As filed with the Securities and Exchange Commission on January 28,
1994
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________
DRESSER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-0813641
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2001 Ross Avenue
Dallas, Texas 75201
(Address of Principal Executive Offices)(Zip Code)
__________
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
(Full title of the plan)
__________
Rebecca R. Morris
Vice President - Corporate Counsel and Secretary
c/o Dresser Industries, Inc.
2001 Ross Avenue
Dallas, Texas 75201
Telephone: (214) 740-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service) <PAGE>
Copies to:
Jeremy W. Makarechian, Esq. Clint E. Ables, Esq.
Kirkland & Ellis Baroid Corporation
1999 Broadway, Suite 4000 2001 Ross Avenue
Denver, Colorado 80202 Dallas, Texas 75201
Calculation of Registration Fee
Proposed
Title of Amount to Proposed maximum
securities be maximum aggregate Amount of
to be registered price per offering registratio
registered (1) (2) share(3) price(3) n
fee(4)
C o m m o n
Stock, par 600,000 $20.44 $12,264,000
value $.25 $4,228
per share
(1) In addition, pursuant to Rule 416(c), this registration statement
also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
(2) The shares of common stock being registered consist of shares to
be acquired by the trustee pursuant to the plan described herein
for the account of participants.
(3) Calculated pursuant to Rule 457(h), based on an assumed purchase
price of $22.19 per share, which represents the average of the
high and low prices of such securities reported in the
consolidated reporting system on January 18, 1994.
(4) Registration fee is calculated on the basis of 1/29 of 1% of the
proposed maximum aggregate offering price of $12,264,000.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for its fiscal
year ended October 31, 1992, as amended by Amendment No. 1 to such
Annual Report on Form 10-K/A dated June 2, 1993.
(b) The Plan's Annual Report on Form 11-K for the fiscal year
ended December 31, 1992 filed on June 28, 1993.
(c) The following reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Registrant
document referred to in (a) above:
(i) the Registrant's Quarterly Report on Form 10-Q for
the period ended January 31, 1993, as amended by Amendment
No. 1 to such Quarterly Report on Form 10-Q/A dated June 2,
1993;
(ii) the Registrant's Quarterly Report on Form 10-Q for
the period ended April 30, 1993;
<PAGE>
(iii) the Registrant's Quarterly Report on Form 10-Q for
the period ended July 31, 1993;
(iv) the Registrant's Current Report on Form 8-K dated
February 26, 1993, as amended by Amendment No. 1 to such
Current Report on Form 8-K/A dated April 27, 1993;
(v) the Registrant's Current Report on Form 8-K dated
April 19, 1993;
(vi) the Registrant's Current Report on Form 8-K dated
December 10, 1993; and
(vii) the Registrant's Current Report on Form 8-K dated
December 29, 1993.
(d) The Registrant's Final Prospectus dated December 16, 1993,
filed pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the "Securities Act");
(e) The description of the Registrant's Common Stock contained in
Amendment No. 1 to the Registrant's Report on Form 8-A filed on August
30, 1990, as amended by Amendment No. 1 on Form 8 filed on October 3,
1990, pursuant to Section 12(b) of the Exchange Act, including any
amendments or reports filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities then offered
hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the
filing of such reports 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 Registration
Statement to the extent that a statement contained herein or
<PAGE>
in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Plan, the members of the Pension and Employee
Benefits Committee of Baroid Corporation, and any director, officer or
employee of Baroid Corporation or any affiliated company who has served
in a fiduciary capacity with respect to the Plan will be indemnified by
Baroid Corporation to the fullest extent permitted by the By-Laws of
Baroid Corporation and by law against expenses (including the amount of
any liability imposed in the form of a money judgment, civil penalty,
or excise tax, as well as amounts paid in settlement with the approval
of Baroid Corporation) reasonably incurred by such person in connection
with any action, suit or proceeding to which such person may be a party
or with which such person shall be threatened by reason of his having
served in a fiduciary capacity.
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
<PAGE>
settlement, actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was
unlawful. In an action by or in the right of the corporation, a
corporation may indemnify any such person against expenses actually and
reasonably incurred by him in connection with the defense or settlement
of such action if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation and, except that no indemnification shall be made in
respect of any claim or issue as to which such person is adjudged to be
liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action was
brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses, which the court
shall deem proper. Indemnification, unless ordered by the court, shall
be made by the corporation only as authorized in the specific case upon
a determination that indemnification of such person is proper in the
circumstances because he has met the applicable standard of conduct.
Such determination is made (1) by the board of directors by a majority
vote of a quorum consisting of disinterested directors, or (2) by
independent legal counsel in a written opinion, or (3) by the
stockholders. To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or otherwise
in defense of any such matter, Section 145 requires that the
corporation indemnify him against expenses actually and reasonably
incurred by him in his defense. Further, expenses may be paid by the
corporation in advance of final disposition of the matter upon receipt
of an undertaking by or on behalf of such director, officer, employee
or agent to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified. Such indemnification and
advancement of expenses is not deemed exclusive of any other right to
which a director or officer might be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or
otherwise. Section 145 also empowers a corporation to purchase and
maintain insurance on behalf of any person who might be indemnified
<PAGE>
thereunder whether or not the corporation would have the power to
indemnify him against such liability under such Section.
The Registrant's Restated Certificate of Incorporation, as
amended, provides for indemnification of certain persons including
directors and officers to the fullest extent permitted under Section
145 of the DGCL.
Insurance is maintained by the Registrant covering certain
expenses, liabilities or losses which may be incurred by any person by
reason of his being a director or officer of the Registrant or a
subsidiary corporation, partnership, joint venture, trust or other
enterprise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index that immediately precedes
the exhibits filed with this Registration Statement.
In lieu of the opinion of counsel or an Internal Revenue Service
("IRS") determination letter contemplated by Item 601(b)(5) of
Regulation S-K, the Registrant hereby undertakes that it will submit
any amendments to the Plan to the IRS in a timely manner (and the
Registrant understands that Baroid Corporation has submitted the Plan
and all amendments to the Plan through the date hereof to the IRS in a
timely manner), and the Registrant will make any changes (and the
Registrant understands that Baroid Corporation has made any such
changes) requested by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code.
<PAGE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the Registration Statement is
on Form S-3 or Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby further undertakes that,
for the purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to section 13(a)
or section 15(d) of the Exchange Act (and, where applicable, each
filing of any employee benefit plan's annual report pursuant to section
15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as the indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of
Texas, on the ____ day of January, 1994.
DRESSER INDUSTRIES, INC.
By: /s/ GEORGE H. JUETTEN
George H. Juetten,
Vice President - Controller
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement on Form S-8 has been signed by the
following persons in the capacities and as of the date indicated.
Signature Title Date
*JOHN J. MURPHY Chairman of the Board January 28, 1994
John J. Murphy (Principal Executive
Officer)
*B. D. ST. JOHN Vice Chairman January 28, 1994
B. D. St. John (Principal Accounting
Officer)
/S/GEORGE H. JUETTEN Vice President - January 28, 1994
George H. Juetten Controller (Principal
Accounting Officer)
*WILLIAM E. BRADFORD Director January 28, 1994
William E. Bradford
*SAMUEL B. CASEY Director January 28, 1994
Samuel B. Casey
Director January __, 1994
Lawrence Eagleburger
*RAWLES FULGHAM Director January 28, 1994
Rawles Fulgham
*JOHN A. GAVIN Director January 28, 1994
John A. Gavin
*RAY L. HUNT Director January 28, 1994
Ray L. Hunt
*J. LANDIS MARTIN Director January 29, 1994
J. Landis Martin
<PAGE>
*W. GEORGE NANCARROW Director January 28, 1994
W. George Nancarrow
*LIONEL H. OLMER Director January 28, 1994
Lionel H. Olmer
*JAY A. PRECOURT Director January 28, 1994
Jay A. Precourt
*A. KENNETH PYE Director January 28, 1994
A. Kenneth Pye
*RICHARD W. VIESER Director January 28, 1994
Richard W. Vieser
*By: /s/STANLEY E. MCGLOTHLIN
Stanley E. McGlothlin
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description
4.1 Form of Saving Plan for Employees
of Baroid Corporation, as amended
and restated effective July 1, 1990
(Incorporated by Reference to
Exhibit 4.1 to Baroid Corporation
Registration No. 33-37463 on Form
S-8)
4.2 First Amendment to Savings Plan for
Employees of Baroid Corporation
(Incorporated by Reference to
Exhibit 4.2 to Baroid Corporation
Registration No. 33-37463 on Form
S-8
4.3 Second Amendment to Savings Plan
for Employees of Baroid Corporation
(Incorporated by Reference to
Exhibit 4.2 to Baroid Corporation
Registration No. 33-37463 on Form
S-8)
*4.4 Third Amendment to Savings Plan for
Employees of Baroid Corporation
*4.5 IRS Required Amendment to Savings
Plan for Employees of Baroid
Corporation
<PAGE>
4.6 Savings Plan for Employees of
Baroid Corporation Trust Agreement
between Merrill Lynch Trust Company
and Baroid Corporation, dated July
1, 1990, as amended (Incorporated
by Reference to Exhibit 4.4 to
Baroid Corporation Registration No.
33-37463 on Form S-8)
*23.1 Consent of Price Waterhouse
*23.2 Consent of KPMG Peat Marwick
*23.3 Consent of Ernst & Young
*23.4 Consent of Coopers & Lybrand
*23.5 Consent of Arthur Andersen
*24 Powers of Attorney
<PAGE>
Exhibit 4.4
THIRD AMENDMENT TO
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
THIS AGREEMENT by the Employee Benefits Administration Committee
("EBAC") of Baroid Corporation (the "Company"),
W I T N E S S E T H:
WHEREAS, the Company has previously adopted the Plan and Trust
Agreement known as "Savings Plan for Employees of Baroid Corporation"
(the "Plan"); and
WHEREAS, pursuant to Section 11.2 of the Plan, EBAC (formerly
known as the Pension and Employee Benefits Committee) has the authority
to approve any amendment required by the Internal Revenue Service prior
to approving the Plan; and
WHEREAS, EBAC approved resolutions on March 12, 1992 to amend the
Plan;
NOW, THEREFORE, the Plan is hereby amended, effective as of March
12, 1992 as follows:
1) Section 6.4 of the Plan is amended by the deletion of the
words "per quarter" in the second sentence of the third paragraph
thereof.
<PAGE>
2) Section 6.1 of the Plan is amended by the addition of the
words "and Section 6.4" after the words "Subject to Section 8.4(f)" in
the first sentence thereof.
3) The words "Pension and Employee Benefits Committee" shall be
deleted wherever those words appear in the Plan and the words "Employee
Benefits Administration Committee" inserted in their stead.
<PAGE>
Exhibit 4.5
IRS REQUIRED AMENDMENT TO
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
THIS AGREEMENT by the Employee Benefits Administration Committee
("EBAC") of Baroid Corporation (the "Company"),
W I T N E S S E T H:
WHEREAS, the Company has previously adopted the Plan and Trust
Agreement known as "Savings Plan for Employees of Baroid Corporation"
(the "Plan"); and
WHEREAS, pursuant to Section 11.2 of the Plan, EBAC (formerly
known as the Pension and Employee Benefits Committee) has the authority
to approve any amendment required by the Internal Revenue Service prior
to approving the Plan; and
WHEREAS, the Internal Revenue Service is requiring this amendment
prior to approval of the Plan;
NOW, THEREFORE, the parties hereto agree that the Plan is hereby
amended, effective as of January 1, 1987 (except where another
effective date is stated), primarily for the purpose of clarification
of certain provisions of the Plan, as follows:
1) Section 2.17 of the Plan is amended by the addition of the
following words at the end of the first sentence thereof:
<PAGE>
"Provided however, any person described in (a) through (b) of
the immediately preceding sentence shall be deemed to be an
Employee for purposes of Section 2.23.
2) Section 4.5(d) of the Plan is amended by the insertion of the
words "but which have not yet been contributed to the Plan for such
Plan Year" immediately after the words "may elect to treat Employer
contributions which are made for any Plan Year".
3) Section 6.1 of the Plan is amended by the insertion of the
words "Subject to Section 8.4(f)," at the beginning of the first
sentence thereof.
4) Section 8.4 of the Plan is completely amended and restated to
read as provided in the substitute pages attached to this amendment.
5) Section 12.2 of the plan is amended by the deletion of the
words "or after any amendment" from the first sentence thereof.
6) Section 13.3(d) of the Plan is amended by the deletion of the
cross reference to Article VI and the substitution of a cross reference
to Article IX in its stead.
7) Section 14.2(d) of the Plan is amended by the creation of a
new subsection (iv) to read as follows:
"(iv) For purposes of this Section 14.2(d), Pre-Tax
Contributions shall be the last amounts to be considered
Excess Amounts."
<PAGE>
8.4 Forfeitures Upon Distribution Prior to Full Vesting and
Repayment. Except as provided in Paragraphs 8.5 and 8.6, any
termination of employment of a Participant, prior to the time his
account attributable to the Employer Contributions made with respect to
him is 100% vested in accordance with Paragraphs 8.2 or 8.5, may result
in a forfeiture of the current value of the nonvested amounts subject
to the following provisions, effective January 1, 1992.
(a) General Rule: The value of his vested interest in his
After-Tax and Additional After-Tax Contributions, and in the Total
Pre-Tax and Employer Contributions made on his behalf will be paid to
him in accordance with Paragraph 9.1. Notwithstanding any other
provisions of the Plan to the contrary, any nonvested amounts that
were held under the Plan (as in effect immediately prior to the Plan
Year that commenced on January 1, 1992), in Accounts maintained for
Participants who had incurred at least five (5) consecutive one year
Breaks in Service on or before January 1, 1992, shall be deemed to
have been forfeited during the first Plan Year that commenced
immediately after December 31, 1991 and shall be applied as herein
provided.
(b) Cashouts Within Two Plan Years After Employment Terminates:
The Participant shall not be entitled to the value of the nonvested
portion of his account attributable to Employer Contributions which
nonvested portion shall be forfeited as of the date distribution of
his vested account balance is made or commenced (due to such person's
cessation of participation in the Plan) by the close of the second
complete Plan Year following the Plan Year in which his employment
terminated, and applied in accordance with Paragraph 5.4. Otherwise,
with respect to the nonvested portion of such account of a Participant
who received a distribution of all or a portion of the vested portion
of such account other than by the close of the second complete Plan
Year following the Plan Year in which his employment terminated, such
forfeiture shall occur on the date on which such Participant incurs
five consecutive one-year Breaks in Service following the date of
termination of employment. Provided, however, that if the Participant
(1) received a distribution which includes the full amount of his
entire vested interest in his account attributable to Employer
Contributions as a result of his termination of participation in the
Plan, which distribution is $3,500 or less, or is more than $3,500 but
is consented to, (2) returns to active employment before incurring
five consecutive one-year Breaks in Service and (3) not later than the
end of the five-year period beginning with the Employee's resumption
of employment covered by the Plan, repays to the Trust Fund, in cash
or shares of Employer Stock (but only to the extent of the number of
<PAGE>
shares received upon distribution), the entire value of his account
balance at the time of distribution to him, the amount repaid and the
nonvested portion of the Employer Contributions previously made on the
Participant's behalf shall be restored to such Participant's accounts
in an amount equal to the value of his accounts on the date of
distribution and shall be invested in accordance with the option in
effect for such Participant at the time of repayment. In addition, if
such Participant (1) received a distribution by the close of the
second Plan Year following the Plan Year in which his employment
terminated, which distribution was less than the full amount of his
entire vested interest in his account attributable to Employer
Contributions, which interest is $3,500 or less, or is more than
$3,500 but is consented to, and (2) returns to active employment
before incurring five consecutive one-year Breaks in Service following
the date his employment terminated, the nonvested portion of the
Employer Contributions previously made on the Participant's behalf
shall be restored to such Participant's accounts in an amount equal to
the value of his accounts on the date the distribution commenced
without any requirement that he repay to the Trust Fund any amount of
the distribution attributable to Employer Contributions; provided,
however, any future distributions attributable to Employer
Contributions shall be subject to offset by the amount of the prior
distribution that was not repaid incident to restoration to the
Participant's account pursuant to this sentence. There shall be no
adjustment for any gains or losses which may be incurred between the
date of distribution and the date of repayment.
(c) Deemed Cashouts: If the Participant did not have a vested
interest in any contributions credited to his account at the time of
his termination of participation in the Plan he shall be deemed to
have received a distribution of a vested interest in any contributions
credited to his account equal to zero (although actually receiving no
distribution from his account as a result of his termination of
participation in the Plan), and his account will be restored if he
resumes employment covered under the Plan prior to incurring a period
of five consecutive one-year Breaks in Service following the date of
the termination.
(d) Distributions Made or Begun More Than Two Plan Years After
Employment Terminates: With respect to a Participant whose vested
interest in his account attributable to Employer Contributions is less
than 100% and who receives a termination distribution from his account
attributable to Employer Contributions other than by the close of the
second Plan Year following the Plan Year in which his employment
terminated, any amount remaining in his account attributable to
<PAGE>
Employer Contributions shall continue to be maintained as a separate
account. At any relevant time, such Participant's nonforfeitable
portion of such separate account shall be determined in accordance
with the following formula:
X = P (AB + D) - D
For purposes of applying the formula: X is the nonforfeitable portion
of such separate account at the relevant time; P is the Participant's
vested interest in his account attributable to Employer Contributions
at the relevant time; AB is the balance of such separate account at
the relevant time; and D is the amount of the distribution. For all
other purposes of the Plan, a Participant's separate account shall be
treated as an account attributable to Employer Contributions. The
forfeitable portion of such terminated Participant's separate account
shall be forfeited on the date on which such Participant incurs five
consecutive one-year Breaks in Service following the date of
termination of employment.
(e) Deferred Vested Distributions: With respect to a Participant
who terminates employment with the Employer with a vested interest in
his account attributable to Employer Contributions greater than 0% but
less than 100% and who is not otherwise subject to the forfeiture
provisions of paragraph (b) or paragraph (d) above, the forfeitable
portion of such terminated Participant's account attributable to
Employer Contributions shall be forfeited on the date on which such
Participant incurs five consecutive one-year Breaks in Service
following the date of termination of employment.
(f) Investment of Forfeitable Account Balances: A terminated
Participant shall be entitled to direct the investment of his Account
up until such time as investments are liquidated, if applicable, and
distribution of his entire vested interest is made in accordance with
Article IX. Thereafter, the forfeitable portion of such Account shall
be invested by the Committee.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Dresser Industries, Inc. of our report dated
December 30, 1992, relating to the consolidated financial statements of
Dresser Industries, Inc. which appears on page 23 of Dresser
Industries, Inc.'s Annual Report on Form 10-K/A for the year ended
October 31, 1992 and our report dated November 12, 1992 relating to the
consolidated financial statements of Dresser-Rand Company which appears
on page 69 of such Annual Report on Form 10-K/A. We also consent to
the incorporation by reference of our report on the Dresser Industries,
Inc. Financial Statement Schedules which appears on page 60 and our
report on the Dresser-Rand Financial Statement Schedules which appears
on page 85 of such Annual Report on Form 10-K/A.
/s/PRICE WATERHOUSE
Price Waterhouse
Dallas, Texas
January 25, 1994
<PAGE>
Exhibit 23.2
Consent of Independent Chartered Accountants
The Shareholder of
Bredero Price Holding BV and subsidiaries
We consent to the incorporation by reference of our report dated 25
February 1993 (except as to Note 20, which as of 26 February 1993)
relating to the consolidated balance sheet of Bredero Price Holding BV
and subsidiaries as of December 31, 1992 and the related consolidated
statement of earnings and cash flows for the year ended December 31,
1992, in the Registration Statement on Form S-8 of Dresser Industries,
Inc. to be filed for the Savings Plan for Employees of Baroid
Corporation, which report appears in the 27 April 1993 Form 8-K/A
amendment to the 11 March 1993 Form 8-K of Dresser Industries, Inc.
/s/ KPMG PEAT MARWICK
KPMG Peat Marwick
London, United Kingdom
January 28, 1994
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
Registration Statement (Form S-8 No. 33-00000) of Dresser Industries,
Inc. pertaining to the Savings Plan for Employees of Baroid
Corporation 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 and
Exchange Commission, (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, and (iii) dated June 18, 1993, with respect to the
financial statements and schedules of the Savings Plan for Employees of
Baroid Corporation included in the Plan's Annual Report (Form 11-K) for
the year ended December 31, 1992, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG
Ernst & Young
Houston, Texas
January 27, 1994
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
Registration Statement (No. 33- ) on Form S-8 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 and for the years ended December 31, 1991 and 1990, which
report is included in Baroid's 1992 Annual Report on Form 10-K.
/s/ COOPERS & LYBRAND
Coopers & Lybrand
Houston, Texas
January 25, 1994
<PAGE>
Exhibit 23.5
CONSENT OF PUBLIC INDEPENDENT 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-8 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
January 27, 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
("Dresser"), 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, pursuant to the requirements of the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 registering
underlying common shares of Dresser to be issued pursuant to the
Savings Plan for Employees of Baroid Corporation (the "Plan") and
interests in the Plan, and to file the same with the Securities and
exchange Commission, together with all exhibits thereto and other
documents in connection therewith, and to sign on his behalf and in his
stead, in any and all capacities, any amendments to said Registration
Statement, incorporating such changes as said attorneys-in-fact deem
appropriate, 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 20th day of January, 1994.
/s/ John J. Murphy
John J. Murphy
Chairman of the Board and
Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation
("Dresser"), 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, pursuant to the requirements of the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 registering
underlying common shares of Dresser to be issued pursuant to the
Savings Plan for Employees of Baroid Corporation (the "Plan") and
interests in the Plan, and to file the same with the Securities and
exchange Commission, together with all exhibits thereto and other
documents in connection therewith, and to sign on his behalf and in his
stead, in any and all capacities, any amendments to said Registration
Statement, incorporating such changes as said attorneys-in-fact deem
appropriate, 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 20th day of January, 1994.
/s/ B. D. St. John
B. D. St. John
Vice Chairman and
Principal Financial Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation
("Dresser"), 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, pursuant to the requirements of the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 registering
underlying common shares of Dresser to be issued pursuant to the
Savings Plan for Employees of Baroid Corporation (the "Plan") and
interests in the Plan, and to file the same with the Securities and
exchange Commission, together with all exhibits thereto and other
documents in connection therewith, and to sign on his behalf and in his
stead, in any and all capacities, any amendments to said Registration
Statement, incorporating such changes as said attorneys-in-fact deem
appropriate, 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 20th day of January, 1994.
/s/ W. E. Bradford
W. 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
("Dresser"), 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, pursuant to the requirements of the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 registering
underlying common shares of Dresser to be issued pursuant to the
Savings Plan for Employees of Baroid Corporation (the "Plan") and
interests in the Plan, and to file the same with the Securities and
exchange Commission, together with all exhibits thereto and other
documents in connection therewith, and to sign on his behalf and in his
stead, in any and all capacities, any amendments to said Registration
Statement, incorporating such changes as said attorneys-in-fact deem
appropriate, 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 20th day of January, 1994.
/s/ Samuel B. Casey
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
("Dresser"), 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, pursuant to the requirements of the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 registering
underlying common shares of Dresser to be issued pursuant to the
Savings Plan for Employees of Baroid Corporation (the "Plan") and
interests in the Plan, and to file the same with the Securities and
exchange Commission, together with all exhibits thereto and other
documents in connection therewith, and to sign on his behalf and in his
stead, in any and all capacities, any amendments to said Registration
Statement, incorporating such changes as said attorneys-in-fact deem
appropriate, 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 20th day of January, 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
("Dresser"), 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, pursuant to the requirements of the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 registering
underlying common shares of Dresser to be issued pursuant to the
Savings Plan for Employees of Baroid Corporation (the "Plan") and
interests in the Plan, and to file the same with the Securities and
exchange Commission, together with all exhibits thereto and other
documents in connection therewith, and to sign on his behalf and in his
stead, in any and all capacities, any amendments to said Registration
Statement, incorporating such changes as said attorneys-in-fact deem
appropriate, 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 20th day of January, 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
("Dresser"), 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, pursuant to the requirements of the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 registering
underlying common shares of Dresser to be issued pursuant to the
Savings Plan for Employees of Baroid Corporation (the "Plan") and
interests in the Plan, and to file the same with the Securities and
exchange Commission, together with all exhibits thereto and other
documents in connection therewith, and to sign on his behalf and in his
stead, in any and all capacities, any amendments to said Registration
Statement, incorporating such changes as said attorneys-in-fact deem
appropriate, 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 20th day of January, 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
("Dresser"), 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, pursuant to the requirements of the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 registering
underlying common shares of Dresser to be issued pursuant to the
Savings Plan for Employees of Baroid Corporation (the "Plan") and
interests in the Plan, and to file the same with the Securities and
exchange Commission, together with all exhibits thereto and other
documents in connection therewith, and to sign on his behalf and in his
stead, in any and all capacities, any amendments to said Registration
Statement, incorporating such changes as said attorneys-in-fact deem
appropriate, 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 and made this Power effective as
of the 20th day of January, 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
("Dresser"), 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, pursuant to the requirements of the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 registering
underlying common shares of Dresser to be issued pursuant to the
Savings Plan for Employees of Baroid Corporation (the "Plan") and
interests in the Plan, and to file the same with the Securities and
exchange Commission, together with all exhibits thereto and other
documents in connection therewith, and to sign on his behalf and in his
stead, in any and all capacities, any amendments to said Registration
Statement, incorporating such changes as said attorneys-in-fact deem
appropriate, 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 20th day of January, 1994.
/s/ W. George Nancarrow
W. George Nancarrow
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
("Dresser"), 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, pursuant to the requirements of the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 registering
underlying common shares of Dresser to be issued pursuant to the
Savings Plan for Employees of Baroid Corporation (the "Plan") and
interests in the Plan, and to file the same with the Securities and
exchange Commission, together with all exhibits thereto and other
documents in connection therewith, and to sign on his behalf and in his
stead, in any and all capacities, any amendments to said Registration
Statement, incorporating such changes as said attorneys-in-fact deem
appropriate, 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 and made this Power effective as
of the 20th day of January, 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
("Dresser"), 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, pursuant to the requirements of the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 registering
underlying common shares of Dresser to be issued pursuant to the
Savings Plan for Employees of Baroid Corporation (the "Plan") and
interests in the Plan, and to file the same with the Securities and
exchange Commission, together with all exhibits thereto and other
documents in connection therewith, and to sign on his behalf and in his
stead, in any and all capacities, any amendments to said Registration
Statement, incorporating such changes as said attorneys-in-fact deem
appropriate, 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 20th day of January, 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
("Dresser"), 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, pursuant to the requirements of the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 registering
underlying common shares of Dresser to be issued pursuant to the
Savings Plan for Employees of Baroid Corporation (the "Plan") and
interests in the Plan, and to file the same with the Securities and
exchange Commission, together with all exhibits thereto and other
documents in connection therewith, and to sign on his behalf and in his
stead, in any and all capacities, any amendments to said Registration
Statement, incorporating such changes as said attorneys-in-fact deem
appropriate, 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 20th day of January, 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
("Dresser"), 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, pursuant to the requirements of the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8 registering
underlying common shares of Dresser to be issued pursuant to the
Savings Plan for Employees of Baroid Corporation (the "Plan") and
interests in the Plan, and to file the same with the Securities and
exchange Commission, together with all exhibits thereto and other
documents in connection therewith, and to sign on his behalf and in his
stead, in any and all capacities, any amendments to said Registration
Statement, incorporating such changes as said attorneys-in-fact deem
appropriate, 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 20th day of January, 1994.
/s/ Richard W. Vieser
Richard W. Vieser
Director
<PAGE>
