<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number:
1-4003
A. Full title of the Plan and the address of the Plan, if different from
that of the issuer named below:
DRESSER INDUSTRIES, INC. STOCK PURCHASE PLAN
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
DRESSER INDUSTRIES, INC.
2001 Ross Avenue
Dallas, Texas 75201
<PAGE>
[LOGO]
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
INDEX TO PLAN FINANCIAL STATEMENTS
- - -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants 1
Plan Financial Statements:
Statement of Net Assets 2
Statement of Changes in Net Assets 3
Notes to Financial Statements 4-5
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes
at December 31, 1994 6
Schedule of Reportable Transactions 7
</TABLE>
<PAGE>
2001 Ross Avenue, Suite 1800 Telephone 214 754-7900
Dallas, Texas 75201-2997
PRICE WATERHOUSE LLP [LOGO]
REPORT OF INDEPENDENT ACCOUNTANTS
--------------------------------
To the Participants and Stock Purchase Plan
Committee of the Dresser Industries, Inc.
Stock Purchase Plan
In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the net assets of the Dresser
Industries, Inc. Stock Purchase Plan (the Plan) at December 31, 1994 and
1993, and the changes in its net assets for the years then ended, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules 1 and 2 is presented for purposes of additional analysis and is not
a required part of the basic financial statements but is additional
information required by the Employee Retirement Income Security Act of 1974.
Such information has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
PRICE WATERHOUSE LLP
/s/ PRICE WATERHOUSE LLP
Dallas, Texas
June 2, 1995
<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
STATEMENT OF NET ASSETS
- - ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31,
---------------------------
1994 1993
----------- -----------
<S> <C> <C>
ASSETS
------
Cash in bank $ - $ 7,696
Due from Dresser Industries, Inc. 4,269 -
Dresser Industries, Inc. common stock at market
(1994 - 950,319 shares; cost $13,247,540
1993 - 970,052 shares; cost $13,000,316) 18,174,851 20,310,949
----------- -----------
Total assets $18,179,120 $20,318,645
=========== ===========
LIABILITIES AND PARTICIPANTS' EQUITY
------------------------------------
Book overdraft $ 3,838 $ -
Due to Dresser Industries, Inc. - 7,307
----------- -----------
Total liabilities 3,838 7,307
----------- -----------
Participants' equity, at cost 13,247,971 13,000,705
Unrealized appreciation of investments 4,927,311 7,310,633
----------- -----------
Participants' equity, at market 18,175,282 20,311,338
----------- -----------
Total liabilities and participants' equity $18,179,120 $20,318,645
=========== ===========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN NET ASSETS
- - ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1994 1993
----------- -----------
<S> <C> <C>
Contributions:
Employees $ 746,371 $ 771,042
Employer 185,693 176,722
----------- -----------
Total contributions 932,064 947,764
----------- -----------
Investment income:
Cash dividends on Dresser Industries, Inc.
common stock 639,194 576,134
Interest 6,150 4,748
----------- -----------
Total investment income 645,344 580,882
----------- -----------
Other (decreases) increases:
Unrealized (depreciation) appreciation of investments (1,751,229) 2,835,670
----------- -----------
Total other (decreases) increases (1,751,229) 2,835,670
----------- -----------
Total (decrease) increase (173,821) 4,364,316
----------- -----------
Distributions to participants:
Cash 1,355 1,419
Stock, at market 1,960,880 2,316,578
----------- -----------
Total 1,962,235 2,317,997
----------- -----------
Net (decrease) increase in participants' equity (2,136,056) 2,046,319
Participants' equity, beginning of year 20,311,338 18,265,019
----------- -----------
Participants' equity, end of year $18,175,282 $20,311,338
=========== ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
- - ------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The Stock Purchase Plan (the Plan) was established to assist eligible
employees of Dresser Industries, Inc. (Dresser) to acquire and accumulate
shares of common stock of Dresser through payroll deductions. Dresser
supplements the contributions of employees who have four or more years of
service. Such employees are entitled to either a discount from the market
value of the common stock on the date of purchase from Dresser or an
employer contribution toward the purchase of shares on the open market.
Reference should be made to the Plan document for more complete information.
Substantially all employees of Dresser having at least one year of
employment with Dresser (as defined in the Plan document) except its
officers and directors are eligible to participate in the Plan. Employees
represented by a union can participate only if eligibility is afforded to
them as a result of collective bargaining. No employee may contribute to
the Plan during the same calendar year quarter in which contributions are
made to any other qualified defined contribution plan sponsored by Dresser
other than a 401(k) plan.
Amounts contributed by the participants and Dresser and cash dividends
received from Dresser, if any, are transferred to a trust fund which
purchases shares of common stock for the accounts of participants. Common
stock of Dresser is purchased on a quarterly basis. At December 31, 1994
and 1993, Dresser common stock shown on the accompanying statement of net
assets includes 17,341 and 15,137 shares, respectively, issuable by Dresser
based on contributions and investment earnings for the quarters then ended.
These shares were issued on January 25, 1995 and January 26, 1994,
respectively.
Common stock, plus cash for any partial share credited to a participant's
account, will be distributed to the participant (or the participant's
designated beneficiary or estate) in full after the end of a quarter in
which a participant becomes eligible for a distribution due to permanent
disability, death, retirement, or termination of employment. Prior to
termination of employment, shares can be distributed to a participant upon
voluntary withdrawal from the Plan or for emergencies at the discretion of
the Stock Purchase Plan Committee as provided in the Plan document.
Dresser may terminate the Plan at any time. Upon termination of the Plan,
the trustee will distribute to each participant the balance in such
participant's account.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting records of the Plan are maintained on an accrual basis.
Investments are recorded at market value as determined by the average of the
high and low sales prices of Dresser common stock on the last business day
of the Plan quarter. Dresser pays all of the Plan's administrative expenses.
4
<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
- - ------------------------------------------------------------------------------
3. TAX STATUS OF THE PLAN
Management believes the Plan is qualified under section 401(a) of the
Internal Revenue Code and therefore the trust is exempt from taxation under
section 501(a). The Internal Revenue Service (IRS) granted a favorable
letter of determination to the Plan on June 18, 1985. A request has been
made with the IRS for a similar qualification for the Plan as subsequently
amended. Generally, employer contributions to a qualified plan are
deductible by Dresser when made. Earnings of the trust are tax exempt and
participants are not taxed on their benefits until withdrawn from the Plan.
Management is unaware of any variations in the operation of the Plan from
the terms of the Plan documents, as amended. Management believes the Plan
is qualified under the applicable sections of the Internal Revenue Code and
the Employee Retirement Income Security Act of 1974 (ERISA). The Plan has
complied with the fidelity bonding requirements of ERISA.
4. PARTICIPANT INCOME TAX STATUS
Participants are liable for income taxes on distributions received from
the Plan in accordance with the Internal Revenue Code. Participant tax
liability is more fully described in the Summary Plan Description available
from Dresser.
5. PARTICIPANTS WITHDRAWN AT YEAR-END
Plan assets totalling $368,864 and $310,201 relate to participants that have
withdrawn from the Plan at December 31, 1994 and December 31, 1993,
respectively, in accordance with the provisions of the Plan.
5
<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
ITEM 27a FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994 SCHEDULE 1
- - ----------------------------------------------------------------------
<TABLE>
<CAPTION>
IDENTITY OF ISSUER, BORROWER, DESCRIPTION OF INVESTMENT
LESSOR, OR SIMILAR PARTY INCLUDING PAR VALUE COST CURRENT VALUE
- - ----------------------------- -------------------------- ----------- -------------
<S> <C> <C> <C>
Dresser Industries, Inc. 950,319 shares of common $13,247,540 $18,174,851
stock, $.25 par value
</TABLE>
6
<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
ITEM 27d FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTION (a)
YEAR ENDED DECEMBER 31, 1994 SCHEDULE 2
- - ----------------------------------------------------------------------
<TABLE>
<CAPTION>
EXPENSES CURRENT VALUE
INCURRED OF ASSET ON NET
PURCHASE SELLING LEASE WITH TRANSACTION GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSETS PRICE PRICE RENTAL TRANSACTION COST OF ASSET DATE (LOSS)
- - -------------------------- --------------------- -------- ------- ------ ----------- ------------- ------------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SINGLE TRANSACTION
Dresser Industries, Inc. 18,820 shares of Dresser
Industries, Inc.
common stock $ 406,964 $ - $ - $ - $ 406,964 $ 406,964 $ -
Dresser Industries, Inc. 20,150 shares of Dresser
Industries, Inc.
common stock 418,125 - - - 418,125 418,125 -
Dresser Industries, Inc. 20,963 shares of Dresser
Industries, Inc.
common stock 419,272 - - - 419,272 419,272 -
Dresser Industries, Inc. 17,341 shares of Dresser
Industries, Inc.
common stock 331,749 - - - 331,749 331,749 -
------ ---------- ---- ---- ---- ---------- ---------- ----
TOTAL OF QUARTERLY
TRANSACTIONS
Dresser Industries, Inc. 77,274 shares of Dresser
Industries, Inc.
common stock $1,576,110 $ - $ - $ - $1,576,110 $1,576,110 $ -
========== ==== ==== ==== ========== ========== ====
<FN>
(a) Transactions in excess of five percent of the current value of the Plan's assets as of January 1, 1994 as defined in
Section 2520.103-6 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA.
</TABLE>
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Dresser Industries, Inc. Stock Purchase Plan Committee has duly caused this
Annual Report to be signed on its behalf by the undersigned thereunto duly
authorized.
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
/s/ PAUL M. BRYANT
--------------------------------
Paul M. Bryant, Chairman
Stock Purchase Plan Committee
June 27, 1995
<PAGE>
EXHIBIT INDEX
Exhibit Description
23 Consent of Price Waterhouse LLP
<PAGE>
2001 Ross Avenue, Suite 1800 Telephone 214 754 7900
Dallas, Texas 75201-2997
EXHIBIT 23
PRICE WATERHOUSE LLP [LOGO]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 (No. 2-81536) of
Dresser Industries, Inc. Stock Purchase Plan of our report dated June 2, 1995
on Form 11-K for the year ended December 31, 1994.
PRICE WATERHOUSE LLP
/s/ PRICE WATERHOUSE LLP
Dallas, Texas
June 27, 1995
