SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended
January 31, 1994 Commission File Number 1-4003
DRESSER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware C 75-0813641
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
P. O. Box 718
2001 Ross Avenue 75221 (P. O. Box)
Dallas, Texas 75201
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code - 214-740-6000
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
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Securities Exchange Act of 1934 during the preceding 12 months, and
(2) has been subject to such filing requirements for the past 90
days.
Yes X . No .
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at February 28, 1994
Common Stock, par value $.25 175,329,143
INDEX
Page
Number
Part I. Financial Information
Management's Representation 3
Consolidated Condensed Statements of Earnings for the
three months ended January 31, 1994 and 1993 4
Consolidated Condensed Balance Sheets
as of January 31, 1994 and October 31, 1993 5
Consolidated Condensed Statements of Cash Flows
for the three months ended January 31, 1994 and 1993 6
Notes to Consolidated Condensed Financial Statements 7-10
Management's Discussion and Analysis 11-13
Part II. Other Information
Submission of Matters to a Vote of Security Holders 14
Reports on Form 8-K 14
Signature 15
MANAGEMENT'S REPRESENTATION
The consolidated condensed financial statements included herein
have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to
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such rules and regulations. The Company believes that the
disclosures are adequate to make the information presented not
misleading. These consolidated condensed financial statements
should be read in conjunction with (1) the consolidated financial
statements, the notes to consolidated financial statements and
management's discussion and analysis included in the Company's 1993
Annual Report on Form 10-K and (2) the supplemental consolidated
financial statements, the notes to supplemental consolidated
financial statements and management's discussion and analysis
included in the Company's Current Report on Form 8-K/A filed on
March 10, 1994.
In the opinion of the Company, all adjustments have been included
that were necessary to present fairly the financial position of
Dresser Industries, Inc. and subsidiaries as of January 31, 1993
and October 31, 1993, and the results of their operations and their
cash flows for the three months ended January 31, 1994 and 1993.
These adjustments consisted of normal recurring adjustments. The
results of operations for such interim periods do not necessarily
indicate the results for the full year.
DRESSER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(In Millions Except Per Share Data)
Three Months Ended
January 31,
1994 1993
(Unaudited)
Sales and service revenues................. $ 1,357.5 $ 1,118.3
Cost of sales and services................. (1,043.6) (864.9)
Gross earnings........................... 313.9 253.4
Earnings from major joint ventures......... 6.1 15.8
Selling, engineering, administrative and
general expenses......................... (232.0) (235.2)
Special charges............................ (9.5) (7.0)
Earnings from operations................. 78.5 27.0
Other income (deductions)
Interest expense, net.................... (6.0) (3.8)
Gain on sale of interest in Western Atlas 276.7 .-
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Gain on Mexican affiliate's public
offering............................... 11.0 .-
Retiree medical benefit plan curtailment. .- 12.8
Other, net............................... 4.0 9.9
Total other income, net................ 285.7 18.9
Earnings before income taxes and
minority interest...................... 364.2 45.9
Income taxes............................... (162.0) (17.2)
Minority interest.......................... (8.8) (4.9)
Net earnings............................. $ 193.4 $ 23.8
Earnings per common share.................. $ 1.11 $ .14
Cash dividends per common share............ $ .15 $ .15
Average common shares outstanding.......... 174.8 173.9
See accompanying Notes to Consolidated Condensed Financial
Statements.
DRESSER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Millions)
January 31,
1994 October 31,
(Unaudited) 1993
ASSETS
Current Assets
Cash and cash equivalents................ $ 414.5 $ 272.8
Notes and accounts receivable, net....... 718.8 854.8
Inventories, net......................... 588.0 728.3
Investment in M-I Drilling Fluids........ 132.1 .-
Deferred income taxes.................... 98.1 100.9
Other current assets..................... 46.0 46.5
Total Current Assets................... 1,997.5 2,003.3
Notes receivable from sale of Western Atlas 200.0 .-
Investments in and receivables from major
joint ventures........................... 143.4 414.4
Intangibles, net........................... 612.3 610.7
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Deferred income taxes...................... 210.0 210.9
Other assets............................... 199.6 189.7
Property, plant and equipment - at cost.... 2,079.0 2,340.3
Accumulated depreciation and amortization.. 1,212.8 1,398.6
Total Properties - Net................. 866.2 941.7
Total Assets......................... $4,229.0 $4,370.7
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities
Short-term debt and current portion
of long-term debt...................... $ 118.7 $ 306.8
Accounts payable......................... 295.1 367.8
Advances from customers on contracts..... 276.5 288.3
Accrued compensation and benefits........ 202.9 240.3
Income taxes............................. 241.6 102.3
Other current liabilities................ 395.4 399.2
Total Current Liabilities.............. 1,530.2 1,704.7
Employee retirement benefit obligations.... 679.6 707.6
Long-term debt............................. 464.1 486.7
Deferred compensation, insurance
reserves and other liabilities........... 96.8 103.0
Minority interest.......................... 74.5 154.9
Shareholders' Investment
Common shares............................ 43.9 43.7
Capital in excess of par value........... 371.7 366.7
Retained earnings........................ 1,119.1 951.0
Cumulative translation adjustments....... (133.1) (130.2)
Pension liability adjustment............. (13.8) (13.8)
1,387.8 1,217.4
Less: Treasury shares, at cost.......... 4.0 3.6
Total Shareholders' Investment......... 1,383.8 1,213.8
Total Liabilities and Shareholders'
Investment......................... $4,229.0 $4,370.7
See accompanying Notes to Consolidated Condensed Financial Statements.
DRESSER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In Millions)
Three Months Ended
January 31,
1994 1993
(Unaudited)
Cash flows from operating activities:
Net earnings.............................. $ 193.4 $ 23.8
Adjustments to reconcile net earnings
to cash flow:
Gain on sale of interest in
Western Atlas, net of tax............ (147.0) .-
Retiree medical benefit plan changes... .- (12.8)
Depreciation and amortization.......... 53.0 47.3
Undistributed earnings of major
joint ventures....................... (6.1) (15.8)
Minority interest in earnings.......... 8.8 4.9
Decrease in receivables................ 12.9 37.6
Decrease in inventories................ 52.2 11.6
Increase in other assets............... (24.9) (9.0)
Decrease in accounts payable
and accrued liabilities.............. (64.2) (114.6)
Increase(decrease)in advances from
customers on contracts............... (6.7) 34.8
Increase (decrease) in income taxes
payable.............................. 12.5
(12.8)
Other - net............................ (30.8) 24.6
Total adjustments.................... (140.3) (4.2)
Net cash provided by operating activities.. 53.1 19.6
Cash flows from investing activities:
Sale of interest in Western Atlas.......... 358.0 .-
Loan repaid by Western Atlas............... .- 10.0
Capital expenditures....................... (34.0) (23.5)
Net cash provided by (used by)
investing activities................... 324.0 (13.5)
Cash flows from financing activities:
Increase (decrease) in short-term debt..... (187.8) 81.7
Redemption of debentures................... .- (62.5)
Decrease in other long-term debt........... (22.2) (10.2)
Dividends paid............................. (25.3) (24.3)
Net cash used by financing activities.... (235.3) (15.3)
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Effect of translation adjustments on cash.... (.1) (4.7)
Net increase (decrease)in cash and cash
equivalents................................ 141.7 (13.9)
Cash and cash equivalents, beginning
of period.................................. 272.8 176.5
Cash and cash equivalents, end of period..... $ 414.5 $ 162.6
See accompanying Notes to Consolidated Condensed Financial
Statements.
DRESSER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
January 31, 1994
(Unaudited)
NOTE A - BASIS OF PRESENTATION
On January 21, 1994, a wholly owned subsidiary of Dresser
Industries, Inc. (Dresser) merged with Baroid Corporation (Baroid).
Dresser issued 0.40 shares of its common stock for each share of
outstanding Baroid common stock, and Baroid became a wholly-owned
subsidiary of Dresser. The "Company" as used in these consolidated
condensed financial statements refers to Dresser and its
subsidiaries including Baroid.
The merger has been accounted for as a pooling of interests. The
1994 financial statements and other financial information include
Baroid from November 1, 1993. The 1993 financial statements and
other financial information have been restated to include Baroid
from November 1, 1992.
NOTE B - MAJOR UNCONSOLIDATED JOINT VENTURES
The Company's Investment in and Receivables from Major
Unconsolidated Joint Ventures consists of the following (in
millions):
January 31, October 31,
1994 1993
Western Atlas International, Inc. $ .- $ 278.2
Ingersoll-Dresser Pump Company... 143.4 136.2
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$ 143.4 $ 414.4
Summarized earnings statement information for major joint ventures
is as follows (in millions):
Three Months Ended
January 31,
1994 1993
Ingersoll-Dresser Pump Company
(49% owned)
Net sales.............................. $ 197.0 $ 202.4
Gross profit........................... $ 49.5 $ 39.9
Net income............................. $ 16.1 $ (3.7)
The Company's share of pre-tax earnings $ 6.1 $ 5.3
Western Atlas International, Inc.
(29.5% owned until January 28, 1994)
Net sales.............................. $ .- $ 302.1
Gross profit........................... $ .- $ 66.5
Net income............................. $ .- $ 21.9
The Company's share of pre-tax earnings $ .- $ 10.5
DRESSER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
JANUARY 31, 1994
(UNAUDITED)
NOTE B - MAJOR UNCONSOLIDATED JOINT VENTURES (CONTINUED)
The Company's share of earnings for Ingersoll-Dresser Pump for the
three months ended January 31, 1993 includes $7.5 million of
earnings related to the release of LIFO inventory reserves
associated with inventories contributed to the joint venture by the
Company and sold by Ingersoll-Dresser Pump to third parties.
On January 28, 1994, the Company sold its 29.5% interest in Western
Atlas International, Inc. to a wholly-owned subsidiary of Litton
Industries for $358 million in cash and $200 million in 7 1/2%
notes due over seven years. The Company has recognized a gain of
$276.7 million, before taxes, in the three months ended January 31,
1994.
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NOTE C - INVENTORIES
The determination of inventory values and cost of sales under the
LIFO method for interim financial results are based on management's
estimates of expected year-end inventories.
NOTE D - DEBT
Short-term debt at January 31, 1994 consisted of $104.2 million of
borrowings from U.S. and foreign banks. At October 31, 1993 short-
term debt included $216.0 million of domestic commercial paper as
well as $74.0 million of borrowings from U.S. and foreign banks.
The commercial paper and certain bank borrowings were repaid in
January, 1994.
The Company's long-term debt includes $150 million of 8% Senior
Notes which Baroid sold in April, 1993 via a public offering. The
Baroid Notes contain certain covenants that restrict certain types
of transactions between Baroid and Dresser and between Baroid and
other parties. On February 17, 1994, Baroid gave notice to the
holders of the Notes of the holder's right to require the Company
to purchase all or any portion of the holder's Notes for a cash
purchase price equal to 101% of the principal amount plus accrued
and unpaid interest. In addition, Dresser intends to propose
amendments to the Indenture whereby Dresser will fully and
unconditionally guarantee payment of principal and interest on the
Notes in return for modifications to conform the covenants to those
applicable to Dresser's 6.25% Notes.
NOTE E - SPECIAL CHARGES
In the first quarter of 1994, the Company recorded a special charge
of $9.5 million for the settlement of litigation related to Drill
Bit pricing. In the first quarter of 1993, the Company accrued a
$7.0 million special charge for the Parker & Parsley Petroleum
Company litigation.
DRESSER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
JANUARY 31, 1994
(UNAUDITED)
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NOTE F - DIVIDENDS
On February 22, 1994, the Company declared a quarterly dividend of
$.17 per share of common stock payable March 21, 1994 to
shareholders of record on March 4, 1994.
NOTE G - INFORMATION BY INDUSTRY SEGMENT (IN MILLIONS)
Three Months Ended
January 31,
1994 1993
Sales and service revenues (1)
Oilfield Services.........................$ 452.7 $ 333.4
Hydrocarbon Processing Industry
Dresser-Rand............................ 343.6 238.7
Other operations........................ 268.5 262.0
612.1 500.7
Engineering services...................... 293.4 290.8
Eliminations.............................. (.7) (6.6)
Total sales and service revenues........$1,357.5 $1,118.3
Operating profit and earnings before taxes
Oilfield Services
Consolidated operations.................$ 51.9 $ 12.3
Western Atlas operations................ .- 10.5
51.9 22.8
Hydrocarbon Processing Industry
Dresser-Rand operations................. 14.6 7.1
Ingersoll-Dresser Pump operations....... 5.8 5.3
Other operations........................ 25.3 19.3
45.7 31.7
Engineering services
Operations.............................. 15.3 9.3
Gain on Mexican affiliate's public
offering.............................. 11.0 .-
26.3 9.3
Total segment operating profit.......... 123.9 63.8
General corporate expenses................ (15.9) (15.7)
Other nonsegment expenses, net............ (5.0) (4.2)
Special charges........................... (9.5) (7.0)
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Gain on sale of interest in Western Atlas. 276.7 .-
Retiree medical benefit plan changes...... .- 12.8
Interest expense, net..................... (6.0) (3.8)
Earnings before taxes...................$ 364.2 $ 45.9
DRESSER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
JANUARY 31, 1994
(UNAUDITED)
NOTE G - INFORMATION BY INDUSTRY SEGMENT (IN MILLIONS) (CONTINUED)
Notes:
(1) Amounts do not include the Company's share of revenues
for the major unconsolidated joint ventures as follows:
Three Months Ended
January 31,
1994 1993
Western-Atlas (29.5%)...............$ .- $ 89.1
Ingersoll-Dresser Pump (49%)........ 96.6 98.2
$ 96.6 $ 187.3
NOTE H - SUBSEQUENT EVENT - SALE OF INTEREST IN M-I DRILLING FLUIDS
COMPANY
As indicated in Note A, Dresser and Baroid merged as of January 21,
1994. In connection with the merger, the Antitrust Division of
United States Department of Justice ordered the Company to dispose
of either its 64% general partnership interest in M-I Drilling
Fluids Company (M-I) or its 100% interest in Baroid Drilling Fluids
Inc. by June 1, 1994. On March 2, 1994, the Company completed the
sale of its 64% interest in M-I to Smith International, Inc. for
$80 million in cash and $80 million in short-term notes. The
impact of the sale on the statement of earnings cannot be
determined until the final February balance sheet of M-I is
available.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
QUARTER ENDED JANUARY 31, 1994
General
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The following discussion should be read in conjunction with the
Consolidated Condensed Financial Statements and the Notes thereto
appearing elsewhere in this report.
On January 21, 1994, a wholly owned subsidiary of Dresser
Industries, Inc. (Dresser) merged with Baroid Corporation (Baroid).
Dresser issued 0.40 shares of its common stock for each share of
outstanding Baroid common stock, and Baroid became a wholly-owned
subsidiary of Dresser. The "Company" as used in this discussion
refers to Dresser and its subsidiaries including Baroid. The
merger has been accounted for as a pooling of interests. Financial
data, statistical data, financial statements and discussions of
financial information included in this report have been restated to
reflect the financial position and results of operations as if the
merger had occurred before November 1, 1992.
Results of Operations - Three Months Ended January 31, 1994
Compared to 1993
Net earnings for the current quarter were $193.4 million or $1.11
per share compared to $23.8 million or $.14 per share in the prior
year quarter. The current quarter included an after-tax gain of
$147.0 million or $.84 per share on the sale of the Company's
interest in Western Atlas International, Inc. (See Note B to
Consolidated Condensed Financial Statements).
Revenues of $1.36 billion for the current quarter were up $239
million or 21% from the prior year quarter. Earnings from
operations for the current quarter of $78.5 million were $51.5
million higher than the prior year quarter. The Company's first
quarter improvement was broadly based, reflecting strong
performances in all industry segments. The strength of natural gas
prices and related drilling activity in North America and the
improving outlook for major economies, including those of the U.S.
and Far Eastern countries, were major drivers in the performance.
See the Industry Segment Analysis for a discussion of each segment.
The effective income tax rate applicable to earnings from
operations was 37.0% for the 1994 quarter versus 37.5 % in the 1993
quarter. A lower tax basis on the investment in Western Atlas,
compared to the book basis, resulted in a tax charge of $129.7
million or 47% on the gain on sale. The increase in the effective
rate was due to approximately $30 million of taxes attributable to
prior year equity earnings from Western Atlas that were considered
permanently invested.
<PAGE>
Industry Segment Analysis
See details of segment revenues and operating profit in Note G to
Consolidated Condensed Financial Statements.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
QUARTER ENDED JANUARY 31, 1994
Results of Operations - Three Months Ended January 31, 1994
Compared to 1993 (Continued)
Oilfield Services
With the Baroid merger, the Oilfield Services Segment now includes
the following businesses: Drilling Fluids, Drilling Services, Pipe
Coating, Underwater Engineering Services, Drill Bits, Production
Tools and Ball Valves.
The Segment's consolidated operations had increases in revenues and
operating profit of $119.3 million (36%) and $39.6 million (322%),
respectively. The acquired Pipe Coating and Valve businesses
contributed $69.8 million of the revenue increase and $10.7 million
of the operating profit increase. The Directional Drilling
business was also up substantially from a year ago. All of the
other businesses had increases in both revenues and operating
profits.
The improvements reflected stronger levels of drilling activity
related to natural gas, principally in North America where the
overall rig count was up 5 percent. Drilling outside North America
was up from a year earlier in January, 1994. This was the first
month that has happened since February, 1992.
The Company sold its interest in Western Atlas in the first quarter
of 1994 for a pre-tax gain of $276.7 million. The first quarter of
1993 included $10.5 million of pre-tax profits from Western Atlas
operations.
On March 2, 1994, the Company sold its 64 percent interest in M-I
Drilling Fluids to Smith International, Inc. for $160 million. The
M-I divestiture was made to comply with the terms of an agreement
with the Antitrust Division of the U.S. Department of Justice.
Operating profit of M-I Drilling Fluids for the current quarter was
<PAGE>
$12.4 million versus $2.8 million in the prior year quarter. The
Company will remain in the drilling fluids business through its
Baroid Drilling Fluids subsidiary.
Hydrocarbon Processing Industry
Dresser-Rand had increases of $105 million in revenues and $7.5
million in operating profit. The improved performance reflected
favorable demand for aftermarket parts and service as well as high
levels of steam turbine shipments and rental unit activity.
The current quarter's earnings of $5.8 million for Ingersoll-
Dresser Pump reflects the benefits of the restructuring program
undertaken last year. The prior year quarter's earnings of $5.3
million included $7.5 million of earnings from the reversal of LIFO
inventory reserves which were completely reversed by the end of
fiscal 1993.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
QUARTER ENDED JANUARY 31, 1994
Results of Operations - Three Months Ended January 31, 1994
Compared to 1993 (Continued)
Hydrocarbon Processing Industry (Continued)
Revenues and operating profits in total for the other operations in
the Segment increased by $6.5 million and $6.0 million
respectively, reflecting improving market conditions in the U.S.
and certain international areas. Divisions providing fuel
dispensing and control systems, rotary blowers and instruments and
meters had good increases while the valve and control products
operation showed a decline.
Engineering Services
This segment consists of the M.W. Kellogg Company's construction
engineering and related services business. Kellogg's Mexican
affiliate, Bufete Industrial, completed a public offering of stock
and Kellogg had a gain of $11.0 million due to the increased equity
of the affiliate. Kellogg's operating profit improved due to a
favorable mix of projects, principally in international markets.
Liquidity, Capital Resources and Financial Condition
<PAGE>
The Company's liquidity and overall financial condition improved
during the quarter primarily due to the proceeds from the sale of
the Company's interest in Western Atlas. Part of the proceeds were
used to repay $210 million of debt. The repayments improved the
ratio of debt to total debt and shareholders' equity to 30/70 at
January 31, 1994 from 40/60 at October 31, 1993. Cash and cash
equivalents increased $141.7 million during the quarter reflecting
the remainder of the proceeds from the Western Atlas sale. The tax
of $129.7 million on the gain on the sale will be paid over the
balance of the year.
The Company continues to have access to additional capital
resources should the need arise. Management believes that
available cash and lines of credit, combined with cash provided by
operations, will be adequate to finance known requirements.
Baroid Corporation issued 8% Senior Notes in April, 1993 via a
public offering. The Company intends to propose amendments to the
Note Indenture whereby Dresser will guarantee the Notes in exchange
for modification of certain covenants (See Note D to Consolidated
Condensed Financial Statements).
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) A Special Meeting of Shareholders of Registrant was held
on January 19, 1994.
(c) At the Special Meeting, the shareholders:
voted to approve a merger proposal (the "Merger
Proposal"). Approval of the Merger Proposal included (1)
adoption and approval of an Agreement and Plan of Merger
pursuant to which (a) BCD Acquisition Corporation, a
newly formed and wholly owned subsidiary of Registrant
would merge (the "Merger") into Baroid Corporation
("Baroid"), (b) Baroid would become a wholly owned
subsidiary of Dresser, and (c) all of the issued and
outstanding shares of common stock of Baroid and shares
potentially issuable pursuant to Baroid employee benefit
plans and outstanding warrants for Baroid common stock
would be converted into the right to receive in the
aggregate up to 42,388,408 shares of Dresser common
stock, subject to and in accordance with the terms and
conditions of such Agreement and Plan of Merger and
(2) approval of the issuance of up to 42,388,408 shares
of Dresser common stock pursuant to the Merger. The
proposal was approved by a vote of the shareholders as
follows:
Votes for 93,924,963
Votes against or withheld 493,176
Abstentions 509,017
Broker nonvotes -0-
Item 6. Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K
The following reports were filed on Form 8-K during the
quarter for which this report is filed:
(1) A report dated December 9, 1993 was filed for Items
5 and 7.
(2) A report dated December 29, 1993 was filed for Item 5.
<PAGE>
(3) A report dated January 21, 1994 was filed for Items
2 and 7, and was amended by a report on Form 8-K/A filed
March 10, 1994 for Item 7. The amended report included
Management's Discussion and Analysis of Financial
Condition and Results of Operations, Supplemental
Consolidated Financial Statements and Unaudited Pro Forma
Combined Condensed Financial Statements.
(4) A report dated January 28, 1994, was filed for Items
2 and 7, and included Unaudited Pro Forma Condensed
Financial Statements.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
DRESSER INDUSTRIES, INC.
By: /s/ George H. Juetten
George H. Juetten
Vice President and Controller
Dated: March 16, 1994
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