaries for the prior fiscal year, unless (i) such
transaction or series of related transactions is on terms no
less favorable to the Company than those that could be
obtained by the Company or such Subsidiary, as the case may
be, in a comparable transaction made on an arm's-length basis
with a Person who is not such an Affiliate and (ii) with
respect to any transaction or series of related transactions
that has a Fair Market Value equal to, or in excess of,
$5,000,000, either (A) the transaction or series of related
transactions is approved by a majority of the Independent
directors of the Board of Directors or (B) in the case of
Minority-Owned Corporations the transaction or series of
related transactions was contemplated in the business plan
approved by a majority of the Independent directors of the
Board of Directors or was approved by Officers of the Company
within the scope of their grant of authority approved by a
majority of the Independent directors of the Board of
Directors.
Section 3.11 of the Indenture as proposed to be amended
Section 3.11 will be deleted in its entirety.
<PAGE>
Section 3.15 of the Indenture as currently in effect
SECTION 3.15 Limitation on Sale-Leaseback Transactions.
The Company will not, and will not permit any Subsidiary to,
directly or indirectly, enter into, assume, guarantee or
otherwise become liable with respect to any Sale-Leaseback
Transaction unless (i) the Company or such Subsidiary would be
permitted under Section 3.08 to incur Debt in an aggregate
principal amount equal to or exceeding the value of the
Sale-Leaseback Transaction or (ii) the net proceeds from such
transaction are at least equal to the Fair Market Value of
such Property being transferred and the Company or such
Subsidiary applies or commits to apply within 60 days an
amount equal to the Net Available Proceeds of sale pursuant to
the Sale-Leaseback Transaction to (A) the repayment of Company
Debt that is Pari Passu with the Securities or, if no such
Debt is outstanding or repayable, in lieu thereof, other
Company or Subsidiary Debt or (B) the investment by the
Company in the primary lines of business of the Company and
its Subsidiaries.
Section 3.15 of the Indenture as proposed to be amended
SECTION 3.11 Limitation on Sale and Leaseback
Transactions. After the date hereof, the Company will not,
and will not permit any Restricted Subsidiary to, enter into
any Sale and Leaseback Transaction, unless (a) the Company or
such Restricted Subsidiary would be entitled to incur Secured
Debt pursuant to Section 3.08 (other than by reason of the
provisions of subparagraphs (a) through (f), inclusive, of
said Section) in an amount equal to the Attributable Debt in
respect of such Sale and Leaseback Transaction without equally
and ratably securing the Securities as provided in said
Section or (b) each of the following conditions is satisfied:
(i) the Company shall promptly give notice of such sale or
transfer to the Trustee; (ii) the net proceeds of such sale or
transfer are at least equal to the fair value (as determined
in good faith by a Board Resolution, a copy of which has been
delivered by the Company to the Trustee) of the property which
<PAGE>
is the subject of such sale or transfer; and (iii) the Company
or a Restricted Subsidiary shall apply, within one year after
the effective date of such sale or transfer, or shall have
committed within one year after such effective date to apply,
an amount at least equal to the net proceeds of the sale or
transfer of the property which is the subject of such sale or
transfer to the repayment of other Funded Debt owing by the
Company or any Restricted Subsidiary which is not subordinate
and junior in right of payment to the Securities; provided,
however, that if pursuant to clause (b) above the Company
commits to apply an amount at least equal to the net proceeds
of a sale or transfer to the repayment of other Funded Debt,
such commitment shall be made in a written instrument
delivered by the Company to the Trustee and shall require the
Company to so apply said amount within 18 months after the
effective date of such sale or transfer, and it shall
constitute a breach of the provisions of this Section 3.11 if
the Company shall fail so to apply said amount in satisfaction
of such commitment.
Sections 4.01 and 4.02 of the Indenture as currently in effect
SECTION 4.01 When the Company May Merge, etc. (a) The
Company shall not enter into any transaction or series of
transactions in order to consolidate or merge with or into any
Person or in order to sell, assign, transfer or lease or
otherwise dispose of all or substantially all of its
Properties as an entirety to any Person or permit any Person
to merge with or into the Company unless:
(i) (A) the Company shall be the continuing Person
after such transaction, or (B) the Person (if other than
the Company) formed by such consolidation or into which
the Company is merged or to which the Properties of the
Company are transferred substantially as an entirety (the
"surviving entity") is a corporation organized and
existing under the laws of the United States, any state
thereof or the District of Columbia;
<PAGE>
(ii) (A) the surviving entity (if other than the
Company) unconditionally assumes by supplemental
indenture, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of the
Company under the Securities and this Indenture, (B) the
surviving entity meets the Legal Requirements applicable
to the Securities and this Indenture at the time of such
transaction and (C) the Indenture remains in full force
and effect;
(iii) immediately before and immediately after
giving effect to such transaction or series of
transactions on a pro forma basis, no Default or Event
of Default shall have occurred and be continuing and the
Company (or the surviving entity if the Company is not
the continuing obligor under the Indenture), giving
effect to such transaction, could incur at least $1.00 of
additional Debt (assuming a market rate of interest with
respect to such additional Debt) under Section 3.08(a);
and
(iv) immediately after giving effect to such
transaction or series of transactions on a pro forma
basis, including any Debt incurred or anticipated to be
incurred in connection with such transaction or series of
transactions, the Consolidated Net Worth of the Company
(or the surviving entity if the Company is not the
continuing obligor under the Indenture) is at least equal
to the Consolidated Net Worth of the Company immediately
before such transaction.
SECTION 4.02. Successor Corporation Substituted. Upon
any consolidation or merger or any transfer, sale, lease or
other disposition of all or substantially all of the assets of
the Company pursuant to and in accordance with Section 4.01,
if the Company is not the surviving entity, the surviving
entity shall succeed to, and be substituted for, and may
exercise every right and power of the Company under this
Indenture with the same effect as if such Person (the
<PAGE>
"Successor") had been named herein as the Company. When such
a Successor assumes pursuant to Section 4.01 all of the
obligations of the Company under the Securities and this
Indenture, the applicable predecessor shall be released from
the obligations so assumed.
Sections 4.01 and 4.02 of the Indenture as proposed to be
amended
SECTION 4.01 When the Company May Merge, etc. The
Company shall not consolidate or merge into, or sell, assign,
transfer or lease all or substantially all of its assets to,
any person unless:
(1) the person is a corporation organized and existing
under the laws of the United States of America or any
State thereof or the District of Columbia;
(2) the person assumes by supplemental indenture all the
obligations of the Company under the Securities and this
Indenture;
(3) immediately after the transaction no Default shall
exist; and
(4) an Officers' Certificate and Opinion of Counsel have
been delivered to the Trustee to the effect that the
conditions set forth in the preceding clauses (1) through
(3) above have been met.
The corporation formed by or resulting from any such
consolidation or merger, or which shall have received all or
substantially all of such assets, shall succeed to and be
substituted for the Company with the same effect as if it had
been named herein as a party hereto, and thereafter, except in
the case of a lease of all or substantially all of such
assets, the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the
Securities.
<PAGE>
Sections 5.01 and 5.02 of the Indenture as currently in effect
SECTION 5.01. Events of Default. An "Event of Default"
occurs if:
(1) the Company defaults in the payment of interest on
any Security when the same becomes due and payable and
the Default continues for a period of 30 days;
(2) the Company defaults in the payment of the principal
or premium, if any, on any Security when the same becomes
due and payable at Stated Maturity, upon acceleration,
upon exercise by the Holder of the repurchase option upon
a Change of Control, upon declaration or otherwise;
(3) the Company fails to observe, perform or comply with
any of its agreements or covenants in, or provisions of,
the Securities or this Indenture and such failure to
observe, perform or comply continues for 60 days after
receipt by the Company of notice of the Default from the
Trustee or from Holders of at least 25% in principal
amount of the Securities;
(4) the Company or any of its Subsidiaries fails, after
any applicable grace period, to make any payment of
principal of, premium in respect of, or interest on, any
Debt when due, or any Debt of the Company or any of its
Subsidiaries is accelerated because of a default and, in
either case, the aggregate principal amount of such Debt
with respect to which any such failure to pay or
acceleration has occurred exceeds $5,000,000 or its
foreign currency equivalent;
(5) one or more judgments, orders or decrees in an
aggregate amount in excess of $10,000,000 (net of
applicable insurance coverage which is acknowledged in
writing by the insurer) are rendered against the Company
or any of its Subsidiaries (excluding any judgments or
orders that (i) relate to the Company's ordinary course
<PAGE>
of business in foreign countries, (ii) are from a court
of foreign jurisdiction and (iii) are realizable upon
Property with an aggregate value of less than $10,000,000
of the Company, any of its Subsidiaries or Minority-Owned
Corporations) and are not discharged and either there is
any period of 60 days during which a stay of enforcement
of such judgments, orders or decrees, by reason of a
pending appeal or otherwise, is not in effect;
(6) the Company fails to comply with its obligations
under Section 4.01;
(7) the Company or any of its Significant Subsidiaries
pursuant to or within the meaning of Title 11 of the
United States Code or any similar Federal or state law
for the relief of debtors or affecting creditors' rights
(collectively, "Bankruptcy Law"):
(i) commences a voluntary case or any other action
or proceeding,
(ii) consents by answer or otherwise to the
commencement against it of an involuntary case or
any other action or proceeding,
(iii) seeks or consents to the appointment of a
receiver, trustee, assignee, liquidator, custodian
or similar official under any Bankruptcy Law
(collectively, a "Custodian") of it or for all or
substantially all of its Property,
(iv) makes a general assignment for the benefit of
its creditors,
(v) admits in writing its inability to pay its
Debts as the same become due, or
(vi) takes corporate action for the purpose of
effecting any of the foregoing
<PAGE>
(or takes any comparable action under any foreign laws
relating to insolvency);
(8) A court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:
(i) is for relief against the Company or any of its
Significant Subsidiaries in an involuntary case in
bankruptcy or any other action or proceeding for any
other relief,
(ii) appoints a Custodian of the Company or any of
its Significant Subsidiaries or for all or
substantially all of the Property of the Company or
any of its Significant Subsidiaries, or
(iii) orders the winding up or liquidation of the
Company or any of its Significant Subsidiaries,
(or any similar relief is granted under any foreign laws) and in
each case the order or decree remains unstayed and in effect for 60
days, or any dismissal, stay, rescission or termination ceases to
remain in effect.
The foregoing will constitute Events of Default whatever
the reason for any such Event of Default and whether it is
voluntary or involuntary or is effected by operation of law or
pursuant to any judgment, order or decree of any court or any
order, rule or regulation of any other Governmental Authority.
The Trustee, within 90 days after the occurrence of any
continuing Default that is known to the Trustee, will give
notice thereof to the Securityholders; provided, however,
that, except in the case of a Default in payment of principal
of or interest on the Securities, the Trustee may withhold
such notice as long as it in good faith determines that such
withholding is in the interest of the Securityholders.
The Company shall deliver to the Trustee, within 30 days
<PAGE>
after the occurrence thereof, written notice in the form of an
Officers' Certificate of any event which with the giving of
notice and the lapse of time would become an Event of Default
under clause (3), its status and what action the Company is
taking or proposes to take with respect thereto.
SECTION 5.02 Acceleration. If an Event of Default
(other than an Event of Default specified in clause (7) or (8)
of Section 5.01 with respect to the Company or any of its
Significant Subsidiaries) occurs and is continuing, the
Trustee by notice to the Company, or the Holders of at least
25% in principal amount of the Securities by notice to the
Company and the Trustee, may declare the principal of and
accrued interest on all the Securities to be due and payable.
Upon such a declaration, such principal and interest shall be
due and payable immediately. If an Event of Default specified
in clause (7) or (8) of Section 5.01 with respect to the
Company or any of its Significant Subsidiaries occurs, the
principal of and interest on all the Securities shall ipso
facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any
Securityholders. The Holders of a majority in principal
amount of the Securities by notice to the Trustee may (i)
rescind an acceleration and its consequences if the rescission
would not conflict with any judgment, order or decree and if
all existing Events of Default have been cured or waived
(except nonpayment of principal or interest that has become
due solely because of acceleration) and (ii) waive an existing
Default and its consequences except a Default in the payment
of the principal of or interest on a Security or a Default in
respect of a provision that cannot be amended without the
consent of each Holder affected, as described in Section 8.02.
No such rescission shall affect any subsequent Default or
impair any right consequent thereto.
<PAGE>
Sections 5.01 and 5.02 of the Indenture as proposed to be
amended
SECTION 5.01. Events of Default. An "Event of Default"
occurs if:
(1) the Company defaults in the payment of interest
on any Security when the same becomes due and payable,
which Default continues for a period of 30 days;
(2) the Company defaults in the payment of the
principal or premium, if any, on any Security when the
same becomes due and payable at Stated Maturity, upon
acceleration, upon exercise by the Holder of the
repurchase option upon a Change of Control, upon
declaration or otherwise;
(3) the Company fails to comply with any of its
other agreements with respect to Securities or this
Indenture , which Default continues for a period of
90 days after notice of such Default is given to the
Company by the Trustee or the Holders of at least 25% in
principal amount of the Securities;
(4) there occurs a default under any bond,
indenture, note or other evidence of indebtedness for
money borrowed by the Company or any Restricted
Subsidiary or under any mortgage, indenture or instrument
under which there may be issued or by which there may be
secured or evidenced any indebtedness for money borrowed
by the Company or any Restricted Subsidiary (including
this Indenture) with a principal amount then outstanding
in excess of $25,000,000, whether such indebtedness
exists now or shall hereafter be created, which default
shall constitute a failure to pay any portion of the
principal of such indebtedness when due and payable after
the expiration of any applicable grace period with
respect thereto or results in such indebtedness becoming
or being declared due and payable prior to the date on
<PAGE>
which it would otherwise have become due and payable,
without such indebtedness having been discharged, or such
acceleration having been rescinded or annulled;
(5) the Company or any Material Subsidiary pursuant
to or within the meaning of any Bankruptcy Law:
(a) commences a voluntary case;
(b) consents to the entry of an order for
relief against it in an involuntary case;
(c) consents to the appointment of a Custodian
for it or for all or substantially all of its
property; or
(d) makes a general assignment for the benefit
of its creditors; or
(6) a court of competent jurisdiction enters an
order or decree under any Bankruptcy Law that:
(a) is for relief against the Company or any
Material Subsidiary in an involuntary case;
(b) appoints a Custodian of the Company or any
Material Subsidiary or for all or substantially
all of the property of the Company or such
Material Subsidiary; or
(c) orders the liquidation of the Company or
any Material Subsidiary, and the order or
decree remains unstayed and in effect for 90
days.
The term "Bankruptcy Law" means Title 11, U.S. Code or any
similar federal or state law for the relief of debtors. The
term "Custodian" means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.
<PAGE>
SECTION 5.02. Acceleration. If an Event of Default
with respect to the Securities (other then an Event of Default
specified in clause (5) or (6) of Section 5.01 with respect to
the Company or any Material Subsidiary) occurs and is
continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in principal amount of the Securities
by notice to the Company and the Trustee, may declare the
principal of and accrued interest on all the Securities to be
due and payable immediately. Upon such declaration, the
principal (or specified amount) of and accrued interest on all
the Securities shall be due and payable immediately. If an
Event of Default specified in clause (5) or (6) of Section
5.01 with respect to the Company or any of its Material
Subsidiaries occurs, the principal of and interest on all the
Securities shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of
the Trustee or any Securityholders. The Holders of a majority
in principal amount of the Securities by notice to the Trustee
and the Company may (i) rescind an acceleration and its
consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default with
respect to the Securities have been cured or waived (except
nonpayment of principal or interest that has become due solely
because of the acceleration) and (ii) waive an existing
Default and its consequences except a Default in respect of a
provision that cannot be amended without the consent of each
Holder affected, as described in Section 8.02. No such
recission shall affect any subsequent Default or impair any
right consequent thereto.
Proposed Article 10 to the Indenture
A new Article 10, Guarantee of the Securities, is
proposed to be added to the Indenture. See Appendix II.
Section 9.02 of the Indenture as proposed to be amended
Section 9.02 of the Indenture will be amended to include
a notification address for Dresser and to revise the
<PAGE>
notification address for Baroid, as follows:
SECTION 9.02. Notices. Any notice or communication
shall be in writing and delivered in Person or mailed by
first-class mail addressed as follows:
<PAGE>
if to the Company:
Baroid Corporation
2001 Ross Avenue
Dallas, Texas 75201
Attention: Treasurer
if to the Trustee:
Texas Commerce Bank National Association
600 Travis
8th Floor
Houston, Texas 77002
Attention: Corporate Trust Department
if to the Guarantor:
Dresser Industries, Inc.
2001 Ross Avenue
Dallas, Texas 75201
Attention: Treasurer
Each party by notice to the others may designate
additional or different addresses for subsequent notices or
communications.
Any notice or communication mailed to a
Securityholder shall be mailed to the Securityholder at the
Securityholder's address as it appears on the registration
books of the Registrar and shall be sufficiently given if so
mailed within the time prescribed.
Failure to mail a notice or communication to a
Securityholder or any defect in it shall not affect its
sufficiency with respect to other Securityholders. If a
notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives
it.
Certain Definitions 1.04 in the Indenture as currently in
<PAGE>
effect
"Affiliate" means, with respect to any Person, any other
Person which directly or indirectly through one or more
intermediaries controls, or is controlled by, or is under
common control with, such Person. As used in this definition,
"control" (including, with its correlative meanings,
"controlled by" and "under common control with") shall mean
possession, directly or indirectly through intermediaries, of
the power to direct or cause the direction of the management
and policies of a Person (whether through the ownership of
voting securities or partnership, equity or other ownership
interests, by contract or otherwise). Notwithstanding the
foregoing, no individual shall be deemed to be an Affiliate of
a Person solely by reason of his or her being an officer or
director (or Person performing an equivalent function) of such
Person, and neither the Company nor any of its Subsidiaries
shall be deemed to be Affiliates of each other, as long as no
Affiliate (other than a Subsidiary or Minority Owned
Corporation) of the Company owns, directly or indirectly
(except through such Affiliate's ownership of its interest in
the Company) any interest in such Subsidiary.
"Asset Sale" means the sale or other disposition of any
property, plant or equipment of the Company or its
consolidated Subsidiaries (including pursuant to any
Sale-Leaseback Transaction) that is not sold or otherwise
disposed of in the ordinary course of business and the sale or
other disposition of any Capital Stock of any Person.
"Average Life" means, as of the date of determination,
with respect to any Debt, the quotient obtained by dividing
(i) the sum of the products of the numbers of years from the
date of determination to the dates of each successive
scheduled principal payment of such Debt multiplied by the
amount of such principal payment by (ii) the sum of all such
principal payments.
"Capitalized Lease Obligations" of a Person means any
<PAGE>
obligation that is required to be classified and accounted for
as a capital lease on the face of a balance sheet of such
Person prepared in accordance with GAAP; the amount of such
obligation shall be the capitalized amount thereof, determined
in accordance with GAAP; and the Stated Maturity thereof shall
be the date of the last payment of rent or other amount due
under such lease prior to the first date upon which such lease
may be terminated by the lessee without payment of a penalty.
"Consolidated EBITDA" means, with respect to any period,
the sum for such period of Consolidated Net Income, plus, to
the extent reflected in the Company's consolidated income
statement for the period for which Consolidated Net Income is
determined, without duplication, (i) Consolidated Interest
Expense, (ii) income tax expense, (iii) depreciation expense,
(iv) amortization expense and (v) any charge related to any
premium or penalty paid in connection with redeeming,
repurchasing or retiring any Debt prior to its Stated
Maturity, all as determined on a consolidated basis for the
Company and its consolidated Subsidiaries in accordance with
GAAP.
"Consolidated Interest Coverage Ratio" means, for any
Transaction Date, the ratio of (i) the aggregate amount of
Consolidated EBITDA of the Company and its consolidated
Subsidiaries for the Reference Period to (ii) the aggregate
amount of Consolidated Interest Expense for the fiscal quarter
in which such Transaction Date occurs and to be accrued during
the three fiscal quarters immediately subsequent thereto
(based on the pro forma amount of Debt of the Company and its
consolidated Subsidiaries projected by the Company to be
outstanding on such Transaction Date), assuming for the
purposes of this projection the continuation of market
interest rates prevailing on the Transaction Date and assuming
base interest rates in respect of floating interest rate
obligations equal to the base interest rates on such
obligations in effect as of such Transaction Date; provided
that the interest rate used to calculate Consolidated Interest
Expense shall be adjusted for all or any portion of such
<PAGE>
four-quarter period to reflect the effects of any Interest
Swap Obligation to which the Company or any of its
Subsidiaries is a party; provided further that any
Consolidated Interest Expense with respect to Debt incurred or
retired by the Company or any of its Subsidiaries during the
fiscal quarter in which such Transaction Date occurs shall be
calculated as if such Debt were so incurred or retired on the
first day of the fiscal quarter in which such Transaction Date
occurs; and provided further that if the transaction giving
rise to the need to calculate the Consolidated Interest
Coverage Ratio would have the effect of increasing or
decreasing Consolidated EBITDA in the future, Consolidated
EBITDA shall be calculated on a pro forma basis as if such
transaction had occurred on the first day of the four fiscal
quarters referred to in clause (i) of this definition, and,
during the same four fiscal quarters, (A) if the Company or
any of its Subsidiaries shall have engaged in any Asset Sale,
Consolidated EBITDA for such period shall be reduced by an
amount equal to the Consolidated EBITDA (if positive) or
increased by an amount equal to the Consolidated EBITDA (if
negative) directly attributable in accordance with GAAP to the
assets that are the subject of such Asset Sale for such period
calculated on a pro forma basis as if such Asset Sale and any
related retirement of Debt had occurred on the first day of
such period or (B) if the Company or any of its Subsidiaries
shall have acquired any material Property out of the ordinary
course of business, Consolidated EBITDA shall be calculated on
a pro forma basis to reflect the effects of acquiring such
Property as if such acquisition and any related financing had
occurred on the first day of such period.
"Consolidated Interest Expense" means, for the Company
and its consolidated Subsidiaries for any period, (i) the sum
of, without duplication, (A) the aggregate amount of interest
expense with respect to Debt recognized by the Company and its
consolidated Subsidiaries, determined on a consolidated basis
in accordance with GAAP, (B) to the extent any Debt of any
Person is guaranteed by the Company or any Subsidiary, the
aggregate amount of interest paid or accrued by such other
<PAGE>
Person during such period attributable to any such Debt, (C)
Preferred Stock dividends in respect of Preferred Stock of the
Company or any Subsidiary held by Persons other than the
Company or a Subsidiary thereof and (D) the interest portion
of any deferred payment obligation, and less (ii) to the
extent included in (i) above, amortization or write-off during
such period of deferred financing costs of the Company and any
Subsidiary during such period, together with any charge
related to any premium or penalty paid in connection with
redeeming, repurchasing or retiring any Debt prior to its
Stated Maturity (all the amounts described in (i) and (ii)
above determined in accordance with GAAP).
"Consolidated Net Income" means, for any period, the
aggregate net income (or net loss, as the case may be) of the
Company and its consolidated Subsidiaries determined on a
consolidated basis in accordance with GAAP; provided, however,
that there shall be excluded from such Consolidated Net
Income, without duplication:
(i) gains and losses resulting from any Asset Sale
or from the treatment of reserves related thereto (except
any gains or losses associated with the negotiated
contract value of assets lost in the ordinary course of
the Company's drilling services and products business as
reflected in the Company's financial statements in
accordance with GAAP);
(ii) items classified as extraordinary (other than
any tax benefit of the utilization of net operating loss
carry forwards or alternative minimum tax credits);
(iii) the income or loss of any Person other
than the Company or a Subsidiary of the Company, except
that (A) the Company's equity in the net income of any
such Person for such period shall be included in such
Consolidated Net Income to the extent of the aggregate
amount of cash dividends or other distributions actually
paid by such Person during such period out of funds
<PAGE>
legally available therefor and recognized by the Company
or a Subsidiary as a dividend or other distribution and
(B) the Company's equity in a net loss of any such Person
for such period shall be included in determining such
Consolidated Net Income;
(iv) the income or loss of any other Person (except
to the extent includable under clause (iii) above)
accrued or attributable to any period prior to the date
(A) such Person becomes a Subsidiary of the Company or
any of its Subsidiaries, (B) such Person is merged into
or consolidated with the Company or any of its
Subsidiaries or (C) any of such Person's Subsidiaries or
such Person's Property (or a portion thereof) is acquired
by the Company or any of its Subsidiaries;
(v) any non-cash charge resulting from the
application of Statement of Financial Accounting
Standards No. 106 ("SFAS 106") to the extent such
non-cash charge exceeds the cash payments for benefits
covered by SFAS 106 for the relevant period;
(vi) the net income of any Subsidiary of the Company
or any of its Subsidiaries to the extent that the
declaration of dividends or similar distributions by that
Subsidiary of that income is not at the time permitted,
directly or indirectly, by operation of the terms of its
charter or any agreement, instrument, judgment, decree,
order, statute, law, rule or Legal Requirements
applicable to that Subsidiary or to its stockholders;
(vii) any net income of any Person acquired by
the Company or any of its Subsidiaries in a pooling of
interests transaction for any period prior to the date of
such acquisition; and
(viii) the cumulative effect of a change in
accounting principles.
<PAGE>
"Consolidated Net Operating Cash Flow" means, for any
period, the Consolidated Net Income of the Company and its
Subsidiaries for such period, increased by (i) the sum of (A)
Consolidated Interest Expense of the Company for such period,
(B) consolidated income tax expense of the Company and its
Subsidiaries (other than income tax expense attributable to
Asset Sales), (C) consolidated depreciation expense of the
Company and its Subsidiaries, (D) consolidated amortization
expense of the Company and its Subsidiaries, (E) other
non-cash items reducing such Consolidated Net Income, minus
non-cash items increasing such Consolidated Net Income, and
reduced by (ii) any revenues received or accrued by the
Company or any of its Subsidiaries from any Person (other than
the Company or any of its Subsidiaries) in respect of any
Investment (all of the amounts in (i) and (ii) above
determined in accordance with GAAP).
"Consolidated Net Tangible Assets" means the net assets
(including cash and cash equivalents) of the Company and its
Subsidiaries determined on a consolidated basis in accordance
with GAAP, minus intangible assets (including organization
costs, patents, trademarks, copyrights, franchises, licenses,
research and development costs and goodwill, but excluding any
cash equivalents that may be deemed to be intangible assets).
"Consolidated Net Worth" of any Person as of any date of
determination means the total of the amounts that would be
shown on the balance sheet of such Person and its consolidated
Subsidiaries, determined on a consolidated basis in accordance
with GAAP, as of such date, as (i) the par or stated value of
all outstanding Capital Stock of such Person, plus (ii)
paid-in capital or capital surplus relating to such Capital
Stock, plus (iii) any retained earnings or earned surplus,
minus (A) any accumulated deficit, minus (B) any amounts
attributable to Disqualified Stock.
"Debt" of any Person means, without duplication:
(i) the principal in respect of (A) indebtedness of
<PAGE>
such Person for money borrowed and (B) indebtedness
evidenced by notes, debentures, bonds or other similar
instruments for the payment of which such Person is
responsible or liable;
(ii) all Capitalized Lease Obligations of such
Person;
(iii) all obligations of such Person issued or
assumed as the deferred purchase price of Property, all
conditional sale obligations of such Person and all
obligations under any title retention agreement (but
excluding trade accounts payable arising in the ordinary
course of business in accordance with customary trade
practices);
(iv) all obligations of such Person for the
reimbursement of any obligor on any letter of credit,
banker's acceptance or similar credit transaction (other
than obligations with respect to letters of credit
securing obligations (other than obligations described in
clauses (i) through (iii) above) entered into in the
ordinary course of business of such Person to the extent
such letters of credit are not drawn upon or, if and to
the extent drawn upon, such drawing is reimbursed no
later than the third Business Day following receipt by
such Person of a demand for reimbursement following
payment on the letter of credit);
(v) the principal amount of all obligations of such
Person with respect to the redemption, repayment or other
repurchase of any Disqualified Stock;
(vi) all obligations of such Person in respect of
the "Agreement Value" (as defined in the Code of Standard
Wording, Assumptions and Provisions for Swaps of the
Interest Swaps Dealers Association, Inc.) of the Interest
Swap Obligations, or such similar valuation set forth in
any Interest Swap Obligations;
<PAGE>
(vii) all obligations of the type referred to in
clauses (i) through (vi) of other Persons, together with
all dividends of other Persons, for the payment of which,
in either case, such Person is responsible or liable as
obligor, guarantor or otherwise; and
(viii) all obligations of the type referred to in
clauses (i) through (vii) of other Persons secured by any
Lien on, or in respect of which there is recourse to, any
Property of the Person whose Debt is determined hereunder
(whether or not such obligation is assumed by such
Person), the amount of such obligation being deemed to be
the lesser of the value of such Property or the amount of
the obligation so secured or in respect of which there is
such recourse.
"Disqualified Stock" means, with respect to any Person,
any Capital Stock of such Person which by its terms (or by the
terms of any security into which it is convertible or for
which it is exchangeable or exercisable), upon the happening
of any event or otherwise (i) matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or
otherwise, (ii) is convertible into or exchangeable or
exercisable for Debt or Disqualified Stock or (iii) is
redeemable at the option of the holder thereof, in whole or in
part, in each case on or prior to the first anniversary of the
Stated Maturity of the Securities.
"incur," with respect to any Debt, means, directly or
indirectly, issue, create, assume, guarantee, incur or
otherwise become liable for such Debt; provided, however, that
any Debt of a Person existing at the time such Person becomes
a Subsidiary (whether by merger, consolidation, acquisition or
otherwise) shall be deemed to be incurred by such Subsidiary
at the time it becomes a Subsidiary; "incurrence" has a
correlative meaning.
"Interest Swap Obligations" means the obligations of any
Person pursuant to any interest rate swap agreement, interest
<PAGE>
rate collar agreement or other similar agreement or
arrangement designed to provide interest rate protection.
"Investment" in any Person means, directly, or
indirectly, (i) (A) any advance, loan or capital contribution
to, (B) the purchase of any stock, bonds, notes, debentures or
other securities of or (C) the acquisition, by purchase or
otherwise, of all or substantially all of the business or
assets or stock or other evidence of beneficial ownership of,
any Person or (ii) any Capital Contribution or any other
Investment in any Person, provided, however, that the term
"Investment" shall not include extensions of trade credit on
commercially reasonable terms in accordance with normal trade
practices.
"Lien" means any mortgage, pledge, lien, charge, adverse
claim affecting title, deed of trust, security interest,
option or other agreement to sell or any other similar
encumbrance (including any agreement to give any of the
foregoing). For purposes of this Indenture, a Person shall be
deemed to own subject to a Lien any Property that it has
acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, Capitalized Lease
Obligation, Sale/Leaseback Transaction or other title
retention agreement (including any lease in the nature
thereof) relating to such Property.
"Net Available Proceeds" means, with respect to any
Sale-Leaseback Transaction entered into by the Company or any
Subsidiary, the aggregate net proceeds received by the Company
or such Subsidiary from such Sale-Leaseback Transaction after
payment of expenses, fees, taxes, commissions and similar
amounts incurred in connection therewith, whether such
proceeds are in cash or in Property (valued at the Fair Market
Value thereof at the time of receipt).
"Non-Recourse Indebtedness" means Debt or other
obligations secured by a Lien on Property to the extent that
the liability for such Debt or other obligations is limited to
<PAGE>
the security of the Property without liability on the part of
the Company or any Subsidiary (other than the Subsidiary that
holds title to such Property) for any deficiency.
"Pari Passu," as applied to the ranking of any Debt of a
Person in relation to other Debt of such Person, means that
each such Debt either (i) is not subordinate or junior in
right of payment to any Debt or (ii) is subordinate or junior
in right of payment to the same Debt as is the other, and is
so subordinate or junior to the same extent, and is not
subordinate or junior in right of payment to each other or to
any Debt as to which the other is not so subordinate or
junior.
"Permitted Liens" means, with respect to any Person,
(i) Liens securing Debt under the Baroid Credit
Agreement (or any Refinancing Agreement) in respect of
liabilities for letters of credit, which liabilities
(consisting of the undrawn face amount of such letters of
credit and the unpaid amount of reimbursement obligations
in respect of drawings on such letters of credit) do not
exceed $50,000,000, provided that such Debt is permitted
by clause (i) of Section 3.08(b);
(ii) Liens securing letters of credit issued
pursuant to self-insurance obligations in accordance with
clause (ii) of Section 3.08(b);
(iii) Liens securing Debt under Capitalized Lease
Obligations and/or purchase money indebtedness; provided
that (A) the principal amount of such Debt incurred in
any such transaction does not, at the time such Debt is
incurred, exceed 100% of the purchase price of the
Property acquired in connection with such Capitalized
Lease Obligation or purchase money indebtedness and (B)
no Property of the Company (other than the Property
acquired in connection with such Capitalized Lease
Obligation or purchase money indebtedness) is subject to
<PAGE>
any Lien securing such Debt;
(iv) Liens on Property of a Person existing at the
time such Person is merged with or into or consolidated
with the Company or a Subsidiary (and not incurred in
anticipation of such transaction); provided that such
Liens do not extend to or cover any Property of the
Company or any Subsidiary (other than the Property
acquired in the merger or consolidation);
(v) Liens on Property existing at the time of the
acquisition thereof (and not incurred in anticipation of
such transaction); provided that such Liens do not extend
to or cover any Property of the Company or any Subsidiary
(other than the Property acquired in the acquisition);
(vi) Liens on the Property of a Subsidiary of the
Company existing at the time such Subsidiary became a
Subsidiary of the Company and not incurred as a result of
(or in connection with or in anticipation of) such
Subsidiary becoming a Subsidiary of the Company, provided
that such Liens do not extend to or cover any Property of
the Company or any of its other Subsidiaries (other than
the Property so acquired);
(vii) any Lien on the accounts receivable,
inventory, general intangibles and proceeds therefrom of
the Company and its Subsidiaries securing Debt (and
related payment and performance obligations) under any
currency hedging agreements and Interest Swap
Obligations;
(viii) any Lien arising by reason of (A) any
judgment, decree or order of any court, so long as such
Lien is being contested in good faith and any appropriate
legal proceedings which may have been duly initiated for
the review of such judgment, decree or order shall not
have been finally terminated or the period within which
such proceedings may be initiated shall not have expired,
<PAGE>
(B) taxes that are not yet delinquent or that are being
contested in good faith, (C) security for payment of
workers' compensation or other similar insurance, (D)
security for the performance of tenders, contracts (other
than contracts for the payment of borrowed money) or
leases, (E) deposits to secure public or statutory
obligations, or in lieu of surety or appeal bonds entered
into in the ordinary course of business, (F) operation of
law in favor of carriers, warehousemen, landlords,
mechanics, materialmen, laborers, employees, suppliers or
similar Persons, incurred in the ordinary course of
business for sums that are not yet delinquent or are
being contested in good faith by negotiations or by
appropriate proceedings that suspend the collection
thereof, and (G) security for surety, appeal,
reclamation, performance or other similar bonds;
(ix) easements, reservations, licenses,
rights-of-way, zoning restrictions and covenants,
conditions and restrictions and other similar
encumbrances or title defects that, in the aggregate, do
not materially detract from the use of the Property
subject thereto or materially interfere with the ordinary
conduct of the business of the Company or any of its
Subsidiaries;
(x) leases and subleases of Property that do not
interfere with the ordinary conduct of the business of
the Company or any of its Subsidiaries, and that are made
on customary and usual terms applicable to similar
Properties;
(xi) Liens for property taxes for Property that the
Company or any Subsidiary has determined to abandon,
provided that (A) if the book value of such Property as
of the time of such proposed abandonment exceeds
$500,000, the Board of Directors of the Company or such
Subsidiary, as the case may be, shall have determined
that the Fair Market Value of such Property as of the
<PAGE>
date of determination does not exceed the
then-outstanding amount of the property tax for such
Property and (B) the sole recourse for such tax,
assessment, charge or levy is to such Property;
(xii) Liens securing Debt or other obligations
of the Company or Subsidiary not in excess of $5,000,000
in the aggregate;
(xiii) Liens to secure any Debt that renews,
extends, substitutes, replaces or refinances
("refinance," "refinanced" or "refinancing") other Debt
incurred in compliance with the terms of the Indenture,
provided that (A) the Debt being refinanced shall have
been secured by a Lien for Debt that is permitted by this
definition of Permitted Liens; (B) the refinancing does
not result in an increase in the aggregate original
principal amount or the original committed amount of the
Debt being so refinanced unless the increase complies
with the provisions of Section 3.08(a); (C) except with
respect to Liens described under clause (ii) of this
definition of Permitted Liens, the Property covered by
such Liens shall include only the Property that secured
the Debt being so refinanced; (D) refinanced Debt shall
not rank, in right of payment with respect to the
Securities, prior to the Debt being refinanced; and (E)
the Lien on the refinanced Debt does not secure an amount
in excess of the original amount permitted under this
definition of Permitted Liens.
"Preferred Stock," as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes
(however designated) that is preferred as to the payment of
dividends, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class
of such corporation.
"principal" of a Security means the principal of the
<PAGE>
Security plus the premium, if any (including premium payable
pursuant to Section 3.14), payable on the Security which is
due or overdue or is to become due at the relevant time.
"Qualified Capital Stock" means Capital Stock not
constituting Disqualified Stock.
"Redeemable Capital Stock" means, with respect to any
Person, any Capital Stock of such person that, by its terms
(or by the terms of any security into which it is convertible
or for which it is exchangeable), or upon the happening of any
event, matures or may mature or is or may become mandatorily
redeemable, pursuant to a sinking fund obligation or
otherwise, or is exchangeable for Debt, or is redeemable at
the option of the holder thereof, in whole or in part, on or
prior to the Stated Maturity of the Securities.
"Reference Period," with respect to any Transaction Date,
means the period of four consecutive fiscal quarters ending
with the last full fiscal quarter for which financial
information is available immediately preceding the Transaction
Date.
"Refinancing Agreement" means any credit agreement or
other agreement pursuant to which the Company renews, extends,
substitutes, refinances or replaces at any time all or any
portion of the borrowings under the Baroid Credit Agreement or
another Refinancing Agreement.
"Restricted Payment" means any of the following: any
declaration or payment of any dividend on, or distribution on
or in respect of, or purchase, redemption, acquisition or
retirement for value, of any Capital Stock of the Company or
any Affiliate of the Company, other than any dividend or
distribution payable solely in Qualified Capital Stock (other
than Redeemable Capital Stock) of the Company or such
Affiliate, as the case may be.
"Sale-Leaseback Transaction" means an arrangement
<PAGE>
relating to Property owned as of the date of this Indenture or
thereafter acquired whereby the Company or any of its
Subsidiaries transfers such Property to a Person and leases it
back from such Person.
"Significant Subsidiary" means each Subsidiary of the
Company that (i) during the most recent four consecutive
fiscal quarters of the Company for which financial information
thereof is available accounted for more than 10% of the
Consolidated Net Operating Cash Flow of the Company or (ii) is
the owner, directly or indirectly, of more than 10% of the
Consolidated Net Tangible Assets of the Company.
"Transaction Date" means, for any test or ratio, the date
of the transaction giving rise to the requirement to determine
such test or ratio.
"Voting Stock" means securities of any class or classes
of a Person, the holders of which are ordinarily, in the
absence of contingencies, entitled to vote for corporate
directors (or Persons performing equivalent functions).
Certain Definitions 1.04 in the Indenture as proposed to be
amended
"Affiliate" means any person directly or indirectly
controlling or controlled by, or under direct or indirect
common control with, the Company.
"Consolidated Net Tangible Assets" means the total amount
of assets which would be included on a consolidated balance
sheet of the Guarantor and its subsidiaries (whether such
subsidiaries are corporations or partnerships or other
entities not organized as corporations) under generally
accepted accounting principles (less applicable reserves and
other properly deductible items) after deducting therefrom:
(a) all short-term liabilities and liability items,
except for (i) liabilities and liability items payable by
<PAGE>
their terms more than one year from the date of
determination (or renewable or extendible at the option
of the obligor for a period ending more than one year
after such date) and (ii) liabilities in respect of
retiree benefits other than pensions for which the
Guarantor is required to accrue pursuant to Statement of
Financial Accounting Standards No. 106; and
(b) all goodwill, trade names, trademarks, patents,
unamortized debt discount, unamortized expense incurred
in the issuance of debt and other intangible assets.
Certain Definitions in the Indenture to be deleted in their
entirety
"Asset Sale"; "Average Life"; "Capital Contribution";
"Capitalized Lease Obligations"; "Consolidated EBITDA";
"Consolidated Interest Coverage Ratio"; "Consolidated Interest
Expense"; "Consolidated Net Income"; "Consolidated Net
Operating Cash Flow"; "Consolidated Net Worth"; "Debt";
"Disqualified Stock"; "incur"; "Interest Swap Obligations";
"Investment"; "Lien"; "Net Available Proceeds"; "Non-Recourse
Indebtedness"; "Pari Passu"; "Permitted Liens"; "Qualified
Capital Stock"; "Redeemable Capital Stock"; "Restricted
Payment"; "Significant Subsidiary"; and "Transaction Date."
New Definitions Proposed to be Added to the Indenture
"Attributable Debt" means, in respect of a Sale and
Leaseback Transaction, the present value (discounted at the
weighted average effective interest rate per annum of the
outstanding Securities of all series, compounded semiannually)
of the obligation of the lessee for rental payments during the
remaining term of the lease entered into in connection with
such transaction, including any period for which such lease
has been extended or may, at the option of the lessor, be
extended or, if earlier, until the earliest date on which the
lessee may terminate such lease upon payment of a penalty (in
which case for purposes of this definition the obligation of
<PAGE>
the lessee for rental payments shall include such penalty),
after excluding all amounts required to be paid on account of
maintenance and repairs, insurance, taxes, assessments, water
and utility rates and similar charges. Notwithstanding the
foregoing, there shall not be deemed to be any "Attributable
Debt" in respect of a Sale and Leaseback Transaction if the
Company is authorized to enter into such transaction pursuant
to clause (b) of Section 3.11.
"Funded Debt" means all indebtedness or obligations which
by its terms is payable more than 12 months after the date of
determination (or which is renewable or extendible at the
option of the obligor on such indebtedness to a date more than
12 months after the date of determination) which should under
generally accepted accounting principles be shown as a
liability on the consolidated financial statements of the
Company and its consolidated subsidiaries.
"Guarantee" means any guarantee of the Guarantor of the
Securities pursuant to Article 10, whether or not such
guarantee is endorsed on the Securities.
"Guarantor" means the party named as such above until a
successor replaces it pursuant to the applicable provisions of
this Indenture, and thereafter shall mean the successor.
"Material Subsidiary" means any consolidated subsidiary
of the Company (whether a corporation or a partnership or
other entity not organized as a corporation) if such
consolidated subsidiary would be deemed a "significant
subsidiary" under the rules and regulations promulgated by the
SEC under the Securities Act.
"Maturity" when used with respect to any Security means
the date on which the principal of such Security or an
installment of principal becomes due and payable as therein
provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption, pursuant to a sinking fund
<PAGE>
or otherwise.
"Principal" of a Security means the principal of the
Security, plus the premium, if any, on the Security. In
determining whether the Holders of the requisite principal
amount of any series of Original Issue Discount Securities
have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of
any Original Issue Discount Security for such purposes shall
be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a
declaration of acceleration of the Stated Maturity thereof
pursuant to Section 5.02.
"Restricted Subsidiary" means any Subsidiary existing as
of the date hereof or any corporation that is the successor to
such a Subsidiary; provided, however, that the term
"Restricted Subsidiary" shall not include any Subsidiary the
primary business of which is to provide insurance to the
Company or its Affiliates.
"Sale and Leaseback Transaction" means any sale or
transfer made by the Company or one or more Restricted
Subsidiaries (except a sale or transfer made to the Company or
one or more Restricted Subsidiaries) of any property which (in
the case of a property which is a manufacturing plant,
warehouse, or office building) has been in operation, use, or
commercial production (exclusive of test and start-up periods)
by the Company or any Restricted Subsidiary for more than 120
days prior to such sale or transfer or which (in the case of a
case or a property which is a parcel of real property other
than a manufacturing plant, warehouse or office building) has
been owned by the Company or any Restricted Subsidiary for
more than 120 days prior to such sale or transfer, if such
sale or transfer is made with the intention of leasing, or as
part of an arrangement involving the lease, of such property
to the Company or a Restricted Subsidiary, except (a) a lease
for a period not exceeding 60 months (exclusive of any renewal
options granted thereunder to the Company or any Restricted
<PAGE>
Subsidiary), made with the intention that the use of the
leased property by the Company or such Restricted Subsidiary
will be discontinued on or before the expiration of such
period and (b) a lease that secures or relates to obligations
issued by the United States of America or any state, territory
or possession of the United States of America, or any
political subdivision of any of the foregoing, or of the
District of Columbia, in connection with the financing of the
cost of construction or acquisition of such property or a part
thereof.
"Secured Debt" means (i) any indebtedness for money
borrowed by, or evidenced by a note or other similar
instrument of, the Company or a Restricted Subsidiary, (ii)
any other indebtedness of the Company or Restricted Subsidiary
on which by the terms of such indebtedness interest is paid or
payable, including obligations evidenced or secured by leases,
installment sales agreements or other instruments, or (iii)
any indebtedness or obligations of others of a type referred
to in clause (i) or (ii) above that are guaranteed, directly
or indirectly, by the Company or any Restricted Subsidiary,
which in any such case is secured by (a) a Security Interest
in any property of the Company or any Restricted Subsidiary or
portion thereof or (b) a Security Interest in any shares of
stock owned directly or indirectly by the Company or a
Restricted Subsidiary in a corporation or in equity interests
owned by the Company or a Restricted Subsidiary in a
partnership or other entity not organized as a corporation or
in the rights of the Company or any Restricted Subsidiary in
respect of indebtedness for money borrowed by a corporation,
partnership or other entity in which the Company or a
Restricted Subsidiary has an equity interest. The securing in
the foregoing manner of any indebtedness which immediately
prior thereto was not Secured Debt shall be deemed to be the
creation of Secured Debt at the time such security is given.
The amount of Secured Debt at any time outstanding shall be
the maximum aggregate amount then owing thereon by the Company
and its Restricted Subsidiaries.
"Security Interest" means any mortgage, pledge, lien,
<PAGE>
encumbrance or other security interest which secures payment
or performance of an obligation.
<PAGE>
APPENDIX II
"ARTICLE 10
GUARANTEE OF SECURITIES
SECTION 10.01 Guarantee. The Guarantor for
consideration received unconditionally and irrevocably
guarantees to each Securityholder (i) the due and punctual
payment of the principal of and interest on such Security when
and as the same shall become due and payable, whether at
Stated Maturity, as a result of redemption, upon exercise by
the Holder of the repurchase option upon a Change of Control,
by acceleration or otherwise; (ii) the due and punctual
payment of interest on overdue principal of and interest on
the Securities, to the extent lawful; (iii) the due and
punctual performance of all other obligations under this
Indenture to the Securityholders or the Trustee in accordance
with the terms of such Security and of this Indenture, and
(iv) in the case of any extension of time of payment or
renewal of any securities or any such other obligations, that
the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, at
Stated Maturity, at redemption, upon exercise by the Holder of
the repurchase option upon a Change of Control, by
acceleration or otherwise, to be paid by such Guarantor. In
all respects, the Guarantor hereby agrees that its obligations
hereunder shall be absolute and unconditional, irrespective
of, and shall be unaffected by, an invalidity, irregularity or
unenforceability of any such Security or any other Article of
this Indenture, any failure to enforce or exercise, or delay
in enforcing or exercising, any right, power or privilege or
any of the other provisions of such Security or this
Indenture, any waiver, modification or indulgence granted to
the Company with respect thereto, by the Securityholders or
the Trustee, or any other circumstances which may otherwise
constitute a legal or equitable discharge of a surety or
guarantor. This Guarantee is a guarantee of payment and not
of collection. The Guarantor waives diligence, presentment,
<PAGE>
filing of claims with a court in the event of merger or
bankruptcy of the Company, any right to require a proceeding
or demand first against the Company, the benefit of
discussion, protest or notice with respect to any such
Security or the indebtedness represented thereby and all other
demands whatsoever, and covenants that this Guarantee will not
be discharged as to any Security except by payment in full of
the amount of principal thereof and interest thereon and as
provided by this Indenture. The Guarantor further agrees
that, as between Guarantor, on the one hand, and the
Securityholders and the Trustee, on the other hand, (i) the
maturity of the obligations guaranteed hereby may be
accelerated as provided in Article 5 hereof for the purposes
of this Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of
the obligations guaranteed hereby, and (ii) in the event of
any acceleration of such obligations as provided in Article 5
hereof, such obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantor for
the purpose of this Guarantee. In addition, without limiting
the foregoing provisions, upon the effectiveness of an
acceleration under Article 5, the Trustee shall promptly make
a demand for payment on the Securities under the Guarantee
provided for in this Article 10 and not discharged; provided
that the failure by the Trustee to make any such demand shall
not impair or otherwise effect the obligations of the
Guarantor.
The Guarantee set forth in this Section 10.01 shall not
be valid or become obligatory for any purpose with respect to
any Security unless the certificate of authentication shall
have been signed by the Trustee.
The obligations of Guarantor pursuant to this Guarantee
shall continue to be effective or automatically reinstated, as
the case may be, if at any time payment of obligations under
this Indenture is rescinded or otherwise must be restored or
returned upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Company or the Guarantor
<PAGE>
or for any reason, all as though such payment had not been
made.
The Guarantor shall be subrogated to all rights of the
Securityholder and the Trustees under the Securities Act of
the Indenture as amended by the Indenture; provided that the
Guarantor shall not be entitled to any payments arising out of
such subrogation right until the principal of and interest on
all Securities shall have been irrevocably paid in full in
accordance with the terms of such Securities and the
Guarantee.
The Trustee and, to the extent available under this
Indenture, each Securityholder shall have the right, power and
authority to do all things, including instituting or appearing
in any suit or proceeding, not inconsistent with the express
provisions of this Guarantee, which it deems necessary or
advisable to enforce the provisions of this Guarantee. Each
and every default to which this Guarantee applies shall give
rise to a separate cause of action hereunder, and separate
suits may be brought hereunder as each cause of action arises.
No remedy conferred upon or reserved to the Trustee and/or
each Securityholder is intended to be exclusive of any other
remedy or remedies, but each and every remedy shall be
cumulative and shall be in addition to every other remedy
given under this Guarantee either now or hereafter existing at
law or in equity.
SECTION 10.02 Obligations of Guarantor Unconditional.
Nothing contained in this Article 10 or elsewhere in this
Indenture or in any Security is intended to or shall impair,
as between Guarantor and the Securityholders and the Trustee,
the obligation of Guarantor, which is absolute and
unconditional, to pay to the Securityholders and the Trustee
the principal of and interest on the Securities as and when
the same shall become due and payable in accordance with the
provisions of this Guarantee, nor shall anything herein or
therein prevent the Trustee or any Securityholder from
exercising all remedies otherwise permitted by applicable law
<PAGE>
upon an Event of Default under this Indenture.
SECTION 10.03 Execution of Guarantee. To evidence its
guarantee to the Securityholders and the Trustee, the
Guarantor hereby agrees to execute a notation relating to the
guarantee on each Security authenticated and made available
for delivery by the Trustee. The Guarantor hereby agrees that
its Guarantee set forth in Section 10.01 shall remain in full
force and effect notwithstanding any failure to endorse on
each Security a notation of such Guarantee."
<PAGE>
BAROID CORPORATION
Solicitation of Consents
to Indenture Amendment
and Prospectus
DRESSER INDUSTRIES, INC.
Prospectus
Questions concerning the terms of the Solicitation should
be directed to the Solicitation Agent at the telephone number
set forth below. Deliveries of Consents should be made to the
Information Agent at the address or facsimile number set forth
below (facsimiles should be confirmed by physical delivery).
Requests for additional copies of this Consent Solicitation
Statement/Prospectus or the Consent should be directed to the
Information Agent at the telephone number and address set
forth below.
The Solicitation Agent is: The Information Agent is:
Lehman Brothers Inc. D. F. King & Co., Inc.
American Express Tower 77 Water Street
World Financial Center 20th Floor
New York, New York 10285-0900 New York, New York
Attn: Steven Delaney Attn: John Bibas
(212) 528-7581 (212) 493-6925.
or or
Call Toll-Free 1-800-438-3242 Call Toll Free 1-800-669-5550
Facsimile (212) 809-8839
<PAGE>
TABLE OF CONTENTS
Page Page
Available Information
Incorporation of Certain Documents Capitalization of Dresser
by Reference The Solicitation
Summary Certain Federal Income Tax
Introduction Consequences
The Companies Legal Opinion
The Proposed Amendment Experts
Description of The Guarantee Appendix I
Selected Consolidated Financial Appendix II
Information
Ratio of Earnings to Fixed Charges
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. 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, the 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 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
<PAGE>
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.
Dresser'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 Dresser covering certain
expenses, liability or losses which may be incurred by any
person by reason of his being a director or officer of the
Company or a subsidiary corporation, partnership, joint
venture, trust or other enterprise.
<PAGE>
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
2.1 Agreement and Plan of Merger dated September 7,
1993, among Dresser, BCD Acquisition Corporation
and Baroid. (Incorporated by reference
to Exhibit 2.1 to Dresser's Registration Statement
on Form S-4, Registration No. 33-50563).
4.1 Form of Indenture, dated as of June 1, 1993, between
Dresser and NationsBank of Texas, N.A., as Trustee,
for unsecured debentures, notes and other evidences
of indebtedness. (Incorporated by reference to
Exhibit 4.1 to Dresser's registration Statement on
Form S-3, Registration No. 33-59562).
4.2 Form of Indenture between Baroid and Texas Commerce
Bank National Association as Trustee governing
Senior Notes due 2003, including form of Note.
(Incorporated by reference to Exhibit 4.01 to the
Registration Statement on Form S-3 of Baroid
Corporation, Registration No. 33-60174).
*4.3 Form of Supplemental Indenture between Dresser,
Baroid and Texas Commerce Bank National
Association.
**5.1 Opinion of Rebecca R. Morris as to legality of
securities being registered, including consent.
**8.1 Opinion of Weil, Gotshal & Manges with respect to
tax matters, including consent.
*12.1 Computation of Ratio of Earnings to Fixed Charges.
*23.1 Consent of Price Waterhouse.
*23.2 Consent of Ernst & Young. <PAGE>
*23.3 Consent of Arthur Andersen & Co.
*23.4 Consent of Coopers & Lybrand.
*23.5 Consent of Rebecca R. Morris is included in
Exhibit 5.1.
**23.6 Consent of Weil, Gotshal & Manges is included in
Exhibit 8.1.
*24.1 Powers of Attorney.
*99.1 Form of Consent.
____________________________
* Filed herewith.
** To be filed by amendment
(b) Financial Statement Schedules
Not Applicable.
(c) Reports, Opinions or Appraisals
Not applicable.
Item 22. Undertakings
(a) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, as amended (the "Securities Act"), each filing of
the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new
<PAGE>
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.
(b) The undersigned Registrant hereby undertakes as
follows: that prior to any public reoffering of the
securities registered hereunder through use of a prospectus
which is part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of
rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the
applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable
form.
(c) The Registrant hereby undertakes that every
prospectus (i) that is filed pursuant to the paragraph
immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act, and is
used in connection with an offering of securities subject to
Rule 415, will be filed as a part of an amendment to the
registration statement and will not be used until such
amendment is effective, and that, for purposes 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.
(d) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers or controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has
been advised that in the opinion of the 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
<PAGE>
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 by the Securities Act and will be governed by the
final adjudication of such issue.
(e) The undersigned Registrant hereby undertakes to
respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11,
or 13 of this Form, within one business day of receipt of such
request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date
of this Registration Statement through the date of responding
to the request.
(f) The undersigned Registrant hereby undertakes to
supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired
involved therein, that was not the subject of and included in
the Registration Statement when it became effective.
<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-4 and has duly caused this Registration Statement on
Form S-4 (Registration No. 33-_______) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, State of Texas, on the 7th day of April, 1994.
DRESSER INDUSTRIES, INC.
By: /s/ George H. Juetten
George H. Juetten,
Vice President - Controller
BAROID CORPORATION
By: /s/B.D. St. John
B.D. St. John
Vice Chairman
<PAGE>
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement on Form S-4 (Registration
No. 33-__________) has been signed by the following persons in
the capacities of Dresser and as of the date indicated.
Signature Title Date
* JOHN J. MURPHY Chairman of the April 7, 1994
John J. Murphy Board (Principal
Executive Officer)
/s/ B. D. ST. JOHN Vice Chairman April 7, 1994
B. D. St. John (Principal
Financial Officer)
/s/ George H. Juetten Vice President- April 7, 1994
George H. Juetten Controller
(Principal
Accounting Officer)
*WILLIAM E. BRADFORD
William E. Bradford Director April 7, 1994
* SAMUEL B. CASEY, JR. Director April 7, 1994
Samuel B. Casey, Jr.
* LAWRENCE S. Director April 7, 1994
EAGLEBURGER
Lawrence S. Eagleburger
* RAWLES FULGHAM Director April 7, 1994
Rawles Fulgham
* JOHN A. GAVIN Director April 7, 1994
John A. Gavin
* RAY L. HUNT Director April 7, 1994
Ray L. Hunt
* J. LANDIS MARTIN Director April 7, 1994
J. Landis Martin <PAGE>
* LIONEL H. OLMER Director April 7, 1994
Lionel H. Olmer
* JAY A. PRECOURT Director April 7, 1994
Jay A. Precourt
* A. KENNETH PYE Director April 7, 1994
A. Kenneth Pye
* RICHARD W. VIESER Director April 7, 1994
Richard W. Vieser
*BY:/s/ Stanley E. McGlothlin
Stanley E. McGlothlin
(Attorney-in-Fact)
<PAGE>
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement on Form S-4 (Registration
No. 33-_______) has been signed by the following persons in
the capacities of Baroid and as of the date indicated.
Signature Title Date
* JOHN J. MURPHY Chairman of the April 7, 1994
John J. Murphy Board (Principal
Executive Officer)
/s/B. D. ST. JOHN Vice Chairman April 7, 1994
B. D. St. John (Principal
Financial Officer)
/s/ George H. Juetten Vice President April 7, 1994
George H. Juetten (Principal
Accounting Officer)
William E. Bradford Director April 7, 1994
* JAMES L. BRYAN Director April 7, 1994
James L. Bryan
*BY:/s/ Stanley E. McGlothlin
Stanley E. McGlothlin
(Attorney-in-Fact) <PAGE>
EXHIBIT INDEX
2.1 Agreement and Plan of Merger dated September 7,
1993, among Dresser, BCD Acquisition Corporation
and Baroid. (Incorporated by reference
to Exhibit 2.1 to Dresser's Registration Statement
on Form S-4, Registration No. 33-50563.)
4.1 Form of Indenture, dated as of June 1, 1993, between
Dresser and NationsBank of Texas, N.A., as Trustee,
for unsecured debentures, notes and other evidences
of indebtedness. (Incorporated by reference to
Exhibit 4.1 to Dresser's registration Statement on
Form S-3, Registration No. 33-59562).
4.2 Form of Indenture between Baroid and Texas Commerce
Bank National Association as Trustee governing
Senior Notes due 2003, including form of Note.
(Incorporated by reference to Exhibit 4.01 to the
Registration Statement on Form S-3 of Baroid
Corporation, Registration No. 33-60174).
*4.3 Form of Supplemental Indenture between Dresser,
Baroid and Texas Commerce Bank National
Association.
**5.1 Opinion of Rebecca R. Morris as to legality of
securities being registered, including consent.
*8.1 Opinion of Weil, Gotshal & Manges with respect to
tax matters, including consent.
*12.1 Computation of Ratio of Earnings to Fixed Charges.
*23.1 Consent of Price Waterhouse.
*23.2 Consent of Ernst & Young. <PAGE>
*23.3 Consent of Arthur Andersen & Co.
*23.4 Consent of Coopers & Lybrand.
*23.5 Consent of Rebecca R. Morris is included in
Exhibit 5.1.
**23.6 Consent of Weil, Gotshal & Manges is included in
Exhibit 8.1.
*24.1 Powers of Attorney.
*99.1 Form of Consent.
_________________________
* Filed herewith.
** To be filed by amendment
<PAGE>
Exhibit 4.3
BAROID CORPORATION,
Issuer
DRESSER INDUSTRIES, INC.,
Guarantor
AND
TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
Trustee
____________________
Supplemental Indenture
Dated as of _____________________, 1994
____________________
8% Guaranteed Senior Notes due 2003
<PAGE>
SUPPLEMENTAL INDENTURE, dated as of
_____________________, 1994, between BAROID CORPORATION, a
corporation incorporated and existing under the laws of the
State of Delaware (the "Company"), DRESSER INDUSTRIES, INC., a
corporation incorporated and existing under the laws of the
State of Delaware (the "Guarantor"), and TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, a national banking association (the
"Trustee").
RECITALS
The Company has duly authorized the creation of and
issued its 8% Senior Notes due 2003 (the "Securities"), duly
authorized the execution and delivery of the Indenture dated
as of April 22, 1993, between the Company and Trustee (the
"Indenture"), and has duly authorized the execution and
delivery of this Supplemental Indenture.
The Guarantor has duly authorized the unconditional
guarantee of the Securities on the terms hereinafter set forth
and has duly authorized the execution and delivery of this
Supplemental Indenture.
The Trustee has duly authorized the execution and
delivery of the Indenture dated as of April 22, 1993, between
Issuer and Trustee (the "Indenture"), and has duly authorized
the execution and delivery of this Supplemental Indenture.
Each party agrees to the following amendments to the
Indenture:
Article I, Definitions and Incorporation by Reference, is to
be amended and replaced in its entirety as follows:
"ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01. Definitions.
"Affiliate" means any person directly or indirectly
controlling or controlled by, or under direct or indirect
common control with, the Company.
"Agent" means any Registrar or Paying Agent.
"Attributable Debt" means, in respect of a Sale and
<PAGE>
Leaseback Transaction, the present value (discounted at the
weighted average effective interest rate per annum of the
outstanding Securities of all series, compounded semiannually)
of the obligation of the lessee for rental payments during the
remaining term of the lease entered into in connection with
such transaction, including any period for which such lease
has been extended or may, at the option of the lessor, be
extended or, if earlier, until the earliest date on which the
lessee may terminate such lease upon payment of a penalty (in
which case for purposes of this definition the obligation of
the lessee for rental payments shall include such penalty),
after excluding all amounts required to be paid on account of
maintenance and repairs, insurance, taxes, assessments, water
and utility rates and similar charges. Notwithstanding the
foregoing, there shall not be deemed to be any "Attributable
Debt" in respect of a Sale and Leaseback Transaction if the
Company is authorized to enter into such transaction pursuant
to clause (b) of Section 3.11.
"Banks" means the lenders and agents for the lenders
which are or became parties to the Baroid Credit Agreement.
"Baroid Credit Agreement" means the Credit Agreement
dated as of the Issue Date, among the Company, as the
borrower, and the Banks, as amended, restated, extended or
otherwise modified from time to time.
"Board of Directors" or "Board" means the Board of
Directors of the Company or any authorized committee of the
Board of Directors.
"Board Resolution" means a copy of a resolution delivered
to the Trustee and certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the
Board of Directors and to be in full force and effect on the
date of such certification.
"Business Day" means each day which is not a Legal
Holiday.
"Capital Stock" means, with respect to any Person, any
capital stock (including Preferred Stock), shares, interests,
participations or other ownership interests (however
designated) of such Person and any rights (other than debt
securities convertible into or exchangeable for corporate
stock), warrants or options to purchase any thereof.
<PAGE>
"Change of Control" means any event or series of events
by which:
(i) any "person" or "group" (as such terms are used
in Sections 13(d) and 14(d)(2) of the Exchange Act,
whether or not applicable) becomes, whether by means of
any issuance or direct or indirect transfer of
securities, merger, consolidation, liquidation,
dissolution or otherwise, the "beneficial owner" (as that
term is used in Rules 13d-3 under the Exchange Act,
whether or not applicable, except that a Person shall be
deemed to be a "beneficial owner" of all shares that any
such Person has the right to acquire, whether such right
is exercisable immediately or only after the passage of
time), directly or indirectly through one or more
intermediaries, of more than 50% of the total voting
rights of the then-outstanding Voting Stock of the
Company;
(ii) during any period of two consecutive years,
individuals who at the beginning of such period
constituted the Board of Directors of the Company
(together with any new directors whose election by such
Board or whose nomination for election by the
stockholders of the Company was approved by a vote of 66
2/3% of the directors then still in office who were
either directors at the beginning of such period or whose
election or nomination for election was previously so
approved) cease for any reason to constitute a majority
of the directors of the Company then in office; or
(iii) the Company s shareholders approve any
plan or proposal for the liquidation or dissolution of
the Company.
"Company" means the party named as such above until a
successor replaces it pursuant to the applicable provisions of
this Indenture, and thereafter shall mean the successor.
"Consolidated Net Tangible Assets" means the total amount
of assets which would be included on a consolidated balance
sheet of the Guarantor and its subsidiaries (whether such
subsidiaries are corporations or partnerships or other
entities not organized as corporations) under generally
accepted accounting principles (less applicable reserves and
other properly deductible items) after deducting therefrom:
<PAGE>
(a) all short-term liabilities and liability items,
except for (i) liabilities and liability items payable by
their terms more than one year from the date of
determination (or renewable or extendible at the option
of the obligor for a period ending more than one year
after such date) and (ii) liabilities in respect of
retiree benefits other than pensions for which the
Guarantor is required to accrue pursuant to Statement of
Financial Accounting Standards No. 106; and
(b) all goodwill, trade names, trademarks, patents,
unamortized debt discount, unamortized expense incurred
in the issuance of debt and other intangible assets.
"Corporate Trust Office" means the principal office of
the Trustee in Houston, Texas, at which at any particular time
its corporate trust business shall be administered which, as
of the date of this Indenture, is located at 600 Travis, 8th
Floor, Houston, Texas 77002; provided, however, that for
purposes of Section 2.03 of this Indenture the Corporate Trust
Office means the office of the Trustee s agent, Texas Commerce
Trust Company of New York, which, as of the date of this
Indenture, is located at 80 Broad Street, 4th Floor, New York,
New York 10004 or any successor agent that the Trustee
designates by furnishing written notice to the Company.
"Default" means any event which is, or after notice or
the passage of time, or both, would be, an Event of Default.
"Exchange Act" means the Securities Exchange Act of 1934,
as amended.
"Funded Debt" means all indebtedness or obligations which
by its terms is payable more than 12 months after the date of
determination (or which is renewable or extendible at the
option of the obligor on such indebtedness to a date more than
12 months after the date of determination) which should under
generally accepted accounting principles be shown as a
liability on the consolidated financial statements of the
Company and its consolidated subsidiaries.
"GAAP" or "generally accepted accounting principles" when
used with respect to any computation or interpretation
required or permitted hereunder means such accounting
principles which are generally accepted as of the date of this
Indenture.
<PAGE>
"Governmental Authority" means any agency, authority,
board, bureau, commission, department, office or
instrumentality of any nature whatsoever of any governmental
or quasi-governmental unit, whether federal, state, county,
district, city or other political subdivision, foreign or
otherwise and whether now or hereafter in existence, or any
officer or official of any thereof, including any authority
charged with enforcing the Shipping Act, 1916, as amended.
"Guarantee" means any guarantee of the Guarantor of the
Securities pursuant to Article 10, whether or not such
guarantee is endorsed on the Securities.
"Guarantor" means the party named as such above until a
successor replaces it pursuant to the applicable provisions of
this Indenture and thereafter shall mean the sucessor.
"Holder" or "Securityholder" means a person in whose name
a Security is registered on the Registrar's books.
"Indenture" means this Indenture as amended or
supplemented from time to time.
"Independent" means a Person who (1) is in fact
independent, (2) does not have any direct financial interest
or any material indirect financial interest in the Company or
any other obligor upon the Securities or in any Affiliate of
the Company or other such other obligor and (3) is not
connected with the Company or any other obligor upon the
Securities as an officer, employee, promoter, partner,
director or Person performing similar functions.
"Investment Company Act" means the Investment Company Act
of 1940, as amended.
"Issue Date" means the date on which the Securities are
originally issued.
"Legal Requirements" means all laws, statutes and
ordinances and all rules, orders, rulings, regulations,
directives, decrees, injunctions and requirements of all
Governmental Authorities, that are now or may hereafter be in
existence, and that may be applicable to the Company or any
Subsidiary or Affiliate thereof or to the Trustee (including
those relating to the Shipping Act, 1916, as amended, and
those relating to building codes, zoning and environmental
laws, regulations and ordinances), as modified by any
<PAGE>
variances, special use permits, waivers, exceptions or other
exemptions that may from time to time be applicable.
"Material Subsidiary" means any consolidated subsidiary
of the Company (whether a corporation or a partnership or
other entity not organized as a corporation) if such
consolidated subsidiary would be deemed a significant
subsidiary under the rules and regulations promulgated by the
SEC under the Securities Act.
"Maturity" when used with respect to any Security means
the date on which the principal of such Security or an
installment of principal becomes due and payable as therein
provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption, pursuant to a sinking fund
or otherwise.
"Officer" means the Chairman of the Board, Vice Chairman
of the Board, President, any Vice President, the Treasurer,
any Assistant Treasurer, the Secretary or any Assistant
Secretary of the Company.
"Officers' Certificate" means a certificate signed by two
Officers (other than two Assistant Secretaries).
"Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee. Such
counsel may be an employee of or counsel to the Trustee or the
Company.
"Person" means any individual, partnership, corporation,
venture, joint venture, unincorporated organization,
association, joint-stock company, trust, Governmental
Authority or any other entity.
"Preferred Stock," as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes
(however designated) that is preferred as to the payment of
dividends, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class
of such corporation.
"principal" of a Security means the principal of the
Security plus the premium, if any (including premium payable
pursuant to Section 3.12), payable on the Security which is
due or overdue or is to become due at the relevant time.
<PAGE>
"Property" means any interest in any kind of Property or
asset, whether real, personal or mixed, or tangible or
intangible.
"Restricted Subsidiary" means any Subsidiary existing as
of the date hereof or any corporation that is the successor to
such a Subsidiary; provided, however, that the term
"Restricted Subsidiary" shall not include any Subsidiary the
primary business of which is to provide insurance to the
Company or its Affiliates.
"Sale and Leaseback Transaction" means any sale or
transfer made by the Company or one or more Restricted
Subsidiaries (except a sale or transfer made to the Company or
one or more Restricted Subsidiaries) of any property which (in
the case of a property which is a manufacturing plant,
warehouse, or office building) has been in operation, use, or
commercial production (exclusive of test and start-up periods)
by the Company or any Restricted Subsidiary for more than 120
days prior to such sale or transfer or which (in the case of a
case or a property which is a parcel of real property other
than a manufacturing plant, warehouse or office building) has
been owned by the Company or any Restricted Subsidiary for
more than 120 days prior to such sale or transfer, if such
sale or transfer is made with the intention of leasing, or as
part of an arrangement involving the lease, of such property
to the Company or a Restricted Subsidiary, except (a) a lease
for a period not exceeding 60 months (exclusive of any renewal
options granted thereunder to the Company or any Restricted
Subsidiary), made with the intention that the use of the
leased property by the Company or such Restricted Subsidiary
will be discontinued on or before the expiration of such
period and (b) a lease that secures or relates to obligations
issued by the United States of America or any state, territory
or possession of the United States of America, or any
political subdivision of any of the foregoing, or of the
District of Columbia, in connection with the financing of the
cost of construction or acquisition of such property or a part
thereof.
"SEC" means the Securities and Exchange Commission.
"Secured Debt" means (i) any indebtedness for money
borrowed by, or evidenced by a note or other similar
instrument of, the Company or a Restricted Subsidiary, (ii)
any other indebtedness of the Company or Restricted Subsidiary
on which by the terms of such indebtedness interest is paid or
<PAGE>
payable, including obligations evidenced or secured by leases,
installment sales agreements or other instruments, or (iii)
any indebtedness or obligations of others of a type referred
to in clause (i) or (ii) above that are guaranteed, directly
or indirectly, by the Company or any Restricted Subsidiary,
which in any such case is secured by (a) a Security Interest
in any property of the Company or any Restricted Subsidiary or
portion thereof or (b) a Security Interest in any shares of
stock owned directly or indirectly by the Company or a
Restricted Subsidiary in a corporation or in equity interests
owned by the Company or a Restricted Subsidiary in a
partnership or other entity not organized as a corporation or
in the rights of the Company or any Restricted Subsidiary in
respect of indebtedness for money borrowed by a corporation,
partnership or other entity in which the Company or a
Restricted Subsidiary has an equity interest. The securing in
the foregoing manner of any indebtedness which immediately
prior thereto was not Secured Debt shall be deemed to be the
creation of Secured Debt at the time such security is given.
The amount of Secured Debt at any time outstanding shall be
the maximum aggregate amount then owing thereon by the Company
and its Restricted Subsidiaries.
"Securities" means the Securities issued, authenticated
and delivered under this Indenture.
"Securities Act" means the Securities Act of 1933, as
amended.
"Security Interest" means any mortgage, pledge, lien,
encumbrance or other security interest which secures payment
or performance of an obligation.
"Stated Maturity" when used with respect to any Security
or any installment of principal thereof means the date
specified in such Security as the fixed date on which the
principal of such Security or such installment of principal is
due and payable.
"Subsidiary" means any corporation of which at least a
majority of the outstanding capital stock having ordinary
voting power to elect a majority of the board of directors of
such corporation is owned by the Company or by the Company and
one or more Subsidiaries or by one or more Subsidiaries.
"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date first above
<PAGE>
written, except (i) to the extent that any subsequent
amendment thereto shall retroactively apply to this Indenture
and (ii) as provided in Section 8.03.
"Trustee" means the party named as such in this Indenture
unless and until a successor replaces it in accordance with
this Indenture and, thereafter, means the successor.
"Trust Officer" means the Chairman of the Board, the
President or any other officer or assistant officer of the
Trustee assigned by the Trustee to administer its corporate
trust matters.
"Underwriting Agreement" shall mean the Underwriting
Agreement dated April 16, 1993, among Salomon Brothers,
Lehman Brothers and Chase Securities, Inc. on the one hand,
and the Company, on the other hand, providing for the issuance
and the sale of the Securities.
"Uniform Commercial Code" means the Uniform Commercial
Code as in effect in New York from time to time.
"U.S. Government Obligations" means direct obligations of
the United States of America for the payment of which the full
faith and credit of the United States of America is pledged
and which are not callable at the issuer's option.
"Voting Stock" means securities of any class or classes
of a Person, the holders of which are ordinarily, in the
absence of contingencies, entitled to vote for corporate
directors (or Persons performing equivalent functions).
"Wholly Owned Subsidiary" means any Subsidiary of which
100% of the Capital Stock of such Subsidiary is at the time
owned in the aggregate by the Company or one or more Wholly
Owned Subsidiaries.
SECTION 1.02. Other Definitions.
Term Defined in
Section
"Bankruptcy Law" 5.01
"covenant defeasance option" 7.01(b)
"Custodian" 5.01
<PAGE>
"Event of Default" 5.01
"legal defeasance option" 7.01
"Legal Holiday" 10.08
"Paying Agent" 2.03
"Registrar" 2.03
<PAGE>
SECTION 1.03. Incorporation by Reference of Trust
Indenture Act. Whenever this Indenture refers to a provision
of the TIA, the provision is incorporated by reference in and
made a part of this Indenture. The following TIA terms used
in this Indenture have the following meanings:
"indenture securities" means the Securities.
"indenture security holder" means a Securityholder.
"indenture to be qualified" means this Indenture.
"indenture trustee" or "institutional trustee" means the
Trustee.
"obligor" on the indenture securities means the Company.
All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by
SEC rule under the TIA have the meanings assigned to them by
such statute or rule.
SECTION 1.04. Rules of Construction. Unless the context
otherwise requires:
(1) a term has the meaning assigned to it;
(2) an accounting term not otherwise defined has
the meaning assigned to it in accordance with
generally accepted accounting principles as in
effect from time to time;
(3) "including" means including, without
limitation;
(4) words in the singular include the plural and
words in the plural include the singular;
(5) unsecured debt shall not be deemed to be
subordinate or junior to secured debt merely by
virtue of its nature as unsecured debt;
(6) the principal amount of any noninterest bearing
or other discount security at any date shall be
the principal amount thereof that would be
shown on a balance sheet of the issuer dated
such date prepared in accordance with GAAP; and
(7) a "day" means a calendar day." <PAGE>
Article 3, Covenants, is to be amended and replaced in its
entirety as follows:
"ARTICLE 3
Covenants
SECTION 3.01 Payment of Securities. The Company
shall duly and punctually pay the principal of and interest on
the Securities as and when due, in accordance with the terms
of the Securities and this Indenture.
The Company shall pay interest on overdue principal
at the rate set forth on the face of the Securities, and it
shall pay interest on overdue installments of interest at the
same rate to the extent lawful, which interest on overdue
installments of interest shall accrue from the date such
amounts become overdue.
SECTION 3.02 Use of Proceeds. The Company shall
use the proceeds from the sale of the Securities only as set
forth in the Underwriting Agreement.
SECTION 3.03 Compliance Certificates. The Company
will deliver to the Trustee, within 120 days after the end of
each fiscal year, an Officers Certificate of the Company
stating that a review of the activities of the Company and its
Subsidiaries during the preceding fiscal year has been made
under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed
and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such
certificate, that to the best of such Officer s knowledge the
Company has kept, observed, performed and fulfilled each and
every covenant contained in this Indenture applicable to it
and is not in default in the performance or observance of any
of the terms, provisions and conditions hereof applicable to
it (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Defaults of which
such Officer may have knowledge) and that to the best of such
Officer's knowledge no event has occurred and remains in
existence by reason of which payments of the principal of or
interest on the Securities are prohibited.
The Company shall file with the Trustee written
notice of the occurrence of any Default or Event of Default
within five Business Days of its becoming aware of any such
<PAGE>
Default or Event of Default.
SECTION 3.04 Continued Existence and Rights.
Subject to Article 4, the Company shall, and the Company shall
cause each of its Material Subsidiaries to, do or cause to be
done all things necessary to preserve and keep in full force
and effect its existence as a corporation, and its rights and
franchises; provided, however, that nothing in this Section
3.04 shall prevent the loss of the corporate existence of any
such Material Subsidiary or any such right or franchise if
such loss is, in the judgment of the Company, both desirable
in the conduct of the business of the Company and its Material
Subsidiaries, taken as a whole, and not disadvantageous in any
material respect to the Holders; provided further, however,
that nothing herein shall be interpreted or construed to limit
or restrict the Company's right to sell or otherwise dispose
of the Properties of any Material Subsidiary.
SECTION 3.05 Maintenance of Properties. The
Company shall, and shall cause each of its Subsidiaries to,
maintain its Properties in good working order and condition
and make all necessary repairs, renewals and replacements,
provided, however, that failure by the Company or any of its
Subsidiaries to comply with the provisions of this Section
3.05 shall not be deemed to be a breach of such provisions to
the extent that such failure would not have a material adverse
effect on the Company and its Subsidiaries, taken as a whole.
SECTION 3.06 Taxes and Claims. The Company shall,
and shall cause each of its Material Subsidiaries to, pay (or,
if appropriate, withhold and pay over):
(a) all taxes, assessments and other governmental
charges or levies imposed upon it or its
Property by the laws of the United States of
America or the United Kingdom (or required by
it to withhold and pay over); and
(b) all claims or demands of materialmen,
mechanics, carriers, warehousemen, landlords
and other like Persons that individually are in
excess of $2,000,000 and that if unpaid might
result in the creation of a Security Interest
upon its Properties by the laws of the United
States of America or the United Kingdom;
provided, that the foregoing need not be paid while being
<PAGE>
contested in good faith and by appropriate proceedings in the
opinion of the Company's Independent counsel in any case
involving more than $2,000,000.
SECTION 3.07 SEC Reports. The Guarantor shall
furnish to the Trustee, within 15 days after it files them
with the SEC, copies of the annual reports and of the
information, documents, and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and
regulations prescribe) that the Guarantor is required to file
with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act. The Guarantor and the Company also shall comply with the
other provisions of TIA Section 314(a).
SECTION 3.08 Restriction on Creation of Secured
Debt. After the date hereof, the Company will not at any
time create, incur, assume or guarantee, and will not cause or
permit a Restricted Subsidiary to create, incur, assume or
guarantee, any Secured Debt (including the creation of Secured
Debt by the securing of existing indebtedness) without first
making effective provision (and the Company covenants that in
such case it will first make or cause to be made effective
provision) whereby the Securities then outstanding (together
with any other indebtedness of the Company or such Restricted
Subsidiary then entitled to be so secured) shall be secured
equally and ratably with (or prior to) any and all other
obligations and indebtedness thereby secured, for so long as
any such other obligations and indebtedness shall be so
secured; provided, however, that the foregoing covenants shall
not be applicable to Secured Debt secured solely by one or
more of the following Security Interests:
<PAGE>
(a) Any Security Interest upon any property which
consists solely of one or more parcels of real property,
manufacturing plants, warehouses or office buildings and
of fixtures and equipment located on or at such parcels,
plants, warehouses or buildings and which is acquired,
constructed, developed or improved by the Company or a
Restricted Subsidiary after the date hereof, which
Security Interest is created prior to or
contemporaneously with, or within 120 days after, (i) in
the case of the acquisition of such property, the
completion of such acquisition and (ii) in the case of
the construction, development or improvement of such
property, the later to occur of the completion of such
construction, development or improvement or the
commencement of operation, use or commercial production
(exclusive of test and start-up periods) of the property,
which Security Interest secures or provides for the
payment of all or any part of the acquisition cost of
such property or the cost of construction, development or
improvement thereof, as the case may be;
(b) Any Security Interest on property existing at
the time of the acquisition thereof by the Company or a
Restricted Subsidiary, which Security Interest secures
obligations assumed by the Company or a Restricted
Subsidiary;
(c) Any Security Interest existing on the property
of a corporation or firm at the time such corporation or
firm is merged into or consolidated with the Company or a
Restricted Subsidiary;
(d) Any conditional sales agreement or other title
retention agreement with respect to any property acquired
by the Company or a Restricted Subsidiary;
(e) Any Security Interest to secure indebtedness of
a Restricted Subsidiary to the Company or to another
Restricted Subsidiary; or
(f) Any extension, renewal or refunding (or
successive extensions, renewals or refundings) in whole
or in part of any Secured Debt secured by any Security
Interest referred to in the foregoing subparagraphs (a)
through (e), inclusive; provided, however, that the
principal amount of the Secured Debt secured thereby
shall not exceed the principal amount outstanding
<PAGE>
immediately prior to such extension, renewal or refunding
and that the Security Interest securing such Secured Debt
shall be limited to the property which, immediately prior
to such extension, renewal, or refunding, secured such
Secured Debt and additions to such property.
Notwithstanding subparagraphs (b) and (c) above, the
creation, incurrence, assumption or guarantee of any Secured
Debt described therein shall not be permitted (i) if such
Secured Debt was created, incurred, assumed or guaranteed in
contemplation of the event or transaction referred to in said
subparagraphs or (ii) if the Security Interest securing such
Secured Debt attaches to or affects property owned by the
Company or a Restricted Subsidiary prior to the event or
transaction referred to in said subparagraphs.
<PAGE>
Notwithstanding anything to the contrary in this Section
3.08, the Company and any one or more Restricted Subsidiaries
may create, incur, assume or guarantee Secured Debt if
immediately thereafter the sum of (i) the aggregate principal
amount of all Secured Debt outstanding as of the date of
determination (excluding Secured Debt permitted to be created,
incurred, assumed or guaranteed pursuant to subparagraphs (a)
through (f), inclusive, above) and (ii) all Attributable Debt
in respect of Sale and Leaseback Transactions as of the date
of determination would not exceed 5% of Consolidated Net
Tangible Assets.
SECTION 3.09. Investment Company Act. The Company
shall not, and shall not permit any of its Subsidiaries to,
become an "investment company" (as that term is defined in the
Investment Company Act of 1940, as amended), to the extent it
is subject to regulation under the Investment Company Act,
except for Subsidiaries established for the purpose of
financing the operating businesses of the Company and its
Subsidiaries.
SECTION 3.10. Further Instruments and Acts. The
Company shall execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper
to carry out more effectively the purpose of this Indenture.
SECTION 3.11 Limitation on Sale and Leaseback
Transactions. After the date hereof, the Company will not,
and will not permit any Restricted Subsidiary to, enter into
any Sale and Leaseback Transaction, unless (a) the Company or
such Restricted Subsidiary would be entitled to incur Secured
Debt pursuant to Section 3.08 (other than by reason of the
provisions of subparagraphs (a) through (f), inclusive, of
said Section) in an amount equal to the Attributable Debt in
respect of such Sale and Leaseback Transaction without equally
and ratably securing the Securities as provided in said
Section or (b) each of the following conditions is satisfied:
(i) the Company shall promptly give notice of such sale or
transfer to the Trustee; (ii) the net proceeds of such sale or
transfer are at least equal to the fair value (as determined
in good faith by a Board Resolution, a copy of which has been
delivered by the Company to the Trustee) of the property which
is the subject of such sale or transfer; and (iii) the Company
or a Restricted Subsidiary shall apply, within one year after
the effective date of such sale or transfer, or shall have
committed within one year after such effective date to apply,
an amount at least equal to the net proceeds of the sale or
<PAGE>
transfer of the property which is the subject of such sale or
transfer to the repayment of other Funded Debt owing by the
Company or any Restricted Subsidiary which is not subordinate
and junior in right of payment to the Securities; provided,
however, that if pursuant to clause (b) above the Company
commits to apply an amount at least equal to the net proceeds
of a sale or transfer to the repayment of other Funded Debt,
such commitment shall be made in a written instrument
delivered by the Company to the Trustee and shall require the
Company to so apply said amount within 18 months after the
effective date of such sale or transfer, and it shall
constitute a breach of the provisions of this Section 3.11 if
the Company shall fail so to apply said amount in satisfaction
of such commitment.
SECTION 3.12. Change of Control. (a) Upon a Change of
Control, each Holder shall have the right to require that the
Company repurchase all or part of such Holder s Securities at
a purchase price in cash equal to 101% of the principal amount
thereof plus accrued and unpaid interest, if any, to the date
of repurchase, to the extent lawful, in accordance with the
terms contemplated in paragraph (b) of this Section 3.12.
(b) Within 30 days following any Change of Control, the
Company shall mail a notice thereof to the Trustee and to each
Holder (and to beneficial owners of Securities as required by
applicable Legal Requirements). Such notice shall state:
(1) that a Change of Control has occurred and that
such Holder has the right to require the Company to
purchase all or part of such Holder s Securities at a
purchase price in cash equal to 101% of the principal
amount thereof plus accrued and unpaid interest, if any,
to the date of repurchase;
(2) the circumstances and relevant facts regarding
such Change of Control (including information with
respect to pro forma historical income, cash flow and
capitalization after giving effect to such Change of
Control);
(3) the repurchase date (which shall be no earlier
than 30 days nor later than 60 days from the date such
notice is mailed);
(4) the instructions determined by the Company,
consistent with this Section 3.12, that a Holder must
<PAGE>
follow in order to have its Securities repurchased,
including the name and address of the Paying Agent; and
(5) such other information as may be required by
applicable Legal Requirements.
(c) Holders electing to have a Security purchased will
be required to surrender the Security, with an appropriate
form duly completed, to the Company at the address specified
in the notice at least 10 Business Days prior to the purchase
date. Holders will be entitled to withdraw their election if
the Trustee or the Company receives not later than 3 Business
Days prior to the purchase date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder,
the principal amount of the Security which was delivered for
purchase by the Holder and a statement that such Holder is
withdrawing such Holder's election to have such Security
purchased.
(d) On the purchase date, all Securities purchased by
the Company under this Section 3.12 shall be delivered to the
Trustee for cancellation, and the Company shall pay the
purchase price plus accrued and unpaid interest, if any, to
the extent lawful, to the Holders entitled thereto.
(e) The Company shall comply, to the extent applicable,
with the requirements of Section 14(e) of the Exchange Act and
any other Legal Requirements in connection with the repurchase
of Securities pursuant to this Section 3.12. To the extent
that the provisions of any Legal Requirements conflict with
provisions of this Section 3.12, the Company shall comply with
the applicable Legal Requirements and shall not be deemed to
have breached its obligations under this Section 3.12 by
virtue thereof."
Article 4, Successors, is to be amended and replaced in its
entirety as follows:
"ARTICLE 4
Successors
SECTION 4.01 When the Company May Merge, etc. The
Company shall not consolidate or merge into, or sell, assign,
transfer or lease all or substantially all of its assets to,
any person unless:
<PAGE>
(1) the person is a corporation organized and
existing under the laws of the United States of America
or any State thereof or the District of Columbia;
(2) the person assumes by supplemental indenture
all the obligations of the Company under the Securities
and this Indenture;
(3) immediately after the transaction no Default
shall exist; and
(4) an Officers' Certificate and Opinion of Counsel
have been delivered to the Trustee to the effect that the
conditions set forth in the preceding clauses (1) through
(3) above have been met.
The corporation formed by or resulting from any such
consolidation or merger, or which shall have received all or
substantially all of such assets, shall succeed to and be
substituted for the Company with the same effect as if it had
been named herein as a party hereto, and thereafter, except in
the case of a lease of all or substantially all of such
assets, the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the
Securities."
Sections 5.01 and 5.02 are to be amended and replaced in their
entirety, as follows:
SECTION 5.01. Events of Default. An "Event of
Default" occurs if:
(1) the Company defaults in the payment of interest
on any Security when the same becomes due and payable,
which Default continues for a period of 30 days;
(2) the Company defaults in the payment of the
principal or premium, if any, on any Security when the
same becomes due and payable at Stated Maturity, upon
acceleration, upon exercise by the Holder of the
repurchase option upon a Change of Control, upon
declaration or otherwise;
(3) the Company fails to comply with any of its
other agreements with respect to Securities or this
Indenture, which Default continues for a period of
<PAGE>
90 days after notice of such Default is given to the
Company by the Trustee or the Holders of at least 25% in
principal amount of the Securities;
(4) there occurs a default under any bond,
indenture, note or other evidence of indebtedness for
money borrowed by the Company or any Restricted
Subsidiary or under any mortgage, indenture or instrument
under which there may be issued or by which there may be
secured or evidenced any indebtedness for money borrowed
by the Company or any Restricted Subsidiary (including
this Indenture) with a principal amount then outstanding
in excess of $25,000,000, whether such indebtedness
exists now or shall hereafter be created, which default
shall constitute a failure to pay any portion of the
principal of such indebtedness when due and payable after
the expiration of any applicable grace period with
respect thereto or results in such indebtedness becoming
or being declared due and payable prior to the date on
which it would otherwise have become due and payable,
without such indebtedness having been discharged, or such
acceleration having been rescinded or annulled;
(5) the Company or any Material Subsidiary pursuant
to or within the meaning of any Bankruptcy Law:
(a) commences a voluntary case;
(b) consents to the entry of an order for
relief against it in an involuntary case;
(c) consents to the appointment of a Custodian
for it or for all or substantially all of its
property; or
(d) makes a general assignment for the benefit
of its creditors; or
(6) a court of competent jurisdiction enters an
order or decree under any Bankruptcy Law that:
(a) is for relief against the Company or any
Material Subsidiary in an involuntary case;
<PAGE>
(b) appoints a Custodian of the Company or any
Material Subsidiary or for all or substantially all
of the property of the Company or such Material
Subsidiary, or
(c) orders the liquidation of the Company or
any Material Subsidiary, and the order or decree
remains unstayed and in effect for 90 days.
The term Bankruptcy Law means Title 11, U.S. Code or any
similar federal or state law for the relief of debtors. The
term Custodian means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.
SECTION 5.02. Acceleration. If an Event of Default with
respect to the Securities (other then an Event of Default
specified in clause (5) or (6) of Section 5.01 with respect to
the Company or any Material Subsidiary) occurs and is
continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in principal amount of the Securities
by notice to the Company and the Trustee, may declare the
principal of and accrued interest on all the Securities to be
due and payable immediately. Upon such declaration, the
principal (or specified amount) of and accrued interest on all
the Securities shall be due and payable immediately. If an
Event of Default specified in clause (5) or (6) of Section
5.01 with respect to the Company or any of its Material
Subsidiaries occurs, the principal of and interest on all the
Securities shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of
the Trustee or any Securityholders. The Holders of a majority
in principal amount of the Securities by notice to the Trustee
and the Company may (i) rescind an acceleration and its
consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default with
respect to the Securities have been cured or waived (except
nonpayment of principal or interest that has become due solely
because of the acceleration) and (ii) waive an existing
Default and its consequences except a Default in respect of a
provision that cannot be amended without the consent of each
Holder affected, as described in Section 8.02. No such
recission shall affect any subsequent Default or impair any
right consequent thereto."
Section 9.02 is to be amended and replaced in its entirety as
follows:
<PAGE>
SECTION 9.02. Notices. Any notice or communication
shall be in writing and delivered in person or mailed by
first-class mail addressed as follows:
if to the Company:
Baroid Corporation
2001 Ross Avenue
Dallas, Texas 75201
Attention: Treasurer
if to the Trustee:
Texas Commerce Bank National Association
600 Travis
8th Floor
Houston, Texas 77002
Attention: Corporate Trust Department
if to the Guarantor:
Dresser Industries, Inc.
2001 Ross Avenue
Dallas, Texas 75201
Attention: Treasurer
Each party by notice to the others may designate
additional or different addresses for subsequent notices or
communications.
Any notice or communication mailed to a
Securityholder shall be mailed to the Securityholder at the
Securityholder's address as it appears on the registration
books of the Registrar and shall be sufficiently given if so
mailed within the time prescribed.
Failure to mail a notice or communication to a
Securityholder or any defect in it shall not affect its
sufficiency with respect to other Securityholders. If a
notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives
it.
<PAGE>
Article 10, Guarantee of Securities, is to be added as
follows:
"ARTICLE 10
GUARANTEE OF SECURITIES
SECTION 10.01 Guarantee. The Guarantor for
consideration received unconditionally and irrevocably
guarantees to each Securityholder (i) the due and punctual
payment of the principal of and interest on such Security when
and as the same shall become due and payable, whether at
Stated Maturity, as a result of redemption, upon exercise by
the Holder of the Repurchase option upon a Change of Control,
by acceleration or otherwise; (ii) the due and punctual
payment of interest on overdue principal of and interest on
the Securities, to the extent lawful; (iii) the due and
punctual performance of all other obligations under this
Indenture to the Securityholders or the Trustee in accordance
with the terms of such Security and of this Indenture, and
(iv) in the case of any extension of time of payment or
renewal of any securities or any such other obligations, that
the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, at
Stated Maturity, at redemption, upon exercise by the Holder of
the Repurchase option upon a Change of Control, by
acceleration or otherwise, to be paid by such Guarantor. In
all respects, the Guarantor hereby agrees that its obligations
hereunder shall be absolute and unconditional, irrespective
of, and shall be unaffected by, an invalidity, irregularity or
unenforceability of any such Security or any other Article of
this Indenture, any failure to enforce or exercise, or delay
in enforcing or exercising, any right, power or privilege or
any of the other provisions of such Security or this
Indenture, any waiver, modification or indulgence granted to
the Company with respect thereto, by the Securityholders or
the Trustee, or any other circumstances which may otherwise
constitute a legal or equitable discharge of a surety or
guarantor. This Guarantee is a guarantee of payment and not
of collection. The Guarantor waives diligence, presentment,
filing of claims with a court in the event of merger or
bankruptcy of the Company, any right to require a proceeding
or demand first against the Company, the benefit of
discussion, protest or notice with respect to any such
Security or the indebtedness represented thereby and all other
demands whatsoever, and covenants that this Guarantee will not
be discharged as to any Security except by payment in full of
<PAGE>
the amount of principal thereof and interest thereon and as
provided by this Indenture. The Guarantor further agrees
that, as between Guarantor, on the one hand, and the
Securityholders and the Trustee, on the other hand, (i) the
maturity of the obligations guaranteed hereby may be
accelerated as provided in Article 5 hereof for the purposes
of this Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of
the obligations guaranteed hereby, and (ii) in the event of
any acceleration of such obligations as provided in Article 5
hereof, such obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantor for
the purpose of this Guarantee. In addition, without limiting
the foregoing provisions, upon the effectiveness of an
acceleration under Article 5, the Trustee shall promptly make
a demand for payment on the Securities under the Guarantee
provided for in this Article 10 and not discharged; provided
that the failure by the Trustee to make any such demand shall
not impair or otherwise effect the obligations of the
Guarantor.
The Guarantee set forth in this Section 10.01 shall not
be valid or become obligatory for any purpose with respect to
any Security unless the certificate of authentication shall
have been signed by the Trustee.
The obligations of Guarantor pursuant to this Guarantee
shall continue to be effective or automatically reinstated, as
the case may be, if at any time payment of obligations under
this Indenture is rescinded or otherwise must be restored or
returned upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Company or the Guarantor
or for any reason, all as though such payment had not been
made.
The Guarantor shall be subrogated to all rights of the
Securityholder and the Trustees under the Securities Act of
the Indenture as amended by the Indenture; provided that the
guarantor shall not be entitled to any payments arising out of
such subrogation right until the principal of and interest on
all Securities shall have been irrevocably paid in full in
accordance with the terms of such Securities and Guarantee.
The Trustee and, to the extent available under this
Indenture, each Securityholder shall have the right, power and
authority to do all things, including instituting or appearing
in any suit or proceeding, not inconsistent with the express
<PAGE>
provisions of this Guarantee, which it deems necessary or
advisable to enforce the provisions of this Guarantee. Each
and every default to which this Guarantee applies shall give
rise to a separate cause of action hereunder, and separate
suits may be brought hereunder as each cause of action arises.
No remedy conferred upon or reserved to the Trustee and/or
each Securityholder is intended to be exclusive of any other
remedy or remedies, but each and every remedy shall be
cumulative and shall be in addition to every other remedy
given under this Guarantee either now or hereafter existing at
law or in equity.
SECTION 10.02 Obligations of Guarantor Unconditional.
Nothing contained in this Article 10 or elsewhere in this
Indenture or in any Security is intended to or shall impair,
as between Guarantor and the Securityholders and the Trustee,
the obligation of Guarantor, which is absolute and
unconditional, to pay to the Securityholders and the Trustee
the principal of and interest on the Securities as and when
the same shall become due and payable in accordance with the
provisions of this Guarantee, nor shall anything herein or
therein prevent the Trustee or any Securityholder from
exercising all remedies otherwise permitted by applicable law
upon an Event of Default under this Indenture.
SECTION 10.03 Execution of Guarantee. To evidence its
guarantee to the Securityholders and the Trustee, the
Guarantor hereby agrees to execute a notation relating to the
guarantee on each Security authenticated and made available
for delivery by the Trustee. The Guarantor hereby agrees that
its Guarantee set forth in Section 10.01 shall remain in full
force and effect notwithstanding any failure to endorse on
each Security a notation of such Guarantee.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this
Supplemental Indenture to be duly executed and their
respective corporate seals to be hereunto affixed and
attested, all as of the date first written above.
Attest: BAROID CORPORATION, as Issuer
______________________________
By_____________________________
Title:_________________________
Title:
_____________________________
Attest: TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as the Trustee,
_______________________________
Title:
By____________________________
Title:________________________
Attest: DRESSER INDUSTRIES, INC., as
Guarantor
_______________________________
By:___________________________
Title: Title:_________________________
_______________________________
<PAGE>
[FORM OF FACE OF SECURITY]
No. $_______________________
8% Guaranteed Senior Note Due 2003
Baroid Corporation, a Delaware corporation, promises
to pay to
____________________________________________________________,
or registered assigns, the principal sum of
____________________________________________________________
Dollars on April 15, 2003.
Interest Payment Dates: April 15 and October 15
Record Dates: April 1 and October 1
Additional provisions of this Security are set forth
on the other side of this Security.
Dated:______________________
BAROID CORPORATION,
By:________________________________
Treasurer
_______________________________
Vice President
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
Texas Commerce Bank National Association,
as Trustee, certifies that this is
one of the Securities referred to
in the Supplemental Indenture.
By: _________________________________
Authorized Signatory <PAGE>
[FORM OF REVERSE SIDE OF SECURITY]
8% Guaranteed Senior Note Due 2003
1. Interest
Baroid Corporation, a Delaware corporation (such
corporation, and its successors and assigns under the
Indenture hereinafter referred to, being herein called the
Company ), promises to pay interest on the principal amount
of this Security at the rate per annum shown above. The
Company shall pay interest semiannually on April 15 and
October 15 of each year. Interest on the Securities shall
accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from April 22, 1993.
Interest shall be computed on the basis of a 360-day year of
twelve 30-day months. The Company shall pay interest on
overdue principal at the rate set forth on the face of the
Securities, and it shall pay interest on overdue installments
of interest at the same rate to the extent lawful.
2. Method of Payment
The Company shall pay interest on the Securities (except
defaulted interest) to the persons who are registered holders
of Securities at the close of business on the April 1 or
October 1 next preceding the interest payment date even if
Securities are canceled after the record date and on or before
the interest payment date. Holders must surrender Securities
to a Paying Agent to collect principal payments. The Company
shall pay principal and interest in money of the United States
that at the time of payment is legal tender for payment of
public and private debts. However, the Company may pay
principal and interest by check payable in such money. It may
mail an interest check to a Holder s registered address.
3. Paying Agent and Registrar
Initially, Texas Commerce Bank National Association, a
national banking association ("Trustee"), will act as Paying
Agent and Registrar. The Company may appoint and change any
Paying Agent, Registrar or co-registrar without notice. The
Company or any domestically incorporated Wholly Owned
Subsidiary may act as Paying Agent, Registrar or co-registrar.
4. Indenture
The Company issued the Securities under an Indenture
dated as of April 22, 1993 (the "Indenture") between the
<PAGE>
Company and the Trustee, and under a Supplemental Indenture
dated as of___________________________ (the "Supplemental
Indenture"), among the Company, Dresser Industries, Inc. and
the Trustee. The terms of the Securities include those stated
in the Indenture and the Supplemental Indenture and those made
part of the Indenture and Supplemental Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-
77bbbb) as in effect on the date of the Indenture (the "TIA").
Capitalized terms used herein and not defined herein have the
meanings ascribed thereto in the Indenture. The Securities
are subject to all such terms, and Securityholders are
referred to the Indenture and the TIA for a statement of those
terms.
The Securities are general unsecured obligations of the
Company limited to $150,000,000 aggregate principal amount
(subject to Section 2.07 of the Indenture). The Indenture and
Supplemental Indenture impose certain limitations on the
creation of Secured Debt by the Company or any Subsidiary, and
imposes certain limitations on Sale and Leaseback Transactions
by the Company and its Restricted Subsidiaries. The
limitations are subject to a number of important
qualifications and exceptions.
5. Optional Redemption
The Securities may not be redeemed at the option of the
Company prior to the Stated Maturity thereof. The Company is
not subject to any mandatory redemption obligation with
respect to the Securities.
6. Change of Control
Upon a Change of Control, any Holder of Securities
shall have the right to cause the Company to repurchase all or
any part of the Securities of such Holder at a repurchase
price equal to 101% of the principal amount of the Securities
to be repurchased plus accrued interest to the date of
repurchase as provided in, and subject to the terms of, the
Indenture.
7. Ranking
The Securities will be senior unsecured obligations of
the Company.
8. Denominations; Transfer; Exchange
<PAGE>
The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A
Holder may transfer or exchange Securities in accordance with
the Indenture. The Company or the Registrar may require a
Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture. The
Company or the Registrar need not register the transfer of or
exchange any Securities for a period of 15 days before any
repurchase date or any Securities for a period of 15 days
before an interest payment date.
9. Persons Deemed Owners
The registered holder of this Security may be treated as
the owner of it for all purposes.
10. Unclaimed Money
If money for the payment of principal of or interest on
this Security remains unclaimed for two years, the Trustee or
Paying Agent shall pay the money back to the Company at its
request unless an abandoned property law designates otherwise.
After any such payment, Holders entitled to the money must not
look to the Trustee for payment but must look only to the
Company for payment as general creditors.
11. Defeasance
Subject to certain conditions, the Company at any time
may terminate some or all of its obligations under the
Securities and the Indenture if money or U.S. Government
Obligations for the payment of principal of and interest on
the then-outstanding Securities to repurchase or maturity, as
the case may be, is deposited with the Trustee.
12. Amendment, Waiver
Subject to certain exceptions set forth in the Indenture,
(i) the Indenture or the Securities may be amended with the
written consent of the Holders of at least a majority in
principal amount outstanding of the Securities, and (ii) any
default or noncompliance with any provision may be waived with
the written consent of the Holders of a majority in principal
amount outstanding of the Securities. Subject to certain
exceptions set forth in the Indenture, without notice to or
consent of any Securityholder, the Company and the Trustee may
<PAGE>
amend the Indenture or the Securities to cure any ambiguity,
omission, defect or inconsistency, or to comply with Article 4
of the Indenture, or to provide for uncertificated Securities
in addition to or in place of certificated Securities, or to
make any change that does not adversely affect the rights of
any Holder, or to add guarantees with respect to the
Securities, or to add additional covenants of the Company for
the benefit of the Holders or to surrender any right or power
of the Company conferred under the Indenture, or to comply
with the TIA.
13. Defaults and Remedies
Under the Supplemental Indenture, Events of Default
include (i) Default for 30 days in payment of interest on the
Securities; (ii) Default in the payment of principal when due
and payable; (iii) failure by the Company to comply with other
agreements or covenants in or provisions of the Indenture or
Supplemental Indenture or the Securities, in specified cases
subject to notice and lapse of time; (iv) certain failures to
make payments, after any applicable grace period on any debt
of the Company or any of its Restricted Subsidiaries, if the
aggregate amount of the debt with respect to which such
failure to pay has occurred exceeds $25,000,000; and (v)
certain events of bankruptcy or insolvency with respect to the
Company or any Material Subsidiary. If an Event of Default
occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the Securities may declare
all the Securities to be due and payable immediately. Certain
events of bankruptcy or insolvency with respect to the Company
and its Subsidiaries are Events of Default that shall result
in the Securities being due and payable immediately upon the
occurrence of such Events of Default.
Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee
may refuse to enforce the Indenture or the Securities unless
it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount
of the Securities may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from
Securityholders notice of any continuing Default (except a
Default in payment of principal or interest) if it determines
that withholding notice is in their interest.
14. Trustee Dealings with the Company
<PAGE>
Subject to certain limitations imposed by the TIA, the
Trustee under the Indenture or the Supplemental Indenture, in
its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and
may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee.
15. No Recourse Against Others
A director, officer, employee or stockholder, as such, of
the Company, the Company or the Trustee shall not have any
liability for any obligations of the Company under the
Securities or the Indenture or the Supplemental Indenture any
obligations of the Trustee under the Indenture or Supplemental
Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a
Security, each Securityholder waives and releases all such
liability. The waiver and release are part of the
consideration for the issue of the Securities and the
acceptance of the trust by the Trustee.
<PAGE>
16. Authentication
This Security shall not be valid until an authorized
signatory of the Trustee (or an authenticating agent) manually
signs the certificate of authentication on the other side of
this Security.
17. Abbreviations
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in
common), TEN ENT (=tenants by the entireties), JT TEN (=joint
tenants with rights of survivorship and not as tenants in
common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).
18. CUSIP Numbers
Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Securities and has
directed the Trustee to use CUSIP numbers in notices as a
convenience to Securityholders. No representation is made as
to the accuracy of such numbers either as printed on the
Securities or as contained in any notice, and reliance may be
placed only on the other identification numbers placed
thereon.
The Company shall furnish to any Securityholder upon
written request and without charge to the Securityholder a
copy of the Indenture and Supplemental Indenture, which has in
it the text of this Security in larger type. Requests may be
made to:
Baroid Corporation
2001 Ross Avenue
Dallas, Texas 75201, attention: Treasurer
<PAGE>
GUARANTEE
Dresser Industries, Inc. (the "Guarantor") has
unconditionally guaranteed that (a) the principal of, premium,
if any, and interest on the Securities, if lawful, and all
other obligations of the Company to the Holders or the Trustee
will be paid in full or performed, all in accordance with the
terms hereof and set forth in the Indenture, and (b) in the
case of any extension of time of payment or renewal of any
Securities or any such other obligations, the same will be
promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, at Stated Maturity, at
redemption, by acceleration or otherwise. This Guarantee
shall be binding upon the Guarantor and its successors and
assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of
any transfer or assignment of rights by any Holder or the
Trustee, the rights and privileges herein conferred upon that
party shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and
conditions hereof. This Guarantee shall not be valid or
obligatory for any purpose with respect to a Security until
the certificate of authentication on the Security upon which
this Guarantee is noted shall have been signed by the Trustee.
DRESSER INDUSTRIES, INC.
By:___________________________
Name:
Title:
<PAGE>
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
(Print or type assignee"s name, address and zip
code)
(Insert assignee's Social Security or Tax I.D.
Number)
and irrevocably appoint
___________________________________________________ agent to
transfer this Security on the books of the Company. The agent
may substitute another to act for him.
Date: _______________________________
Your Signature:_____________________________
Sign exactly as your name appears on the other side of this
Security.
(Signature must be guaranteed by a member firm of the New York
Stock Exchange ora Commercial bank or turst company.
Signature Guarantee:__________________________
<PAGE>
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased
by the Company pursuant to Section 3.12 of the Indenture,
check the box:
______
If you want to elect to have only part of this
Security purchased by the Company pursuant to Section 3.12 of
the Indenture, state the amount:
$____________________________
Date: _______________________________
Your Signature: ___________________________________
Signature Guarantee:_____________________________________
(Signature must be guaranteed by a member firm of the New York
Stock Exchange or a commercial bank or trust company.)
<PAGE>
EXHIBIT 12.1
PAGE 1 OF 2
DRESSER INDUSTRIES, INC. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(MILLIONS OF DOLLARS EXCEPT FOR RATIO)
3 Months
Ended
Jan. 31, Years Ended October 31,
1994 1993 1992 1991 1990 1989
Earnings
Income from
Continuing
Operations before
Income Taxes
and Minority
Interest 364.2 267.9 178.7 256.3 280.2 215.0
Less: Share of
Pretax Income of
less than 50%
owned Major
Joint Ventures (6.1) (39.3) (37.4) (32.7) (25.3) (16.3)
Less: Share of
Net Earnings of
Other 50% and Less
Owned Affiliates (3.9) (13.9) (11.1) (7.6) (2.9) (3.1)
Add: Share of Pretax
Income of Other 50%
Owned
Affiliates (1) 2.0 10.1 12.4 7.5 6.0 5.4
Add: Fixed Charges
(see below) 19.1 69.5 83.1 87.5 77.5 81.4
Total Earnings 375.3 294.3 225.7 311.0 335.5 282.4<PAGE>
Fixed Charges
Interest Expense 12.6 43.9 47.0 58.8 52.0 53.5
Debt Expense
Amortization .1 .- .1 .1 .1 .1
Premium on
Redemption of
Debentures .- .- 9.8 .- .- .-
Interest Factor of
Rental Expense (2). 6.4 25.6 22.7 25.6 22.2 21.6
Share of Dresser-Rand
Company Fixed
Charges(3) Incl. Incl.
Interest
Expense Above Above .8 .8 .9 4.0
Interest
Factor of
Rental
Expense (2) . . 2.7 2.2 2.3 2.2
Total Fixed
Charges 19.1 69.5 83.1 87.5 77.5 81.4
Ratio of Earnings
to Fixed
Charges (4) 19.65 4.23 2.72 3.55 4.33 3.47
(1) Distributed earnings of less than 50% owned affiliates are not
material.
(2) Interest factor of rental expense is estimated at one-third of rental
expense, which Management believes to be a reasonable approximation.
(3) The Company owned 50% of Dresser-Rand Company from its inception as
of January 1, 1987 through September 30, 1992. Effective October 1,
1992 the Company acquired an additional 1% ownership.
(4) Pretax income for the three months ended January 31, 1994 includes
the gain on sale of Dresser's 29.5% interest in Western Atlas
International, Inc. of $276.7 million. If this gain had been
excluded from pretax income, the Ratio of Earnings to Fixed Charges
would have been 5.16. <PAGE>
EXHIBIT 12.1
PAGE 2 OF 2
BAROID CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(MILLIONS OF DOLLARS EXCEPT FOR RATIO)
Years Ended December 31,
1993 1992 1991 1990 1989
Earnings
Income from Continuing
Operations before
Income Taxes and
Minority Interest 28.3 35.3 16.9 43.9 18.2
Less: Undistributed
Earnings of Joint
Ventures 2.5 (.8) (.3) 1.2 .3
Add: Fixed Charges
( see below) 17.5 17.9 21.2 13.9 9.4
Total Earnings 48.3 52.4 37.8 59.0 27.9
Fixed Charges
Interest Expense 16.8 17.3 20.2 13.2 8.7
Interest Factor of
Rental Expense .7 .6 1.0 .7 .7
Total Fixed Charges 17.5 17.9 21.2 13.9 9.4
Ratio of Earnings
to Fixed
Charges 2.76 2.93 1.78 4.24 2.97
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this 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 such Annual
Report on Form 10-K; and our report on the Dresser-Rand
Financial Statement Schedules, which appears on page 19 of
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 Current Report on Form 8-K
dated January 21, 1994. We also consent to the reference to
us under the heading "Experts" in such Prospectus.
/s/PRICE WATERHOUSE
Price Waterhouse
Dallas, Texas
April 4, 1994
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the reference to our firm under the
caption "Experts" in the Registration Statement on Form S-4
and related Prospectus of Dresser Industries, Inc. pertaining
to the Consent Solicitation Statement/Prospectus for the
Dresser Guarantee of Baroid's 8% Notes due 2003 and to the
incorporation by reference therein of our reports (i) dated
February 4, 1993, 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, 1992, filed with the Securities
Exchange Commission, and (ii) dated March 1, 1993, with
respect to the supplemental consolidated financial statements
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
Ernst & Young
Houston, Texas
March 31, 1994
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Sub Sea International Inc.
As independent public 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-4 and to the reference to our
firm under the heading "Experts" in the registration statement.
/s/ARTHUR ANDERSEN & CO.
Arthur Andersen & Co.
New Orleans, Louisiana
March 29, 1994
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
Consent/Solicitation Statement/Prospectus on Form S-4 of
Dresser Industries, Inc. Baroid Corporation 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 December 31, 1991 and 1990 and for the
years ended December 31, 1991 and 1990. We also consent to
the reference to our firm under the caption "Experts."
/s/COOPERS & LYBRAND
Coopers & Lybrand
Houston, Texas
March 29, 1994
<PAGE>
Exhibit 24
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 a
Registration Statement on Form S-4 under the Securities Act of
1933, as amended, and any amendments thereto with all
exhibits, and any and all documents required to be filed with
respect thereto, relating to the issuance of the Company's
Guarantee of $150,000,000 in principal amount of Baroid
Corporation 8% Senior Notes due 2003, the amendment of such
Senior Notes pursuant to the Proposed Amendment, and the
Solicitation of Consents in connection with the Proposed
Amendment (as defined in the Registration Statement), 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 26th day of
March, 1994.
/s/JOHN J. MURPHY
John J. Murphy
Chairman of the Board
<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 a
Registration Statement on Form S-4 under the Securities Act of
1933, as amended, and any amendments thereto with all
exhibits, and any and all documents required to be filed with
respect thereto, relating to the issuance of the Company's
Guarantee of $150,000,000 in principal amount of Baroid
Corporation 8% Senior Notes due 2003, the amendment of such
Senior Notes pursuant to the Proposed Amendment, and the
Solicitation of Consents in connection with the Proposed
Amendment (as defined in the Registration Statement), 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 26th day of
March, 1994.
/s/WILLIAM E. BRADFORD
William E. Bradford
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 a
Registration Statement on Form S-4 under the Securities Act of
1933, as amended, and any amendments thereto with all
exhibits, and any and all documents required to be filed with
respect thereto, relating to the issuance of the Company's
Guarantee of $150,000,000 in principal amount of Baroid
Corporation 8% Senior Notes due 2003, the amendment of such
Senior Notes pursuant to the Proposed Amendment, and the
Solicitation of Consents in connection with the Proposed
Amendment (as defined in the Registration Statement), 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 28th day of
March, 1994.
/s/SAMUEL B. CASEY, JR.
Samuel B. Casey, Jr.
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 a
Registration Statement on Form S-4 under the Securities Act of
1933, as amended, and any amendments thereto with all
exhibits, and any and all documents required to be filed with
respect thereto, relating to the issuance of the Company's
Guarantee of $150,000,000 in principal amount of Baroid
Corporation 8% Senior Notes due 2003, the amendment of such
Senior Notes pursuant to the Proposed Amendment, and the
Solicitation of Consents in connection with the Proposed
Amendment (as defined in the Registration Statement), 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 26th day of
March, 1994.
/s/LAWRENCE S. EAGLEBURGER
Lawrence S. Eagleburger
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 a
Registration Statement on Form S-4 under the Securities Act of
1933, as amended, and any amendments thereto with all
exhibits, and any and all documents required to be filed with
respect thereto, relating to the issuance of the Company's
Guarantee of $150,000,000 in principal amount of Baroid
Corporation 8% Senior Notes due 2003, the amendment of such
Senior Notes pursuant to the Proposed Amendment, and the
Solicitation of Consents in connection with the Proposed
Amendment (as defined in the Registration Statement), 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 29th day of
March, 1994.
/s/RAWLES FULGHAM
Rawles Fulgham
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 a
Registration Statement on Form S-4 under the Securities Act of
1933, as amended, and any amendments thereto with all
exhibits, and any and all documents required to be filed with
respect thereto, relating to the issuance of the Company's
Guarantee of $150,000,000 in principal amount of Baroid
Corporation 8% Senior Notes due 2003, the amendment of such
Senior Notes pursuant to the Proposed Amendment, and the
Solicitation of Consents in connection with the Proposed
Amendment (as defined in the Registration Statement), 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 28th day of
March, 1994.
/s/JOHN A. GAVIN
John A. Gavin
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 a
Registration Statement on Form S-4 under the Securities Act of
1933, as amended, and any amendments thereto with all
exhibits, and any and all documents required to be filed with
respect thereto, relating to the issuance of the Company's
Guarantee of $150,000,000 in principal amount of Baroid
Corporation 8% Senior Notes due 2003, the amendment of such
Senior Notes pursuant to the Proposed Amendment, and the
Solicitation of Consents in connection with the Proposed
Amendment (as defined in the Registration Statement), 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 28th day of
March, 1994.
/s/RAY L. HUNT
Ray L. Hunt
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 a
Registration Statement on Form S-4 under the Securities Act of
1933, as amended, and any amendments thereto with all
exhibits, and any and all documents required to be filed with
respect thereto, relating to the issuance of the Company's
Guarantee of $150,000,000 in principal amount of Baroid
Corporation 8% Senior Notes due 2003, the amendment of such
Senior Notes pursuant to the Proposed Amendment, and the
Solicitation of Consents in connection with the Proposed
Amendment (as defined in the Registration Statement), 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 26th day of
March, 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 a
Registration Statement on Form S-4 under the Securities Act of
1933, as amended, and any amendments thereto with all
exhibits, and any and all documents required to be filed with
respect thereto, relating to the issuance of the Company's
Guarantee of $150,000,000 in principal amount of Baroid
Corporation 8% Senior Notes due 2003, the amendment of such
Senior Notes pursuant to the Proposed Amendment, and the
Solicitation of Consents in connection with the Proposed
Amendment (as defined in the Registration Statement), 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 25th day of
March, 1994.
/s/LIONEL H. OLMER
Lionel H. Olmer
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 a
Registration Statement on Form S-4 under the Securities Act of
1933, as amended, and any amendments thereto with all
exhibits, and any and all documents required to be filed with
respect thereto, relating to the issuance of the Company's
Guarantee of $150,000,000 in principal amount of Baroid
Corporation 8% Senior Notes due 2003, the amendment of such
Senior Notes pursuant to the Proposed Amendment, and the
Solicitation of Consents in connection with the Proposed
Amendment (as defined in the Registration Statement), 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 28th day of
March, 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 a
Registration Statement on Form S-4 under the Securities Act of
1933, as amended, and any amendments thereto with all
exhibits, and any and all documents required to be filed with
respect thereto, relating to the issuance of the Company's
Guarantee of $150,000,000 in principal amount of Baroid
Corporation 8% Senior Notes due 2003, the amendment of such
Senior Notes pursuant to the Proposed Amendment, and the
Solicitation of Consents in connection with the Proposed
Amendment (as defined in the Registration Statement), 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 26th day of
March, 1994.
/s/A. KENNETH PYE
A. Kenneth Pye
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 a
Registration Statement on Form S-4 under the Securities Act of
1933, as amended, and any amendments thereto with all
exhibits, and any and all documents required to be filed with
respect thereto, relating to the issuance of the Company's
Guarantee of $150,000,000 in principal amount of Baroid
Corporation 8% Senior Notes due 2003, the amendment of such
Senior Notes pursuant to the Proposed Amendment, and the
Solicitation of Consents in connection with the Proposed
Amendment (as defined in the Registration Statement), 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 28th day of
March, 1994.
/s/RICHARD W. VIESER
Richard W. Vieser
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
and/or officer of BAROID CORPORATION, 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 a
Registration Statement on Form S-4 under the Securities Act of
1933, as amended, and any amendments thereto with all
exhibits, and any and all documents required to be filed with
respect thereto, relating to the issuance of Dresser
Industries, Inc.'s Guarantee of $150,000,000 in principal
amount of the Company's 8% Senior Notes due 2003, the
amendment of such Senior Notes pursuant to the Proposed
Amendment, and the Solicitation of Consents in connection with
the Proposed Amendment (as defined in the Registration
Statement), 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 6th day of
April, 1994.
/s/JOHN J. MURPHY
John J. Murphy, Chairman of the
Board
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
and/or officer of BAROID CORPORATION, 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 a
Registration Statement on Form S-4 under the Securities Act of
1933, as amended, and any amendments thereto with all
exhibits, and any and all documents required to be filed with
respect thereto, relating to the issuance of Dresser
Industries, Inc.'s Guarantee of $150,000,000 in principal
amount of the Company's 8% Senior Notes due 2003, the
amendment of such Senior Notes pursuant to the Proposed
Amendment, and the Solicitation of Consents in connection with
the Proposed Amendment (as defined in the Registration
Statement), 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 4th day of
April, 1994.
/s/JAMES L. BRYAN
James L. Bryan
Director <PAGE>
Exhibit 99.1
CONSENT
To: D. F. King & Co., Inc., as Information Agent
77 Water Street
20th Floor
New York, New York 10005
(212) 269-5550
or
Call Toll Free 1-800-669-5550
Fax (212) 809-8839
Consents should not be delivered to any person other than the
above named Information Agent. Registered holders should not
tender or deliver notes at this time.
This Solicitation is made by Baroid Corporation
("Baroid"). The Solicitation is made only to Holders of the
8% Senior Notes, due 2003 (the "Notes") of Baroid as described
in the accompanying Consent Solicitation Statement/Prospectus
dated ______________, 1994 (the "Solicitation Statement").
The term "Holder" as used herein shall mean (i) any person in
whose name Notes are registered, on _________________, 1994
(the "Record Date"), in the register maintained by Texas
Commerce Bank National Association, as Trustee and Registrar
under the Indenture (the "Trustee"), (ii) a beneficial owner
who has arranged for the registered Holder to execute a
Consent and deliver it either to the Information Agent by such
beneficial owner's behalf or to such beneficial owner for
forwarding to the Information Agent on such beneficial owner
or (iii) a beneficial owner of Notes who has obtained a duly
executed proxy substantially in the form set forth in this
Consent which authorizes such person (or any person claiming
authority by or through such other person) to execute and
deliver a Consent with respect to the Notes on behalf of such
registered Holder. Capitalized terms used but not defined
herein have the meanings given to them in the Solicitation
Statement. The terms of the Solicitation set forth in the
Solicitation Statement under "The Solicitation," as well as
the instructions on the reverse of this Consent are hereby
<PAGE>
incorporated herein by reference and form part of the terms
and conditions of this Consent.
BENEFICIAL OWNERS OF NOTES WHO ARE NOT REGISTERED HOLDERS
AND WHO WANT TO CONSENT TO THE AMENDMENT MUST:
(1) INSTRUCT THE REGISTERED HOLDER OF THEIR NOTES TO
EXECUTE A CONSENT AND DELIVER THAT CONSENT TO THE
INFORMATION AGENT AS INDICATED, OR
(2) OBTAIN AN EXECUTED PROXY FROM THE REGISTERED HOLDER
AND DELIVER THAT PROXY TOGETHER WITH THE EXECUTED
CONSENT TO THE INFORMATION AGENT
THE DEPOSITORY TRUST COMPANY ("DTC"), AS REGISTERED
HOLDER, HAS GRANTED AUTHORITY TO DTC PARTICIPANTS HOLDING
NOTES OF BAROID TO EXECUTE THE CONSENT AS IF THEY WERE A
REGISTERED OWNER. SEE INSTRUCTION 3 ON THE REVERSE OF
THIS CONSENT.
By execution hereof, the undersigned acknowledges receipt
of the Solicitation Statement. The undersigned hereby takes
the action with respect to the Proposed Amendment described
below and in the Solicitation Statement. The undersigned
hereby represents and warrants that the undersigned has full
power and authority to give the Consent contained herein. The
undersigned will, upon request, execute and deliver any
additional documents deemed by Baroid to be necessary or
desirable to perfect the undersigned's Consent or evidence
such power and authority.
Please indicate by marking the appropriate box below
whether you wish to vote FOR the Proposed Amendment or AGAINST
the Proposed Amendment. If none of the boxes is marked, but
this Consent is otherwise properly completed and signed, you
will be deemed to have voted "FOR" the Proposed Amendment.
Please sign your name and date below to evidence your vote on
the Proposed Amendment and to evidence the appointment of the
Information Agent as your agent and attorney-in-fact in
connection with this Consent. The undersigned acknowledges
that it must comply with the other provisions of this Consent,
and complete the other information required herein, to validly
consent to the Proposed Amendment.
<PAGE>
The Proposed Amendment would, as described more fully in the
Solicitation Statement:
(1) delete Sections 3.08, 3.09, 3.10, 3.11 and 4.02 from
the Indenture;
(2) amend provisions contained in Sections 3.07, 3.15,
4.01, 5.01 and 5.02; and
(3) add a new Section 3.08 and a new Article 10 under
which Dresser Industries, Inc. would guarantee the
principal of and interest on the Notes.
FOR AGAINST
____ ____
The undersigned hereby irrevocably constitutes and
appoints the Information Agent its agent and attorney-in-fact
(with full knowledge that the Information Agent also acts as
the agent of Baroid) with respect to the Consent given hereby
with full power of substitution to deliver this Consent to
Baroid or the Trustee. The Power of Attorney granted in this
paragraph shall be deemed irrevocable from and after the
Effective Time and coupled with an interest.
The undersigned understands that Consents delivered
pursuant to any of the procedures described under "Consent
Procedures" in the Solicitation Statement and in the
instructions hereto will constitute a binding agreement
between the undersigned and Baroid upon the terms and subject
to the conditions of the Solicitation.
All authority conferred or agreed to be conferred by this
Consent shall survive the death, incapacity, dissolution or
liquidation of the undersigned and every obligation of the
undersigned under this Consent shall be binding upon the
undersigned's heirs, personal representatives, successors and
assigns.
Unless otherwise specified in the table below, this
Consent relates to the total principal amount of Notes held of
record by the undersigned. The undersigned has listed on the
table below the serial numbers and principal amount of Notes
for which this Consent is given. If the space provided below
is inadequate, list all such information on a separate signed
schedule and affix the schedule to this Consent.
<PAGE>
PLEASE COMPLETE THE FOLLOWING TABLE
Principal
Amount With
Respect to
Which
Consents
Are Given
(complete
only
Name(s) and if Consents
Address(es) of Serial Relate to
Registered Holder(s), Number(s)* Less
or Name and DTC if held in Aggregate than Entire
Participant Number certificat Principal Aggregate
(if party holds as ed Amount of Principal
DTC Participant) form) Note(s)** Amount)**
__________________ __________ $_________ $___________
__________________ __________ __________ ____________
__________________ __________ __________ ____________
__________________ __________ __________ ____________
__________________ __________ __________ ____________
Total Principal
Amount Consenting __________ $_________ $___________
__________________
* Need not be completed by Holders whose Notes are
held of record by depositories.
** Unless otherwise indicated in the column labeled
"Principal Amount With Respect to Which Consents Are
Given," the registered Holder will be deemed to have
consented in respect of the entire aggregate
principal amount represented by the Notes indicated
in the column labeled "Aggregate Principal Amount of
Note(s)."
<PAGE>
THE UNDERSIGNED AUTHORIZES THE INFORMATION AGENT TO
DELIVER THIS CONSENT AND ANY PROXY DELIVERED IN CONNECTION
HEREWITH TO BAROID AND THE TRUSTEE AS EVIDENCE OF THE
UNDERSIGNED'S CONSENT TO THE PROPOSED AMENDMENT.
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY
INSTRUCTIONS
To be completed ONLY if
the check for the Consent To be completed ONLY if
Payment is to be issued in the check for the Consent
the name of someone OTHER Payment is to be sent to an
than the registered address OTHER than the
Holder(s) of the Notes. address of the registered
Holder or, if the box
Issue Check to: immediately to the left is
filled in, OTHER than the
Name: address appearing therein.
____________________________
(Please Print) Deliver check to:
Address:
_________________________ Name:
____________________________
_________________________ (Please Print)
_________________________ Address:
(Include Zip Code) ____________________________
_________________________ ____________________________
(Tax Identification or
Social Security Number) ____________________________
(Include Zip Code)
<PAGE>
IMPORTANT -- READ CAREFULLY
Registered Holder(s) must execute this Consent exactly as
their name(s) appear(s) on the Notes. Authorized DTC
Participant(s) must execute this Consent exactly as their
name(s) appear(s) on DTC Listing. If Notes to which this
Consent relates are held of record by two or more joint
registered Holders, all such Holders must sign this Consent.
If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such
person should so indicate when signing and must submit proper
evidence satisfactory to Baroid of such person's authority so
to act.
SIGN HERE
_____________________________________________________________
_____________________________________________________________
Signature(s) of Owner(s)
Dated:
______________________________________________________________
Name(s):
______________________________________________________________
______________________________________________________________
(Please Print)
Capacity:
______________________________________________________________
Address:
______________________________________________________________
(Include Zip Code)
Area Code and Telephone No. ( )_____________________________
Tax Identification or Social Security No. ____________________
<PAGE>
IMPORTANT TAX INFORMATION
Under current Federal income tax law, a Holder who
receives a Consent Payment from Baroid as consideration for
such Holder's Accepted Consent (as defined below) may be
required by law to provide Baroid with his or her correct
taxpayer identification number (e.g., social security number
or employer identification number) on Substitute Form W-9. If
Baroid is not provided with the correct taxpayer
identification number by such Holder, that Holder may be
subject to a $50 penalty imposed by the Internal Revenue
Service ("IRS"). In addition, delivery to such Holder of the
Consent Payment may be subject to backup withholding.
Exempt Holders (including, among others, all
corporations) are not subject to these backup withholding and
reporting requirements. Holders are urged to consult their
own tax advisors to determine whether they are exempt from
these backup withholding and reporting requirements.
If backup withholding applies, Baroid is required to
withhold 31 percent of any Consent Payment made to such
Holder. Backup withholding is not additional tax. Rather,
the tax liability of persons subject to backup withholding
will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.
Purpose of Substitute Form W-9
To prevent backup withholding, the Holder should notify
Baroid of his or her correct taxpayer identification number by
completing the form below certifying that the taxpayer
identification number provided on Substitute Form W-9 is
correct (or that such Holder is awaiting a taxpayer
identification number) and that (1) the Holder has not been
notified by the IRS that he or she is subject to backup
withholding as a result of failure to report all interest or
dividends, or (2) the IRS has notified the Holder that he or
she is no longer subject to backup withholding.
What Number to Report
The Holder is required to give Baroid the social security
number or employer identification number of the record owner
of the Notes.
<PAGE>
PAYER'S NAME: Baroid Corporation
SUBSTITUTE Part 1--Please provide your Social Security No.
TIN in the box at the right OR _______________
Form W-9 and certify by signing and Employer
dating below. Identification
Number
Department of Part 2--Please check the box at the right _____
the Treasury if you have applied for, and are awaiting receipt
Internal of, your TIN
Revenue Service
Certification--under penalties of perjury, I certify
that:
(1) The number shown on this form is my correct
Taxpayer Identification Number (or I am waiting
for a number to be issued to me), and
(2) I am not subject to backup withholding either
because I have not been notified by the IRS
that I am subject to backup withholding as a
result of a failure to report all interest or
Payer's dividends, or the IRS has notified me that I am
Request for no longer subject to backup withholding.
Taxpayer
Identification
No.
Certification instructions--You must cross out item
(2) above if you have been notified by the IRS that
you are subject to backup withholding because of
underreporting interest or dividends on your tax
return. However, if after being notified by the IRS
that you were subject to backup withholding you
receive another notification from the IRS that you
are no longer subject to backup withholding, do not
cross out item (2).
SIGNATURE __________________________DATE_________________
<PAGE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY CONSENT PAYMENT MADE TO YOU.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 2 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer
identification number has not been issued to me, and either
(a) I have mailed or delivered an application to receive a
taxpayer identification number to the appropriate Internal
Revenue Service Center or Social Security Administration
Office, or (b) I intend to mail or deliver an application in
the near future. I understand that if I do not provide a
taxpayer identification number within sixty (60) days, 31% of
all reportable payments made to me thereafter will be withheld
until I provide a number.
_____________________________ ______________________
Signature Date
<PAGE>
INSTRUCTIONS FOR HOLDERS
FORMING PART OF THE TERMS AND CONDITIONS OF THIS CONSENT
1. Delivery of this Consent. Subject to the terms and
conditions of the Solicitation, a properly completed and duly
executed copy of this Consent, a proxy (if applicable)
substantially in the form set forth in this Consent and any
other documents required by this Consent must be received by
the Information Agent at its address or facsimile number
(faxes should be confirmed by physical delivery) set forth on
the face of this Consent prior to 5:00 P.M., New York time, on
____________________, 1994, unless extended (the "Expiration
Date"). The method of delivery of this Consent and all other
required documents to the Information Agent is at the election
and risk of the Holder and, except as otherwise provided
below, delivery will be deemed made only when actually
received by the Information Agent. In all cases, sufficient
time should be allowed to assure timely delivery. Beneficial
owners whose Notes are registered in someone else's name (for
example, in the name of The Depository Trust Company ("DTC")
or the owner's stockbroker) should ensure that the Consent is
forwarded to the Information Agent on a timely basis. NO
CONSENT SHOULD BE SENT TO ANY PERSON OTHER THAN THE
INFORMATION AGENT.
2. Questions Regarding Validity, Form, Legality, etc.
All questions as to the validity, form, eligibility (including
time of receipt) and acceptance of Consents and revocations of
Consents with respect to the Notes will be resolved in the
first instance by Baroid, whose determination will be
conclusive and binding subject only to such final review as
may be prescribed by the Trustee concerning proof of execution
and ownership. Baroid reserves the absolute right to reject
any and all Consents that are not in proper form or the
acceptance of which could, in the opinion of Baroid or its
counsel, be unlawful. Baroid also reserves the right, subject
to such final review as the Trustee prescribes for proof of
execution and ownership, to waive any defects or
irregularities as to particular Consents. Unless waived, any
defects or irregularities in connection with deliveries of
Consents must be cured within such time as Baroid determines.
None of Baroid, any of its affiliates, the Information Agent,
the Solicitation Agent, the Trustee or any other person shall
be under any duty to give any notification of such defects,
irregularities or waiver, nor shall any of them incur any
<PAGE>
liability for failure to give such notification. Deliveries
of such Consents will not be deemed to be made until such
irregularities or defects have been cured or waived. Baroid's
interpretation of the terms and conditions of the Solicitation
shall be conclusive and binding.
3. Holders Entitled to Consent. Only a registered
Holder (or his or her representative or attorney-in-fact
acting pursuant to a valid proxy) on the Record Date or a
beneficial owner who has complied with the procedures set
forth in the next sentence may deliver a Consent. A
beneficial owner of a Note who is not the registered Holder of
such Note (e.g., a beneficial owner whose Notes are registered
in the name of a nominee such as a brokerage firm) must (i)
arrange for the registered Holder to execute a Consent and
deliver it either to the Information Agent on such beneficial
owner's behalf or to such beneficial owner for forwarding to
the Information Agent by such beneficial owner or (ii) obtain
a proxy from the registered Holder authorizing the beneficial
owner to execute and deliver a Consent with respect to the
Notes on behalf of such registered Holder. A Consent by a
registered Holder is a continuing consent notwithstanding that
registered ownership of a Note is transferred after the date
of this Consent unless the registered Holder on the Record
Date revokes such Consent prior to execution of the
Supplemental Indenture (the "Effective Time"). Any beneficial
owner of Notes held of record by DTC or its nominee, through
authority granted by DTC, may direct the participant in DTC (a
"DTC Participant") through which such beneficial owner's Notes
are held in DTC to execute, on such beneficial owner's behalf,
or may obtain a proxy from such DTC Participant and execute
directly, as if such beneficial owner were a registered
holder, a Consent with respect to Notes beneficially owned by
such beneficial owner on the date of execution. For purposes
of the Solicitation Statement and this Consent, the term
"record holder" or "registered holder" shall be deemed to
include DTC Participants.
4. Signatures on this Consent; Proxies. If this
Consent is signed by the registered Holder(s) of the Notes
with respect to which this Consent is given, the signature(s)
must correspond with the name(s) as contained on the books of
the note register maintained by the Trustee, without any
alteration or change whatsoever.
<PAGE>
If any of the Notes with respect to which this Consent is
given hereby are owned of record by two or more joint owners,
all such owners must sign this Consent. If any Notes with
respect to which this Consent is given are held in different
names, it will be necessary to complete, sign and submit as
many separate copies of this Consent and any necessary
accompanying documents as there are names in which Notes are
held.
If this Consent is signed by a person other than the
registered Holder, this Consent must be accompanied by a duly
executed proxy substantially in the form set forth in this
Consent from the registered Holder.
If this Consent or any proxies are signed by trustees,
partners, executors, administrators, guardians, attorneys-in-
fact, officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate
when signing and evidence satisfactory to Baroid of their
authority so to act must be submitted with this Consent.
5. Consent Payment Instructions. Upon the terms and
subject to the conditions set forth in this Consent and in the
Solicitation Statement, Baroid agrees to make a Consent
Payment to each registered Holder as of the Record Date who
delivers to Baroid an Accepted Consent (as defined below) to
the adoption of the Proposed Amendment. The Consent Payment
will be made at the rate of $1.00 for each $1,000 principal
amount of Notes as to which an Accepted Consent is delivered.
The Solicitation will end on the Expiration Date. The Consent
Payment will be made only (a) to registered Holders as of the
Record Date with respect to whose Consents are received prior
to the Expiration Date, (b) in the event that the registered
Holders of at least a majority in aggregate principal amount
of the Notes outstanding and not owned by Baroid or any of its
Affiliates deliver Accepted Consents prior to the Expiration
Date, and (c) in the event that the Supplemental Indenture is
executed thereby effecting the Proposed Amendment. Baroid
reserves the right, in its sole discretion, to extend the
Expiration Date and to terminate the Solicitation. Registered
Holders whose Consents are not received prior to the
Expiration Date will NOT be entitled to a Consent Payment.
NOTWITHSTANDING ANY SUBSEQUENT TRANSFER OF NOTES, ONLY PERSONS
WHO ARE HOLDERS OF RECORD OF NOTES AS OF THE RECORD DATE AND
WHO DELIVER AN ACCEPTED CONSENT BY THE EXPIRATION DATE WILL
RECEIVE A CONSENT PAYMENT. The method of delivery of all
<PAGE>
documents, including fully executed Consent forms, is at the
election and risk of the Holder. An "Accepted Consent" is a
properly completed and executed Consent that is (a) timely
received by the Information Agent and not thereafter revoked
as provided below and in the Solicitation Statement and (b)
accepted by Baroid in accordance with the terms and subject to
the conditions set forth in this Consent and in the
Solicitation Statement. Consent Payments will be made
promptly after the satisfaction of all conditions thereto.
Please indicate on the face of this Consent to whom such
payment should be made.
6. Revocation of Consent. Notwithstanding a
subsequent transfer of Notes, Consents may be revoked prior to
the Effective Time only by the Holder who submits a Consent.
Any such person may revoke such Consent by delivering written
notice of such revocation to the Information Agent at any time
prior to the Effective Time. Thereafter, Consents will no
longer be revocable. To be valid, any such notice of
revocation must indicate the serial number or numbers of the
Notes to which it relates and the aggregate principal amount
represented by such Notes and must be signed by the registered
Holder(s) in the same manner as the original Consent.
7. Waiver of Conditions. Baroid reserves the absolute
right to amend, waive or modify the terms of the Solicitation
and the Proposed Amendment, as more fully described in the
Solicitation Statement.
8. Requests for Assistance or Additional Copies.
Questions relating to this Consent or the terms and conditions
of the Solicitation may be directed to the Solicitation Agent,
whose address and telephone number are set forth on the back
page of the Solicitation Statement, or to your broker, dealer,
commercial bank or trust company. Questions regarding the
instructions for completion of the Consent and for additional
copies of the Solicitation Statement and this form of Consent
may be directed to the Information Agent, whose address and
telephone number are set forth on the face of this Consent.
<PAGE>
FORM OF PROXY WITH RESPECT TO THE SOLICITATION
The undersigned hereby irrevocably appoints
*_______________________ as attorney and proxy of the
undersigned, with full power of substitution, to execute and
deliver the Consent on which this form of proxy is set forth
with respect to the 8% Senior Notes, due 2003 (the "Notes") of
Baroid Corporation in accordance with the terms of the
Solicitation described in the Consent Solicitation
Statement/Prospectus dated __________, 1994, with all the
power the undersigned would possess if consenting personally.
THIS PROXY IS IRREVOCABLE AND IS COUPLED WITH AN INTEREST AND
SHALL EXPIRE ON ____________, 1994. The aggregate principal
amount of (and other information regarding) Notes as to which
this Proxy given is set forth below.
Aggregate Principal Amount of Serial Number(s)
Note(s) (if held in certificate form)
______________________________ ______________________________
______________________________ ______________________________
______________________________ ______________________________
______________________________ ______________________________
If the Notes are owned by two or more persons, each should
sign. Executors, administrators, trustees, guardians and
attorneys-in-fact should add their titles. If a signer is a
corporation, please give full corporate name and have a duly
authorized officer sign, stating title. If a signer is a
partnership, please sign in partnership name by a duly
authorized person.
Signature: _________________________
Name: ______________________________
Title: _____________________________
Dated: _____________________________
<PAGE>
Signature: _________________________
Name: _____________________________
Title: ____________________________
Dated: _____________________________
<PAGE>
