<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
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, 1995 AND 1994
<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
INDEX TO PLAN FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
Page
----
Report of Independent Accountants 1
Plan Financial Statements:
Statement of Net Assets 2
Statement of Changes in Net Assets 3
Notes to Financial Statements 4-6
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes
at December 31, 1995 7
Schedule of Reportable Transactions 8
<PAGE>
[LETTERHEAD]
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, 1995 and
1994, 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.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Dallas, Texas
June 5, 1996
<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
STATEMENT OF NET ASSETS
- ------------------------------------------------------------------------------
December 31,
-------------------------
1995 1994
----------- -----------
ASSETS
Due from Dresser Industries, Inc. $ 30,213 $ 4,269
Dresser Industries, Inc. common stock at market
(1995 - 908,231 shares; cost $13,334,387
1994 - 950,319 shares; cost $13,247,540) 22,081,366 18,174,851
----------- -----------
Total assets $22,111,579 $18,179,120
----------- -----------
----------- -----------
LIABILITIES AND PARTICIPANTS' EQUITY
Book overdraft $ 30,470 $ 3,838
----------- -----------
Total liabilities 30,470 3,838
----------- -----------
Participants' equity, at cost 13,334,131 13,247,971
Unrealized appreciation of investments 8,746,978 4,927,311
----------- -----------
Participants' equity, at market 22,081,109 18,175,282
----------- -----------
Total liabilities and participants' equity $22,111,579 $18,179,120
----------- -----------
----------- -----------
See accompanying notes to financial statements.
2
<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------
Year Ended December 31,
-------------------------
1995 1994
----------- -----------
Contributions:
Employees $ 852,550 $ 746,371
Employer 188,103 185,693
----------- -----------
Total contributions 1,040,653 932,064
----------- -----------
Investment income:
Cash dividends on Dresser Industries, Inc.
common stock 616,800 639,194
Interest 8,415 6,150
----------- -----------
Total investment income 625,215 645,344
----------- -----------
Other increases (decreases):
Net appreciation (depreciation) in fair value
of investments 4,876,388 (1,751,229)
----------- -----------
Total other increases (decreases) 4,876,388 (1,751,229)
----------- -----------
Total increase (decrease) 6,542,256 (173,821)
----------- -----------
Distributions to participants:
Cash 1,313 1,355
Stock, at market 2,635,116 1,960,880
----------- -----------
Total 2,636,429 1,962,235
----------- -----------
Net increase (decrease) in participants' equity 3,905,827 (2,136,056)
Participants' equity, beginning of year 18,175,282 20,311,338
----------- -----------
Participants' equity, end of year $22,081,109 $18,175,282
----------- -----------
----------- -----------
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, 1995
and 1994, Dresser common stock shown on the accompanying statement of net
assets includes 19,282 and 17,341 shares, respectively, issuable by Dresser
based on contributions and investment earnings for the quarters then ended.
These shares were issued on January 22, 1996 and January 25, 1995,
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. 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 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 totaling $877,453 and $368,864 relate to participants that have
withdrawn from the Plan at December 31, 1995 and 1994, respectively, in
accordance with the provisions of the Plan.
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for Plan benefits
per the financial statements to the Form 5500:
December 31,
1995
------------
Net assets available for Plan benefits
per the financial statements $22,081,109
less: Benefit obligations currently payable 877,453
-----------
Net assets available for Plan benefits
per the Form 5500 $21,203,656
-----------
-----------
5
<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
Year Ended
December 31,
1995
------------
Benefits paid to participants per the
financial statements $2,636,429
add: Benefit obligations payable at end of year 877,453
----------
Benefits paid to participants per the Form 5500 $3,513,882
----------
----------
Amounts currently payable to or for participants, dependents and
beneficiaries are recorded on the Form 5500 for benefit claims that have
been processed and approved for payment prior to December 31, but not yet
paid as of that date.
6
<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
ITEM 27a FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995 SCHEDULE 1
- ------------------------------------------------------------------------------
<TABLE>
Identity of Issuer, Borrower, Description of Investment
Lessor, or Similar Party Including Par Value Cost Current Value
- ----------------------------- ------------------------- ----------- -------------
<S> <C> <C> <C>
Dresser Industries, Inc. 908,231 shares of common $13,334,387 $22,081,366
stock, $.25 par value
</TABLE>
7
<PAGE>
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
ITEM 27d FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS (a)
YEAR ENDED DECEMBER 31, 1995 SCHEDULE 2
- ------------------------------------------------------------------------------
<TABLE>
Expenses Current Value
Incurred of Asset on Net
Purchase Selling Lease with Cost of Transaction Gain
Identity of Party Involved Description of Assets Price Price Rental Transaction Asset Date (Loss)
- -------------------------- ------------------------- ---------- ------- ------ ----------- ---------- ------------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SINGLE TRANSACTION
Dresser Industries, Inc. 19,050 shares of Dresser
Industries, Inc.
common stock $ 404,804 $ - $ - $ - $ 404,804 $ 404,804 $ -
Dresser Industries, Inc. 18,284 shares of Dresser
Industries, Inc.
common stock 404,455 - - - 404,455 404,455 -
Dresser Industries, Inc. 16,180 shares of Dresser
Industries, Inc.
common stock 386,453 - - - 386,453 386,453 -
Dresser Industries, Inc. 19,282 shares of Dresser
Industries, Inc.
common stock 468,807 - - - 468,807 468,807 -
------ ---------- ------ ------ ------ ---------- ---------- ------
TOTAL OF QUARTERLY
TRANSACTIONS
Dresser Industries, Inc. 72,796 shares of Dresser
Industries, Inc.
common stock $1,664,519 $ - $ - $ - $1,664,519 $1,664,519 $ -
---------- ------ ------ ------ ---------- ---------- ------
---------- ------ ------ ------ ---------- ---------- ------
</TABLE>
(a) Transactions in excess of five percent of the current value of the Plan's
assets as of January 1, 1995 as defined in Section 2520.103-6 of the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under ERISA.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
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, 1996
9
<PAGE>
EXHIBIT INDEX
Exhibit Description
23 Consent of Price Waterhouse LLP
<PAGE>
[LETTERHEAD]
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 5, 1996
on Form 11-K for the year ended December 31, 1995.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Dallas, Texas
June 27, 1996
