As filed with the Securities and Exchange Commission on February 28,
1996
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DRESSER INDUSTRIES, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 75-0813641
(State of incorporation) (I.R.S. Employer Identification No.)
2001 Ross Avenue
Dallas, Texas 75201
(214) 740-6000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
REBECCA R. MORRIS
Vice President - Corporate Counsel and Secretary
2001 Ross Avenue
Dallas, Texas 75201
(214) 740-6000
(Name, Address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to public:
From time to time after the effective date of this Registration
Statement as determined by market conditions
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box.<PAGE>
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered in connection
with dividend or interest reinvestment plans, check the following box.
-------
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Title of Amount Offering Maximum
Securities to be Price Aggregate Amount of
to be Registered Per Unit Offering Registration
Registered (1) (2)(3) Price (2)(3) Fee
--------------- ------------ -------- ------------ ------------
Debt Securities $400,000,000 100% $400,000,000 $137,931.03
(1) In U.S. dollars or the equivalent thereof in foreign currencies
or, if Securities are issued with an original issue discount, such
amount as shall result in an aggregate offering price of all
Securities equal to $400,000,000 and the proposed maximum offering
price per security shall be correspondingly decreased.
(2) Estimated solely for the purposes of calculating the registration
fee.
(3) Plus accrued interest, if any, from the date of issuance.
<PAGE>
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
__________________________
Pursuant to Rule 429 of the Securities Act of 1933, the Prospectus
in this Registration Statement also relates to $100 million in
principal amount of the Registrant's Debt Securities remaining under
Registration Statement on Form S-3, No. 33-59562, which was declared
effective on June 7, 1993. The amount of Debt Securities being
registered, together with the remaining Debt Securities registered
under Registration Statement on Form S-3, No. 33-59562, represents the
maximum amount of Debt Securities which are expected to be offered for
sale.
<PAGE>
EXPLANATORY NOTE
This Registration Statement contains a Prospectus relating to
$500,000,000 aggregate principal amount of Debt Securities of Dresser
Industries, Inc. If any Debt Securities are thereafter offered after
the effectiveness of this Registration Statement, a Prospectus
Supplement describing the particular terms of such Debt Securities and
the offering thereof will be filed in accordance with the rules and
regulations of the Securities and Exchange Commission.<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED FEBRUARY 28, 1996
PROSPECTUS
$500,000,000
DRESSER INDUSTRIES, INC.
DEBT SECURITIES
Dresser Industries, Inc. (the "Company" or "Dresser") may offer
from time to time unsecured debt securities (the "Debt Securities")
consisting of debentures, notes or other evidences of indebtedness with
an aggregate initial offering price not to exceed $500,000,000. The
Debt Securities may be offered as separate series in amounts, at prices
and on terms to be determined at the time of sale. The specific
designation, aggregate principal amount, rate (or method of
calculation) and time of payment of interest, if any, authorized
denominations, maturity, ranking, any redemption terms, any listing on
a securities exchange, the initial public offering price and other
specific terms in connection with the offering and sale of the Debt
Securities in respect of which this Prospectus is being delivered will
be set forth in an applicable Prospectus Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
The Debt Securities will be sold either through underwriters,
dealers or agents, or directly by the Company. The applicable
Prospectus Supplement will set forth the names of any underwriters or
agents involved in the sale of the Debt Securities in respect of which
this Prospectus is being delivered, the proposed amounts, if any, to be
purchased by underwriters and the compensation, if any, of such
underwriters or agents.
This Prospectus may not be used to consummate sales of Debt
Securities unless accompanied by a Prospectus Supplement.
The date of this Prospectus is February 28, 1996.<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and,
in accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements, and other information can be inspected and copied at
the offices of the Commission, 450 5th Street, N.W., Washington, D.C.
20549, Room 1024; Northwest Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60621-2511; and Seven World Trade
Center, New York, New York 10048. Copies of such material can also be
obtained from the Public Reference Section of the Commission at 450 5th
Street, N.W., Judiciary Plaza, Washington, D.C. 20549 at prescribed
rates. Additionally, reports, proxy statements and other information
concerning Dresser can be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005 and at
the offices of the Pacific Stock Exchange, Incorporated, 301 Pine
Street, San Francisco, California 94014, on which Exchanges the
Company's Common Stock is listed.
The Company has filed with the Commission a registration statement
on Form S-3 (together with all amendments, supplements, and exhibits
thereto, referred to as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect
to the Debt Securities offered hereby. This Prospectus, which forms a
part of the Registration Statement, does not contain all the
information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following document, which has been filed by the Company with
the Commission, is incorporated herein by reference:
The Company's Annual Report on Form 10-K for its fiscal year ended
October 31, 1995.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior
to the termination of the offering of the Debt Securities offered<PAGE>
hereby shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof
to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof
except as so modified or superseded.
The Company will furnish without charge to each person to whom
this Prospectus is delivered, upon written or oral request, a copy of
any or all of the documents incorporated herein by reference (not
including exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents). Requests
should be addressed to: The Secretary, Dresser Industries, Inc., P. O.
Box 718, Dallas, Texas 75221, (Telephone No. 214/740-6000).
THE COMPANY
Dresser Industries, Inc., together with its subsidiaries
(hereinafter "Dresser" or "Registrant" or the "Company"), is a supplier
of highly engineered products, technical services and project
management for hydrocarbon energy-related activities that are primarily
utilized in oil and gas drilling, production and transmission; gas
distribution; power generation; gas processing; petroleum refining and
marketing; and petrochemical production. Demand for Dresser's products
and services is generally determined by global demand for energy and
oil and gas by-products. Dresser was incorporated under the laws of
Delaware in 1956 as a successor to a Pennsylvania corporation organized
in 1938 by the consolidation of S. R. Dresser Manufacturing Company and
Clark Bros. Company. Both were carrying on businesses founded in 1880.
Dresser's executive offices are located at 2001 Ross Avenue, Dallas,
Texas 75201 (telephone number 214/740-6000).
USE OF PROCEEDS
Unless otherwise stated in the applicable Prospectus Supplement,
the Company will use the net proceeds from the sale of Debt Securities
for general corporate purposes, including acquisitions, the reduction
of short-term and long-term borrowing, repurchase of Company securities<PAGE>
and for other business opportunities. Any specific allocation of the
net proceeds of an offering of Debt Securities will be described in the
applicable Prospectus Supplement. The precise amount and timing of
sales of the Debt Securities will be dependent on the Company's capital
requirements, market conditions and the availability and cost of other
funds to the Company.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the consolidated ratio of earnings
to fixed charges for the Company for the periods indicated. For
purposes of computing such ratio, earnings consist of income before (i)
taxes, (ii) minority interests, (iii) extraordinary items, (iv)
amortization of capitalized interest and (v) fixed charges (adjusted to
exclude capitalized interest) and after adjustment for unremitted
earnings of less than majority owned subsidiaries. Fixed charges
consist of interest on all indebtedness, amortization and debt expense,
discount and premium and a portion of rentals deemed to represent an
interest factor.
Year Ended October 31
---------------------
1995 1994 1993 1992 1991
---- ---- ---- ----- -----
6.29 10.90* 4.77 2.96 4.08
* Ratio of 6.43 excluding gain on sale of Western Atlas International,
Inc.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an Indenture (the
"Indenture"), dated as of _____________, 199___, between the Company
and _____________________________, as Trustee (the "Trustee"). A copy
of the Indenture is filed as an exhibit to the Registration Statement.
The following summaries of certain provisions of the Indenture do not
purport to be complete, and are subject to and are qualified in their
entirety by reference to all of the provisions of the Indenture,<PAGE>
including the definitions of certain terms used therein. Wherever
particular sections or defined terms of the Indenture are referred to,
it is intended that such sections or defined terms shall be
incorporated herein by reference in their entirety. Capitalized terms
not defined herein shall have the meanings given to them in the
Indenture. Further terms of the Debt Securities in respect of which
this Prospectus is being delivered will be set forth in the applicable
Prospectus Supplement.
General
Debt Securities consisting of debentures, notes and other
evidences of indebtedness ranking on a parity with all other unsecured
and unsubordinated indebtedness of the Company may be issued from time
to time in series under the Indenture. The Indenture does not limit
the aggregate principal amount of Debt Securities or of any particular
series of Debt Securities which may be issued thereunder.
Reference is made to the applicable Prospectus Supplement for the
following terms and other information with respect to the Debt
Securities being offered hereby: (i) the title of such Debt
Securities; (ii) any limit on the aggregate principal amount of such
Debt Securities; (iii) the date or dates (or manner of determining the
same) on which such Debt Securities will mature; (iv) the price or
prices (expressed as a percentage of the aggregate principal amount
thereof) at which the securities will be issued; (v) the rate or rates
(or manner of determining the same) at which such Debt Securities will
bear interest, if any, and the date or dates from which such interest
will accrue; (vi) the dates (or manner of determining the same) on
which such interest will be payable and the Regular Record Dates for
such Interest Payment Dates; (vii) the place or places where the
principal of and premium, if any, and interest, if any, on such Debt
Securities will be payable; (viii) the obligation of the Company, if
any, to redeem or purchase Debt Securities pursuant to any mandatory or
optional sinking fund or analogous provisions; (ix) the date, if any,
after which, and the price or prices at which, such Debt Securities are
payable pursuant to any optional or mandatory redemption provisions;
(x) the denominations in which such Debt Securities will be issuable,
if other than denominations of $1,000 and any integral multiple
thereof; (xi) any "Events of Default" with respect to such Debt
Securities in addition to those described herein; (xii) whether such<PAGE>
Debt Securities are to be issued in whole or in part in the form of one
or more global securities ("Global Securities") and, if so, the
identity of the depositary, if any, for such Global Securities; and
(xiii) the identity of any trustee, authenticating agent, paying agent
or registrar with respect to such Debt Securities, if other than the
Trustee; and (xiv) other specific terms of such Debt Securities.
Unless otherwise indicated in the applicable Prospectus
Supplement, principal of and premium, if any, and interest, if any, on
the Debt Securities will be payable, and the transfer of the Debt
Securities will be registrable, at the office or agency of the Trustee
in _____________________, except that, at the option of the Company,
interest may be paid by mailing a check to the person entitled thereto
as it appears on the Security Register. (Section ______) No service
charge will be made to any Holder for any transfer or exchange of Debt
Securities, except that the Company may require payment of a sum
sufficient to cover any tax or other governmental charge which may be
imposed in relation thereto. (Section ______)
Some or all of the Debt Securities may be issued as discounted
Debt Securities (bearing no interest or bearing interest at a rate
which at the time of issuance is below market rates) to be sold at a
substantial discount below their stated principal amount. Federal
income tax consequences and other special considerations applicable to
any such discounted Debt Securities will be described in the applicable
Prospectus Supplement.
There are no covenants or provisions contained in the Indenture
which may afford Holders of Debt Securities protection in the event of
a restructuring or other highly leveraged transaction involving the
Company.
Global Securities
The Debt Securities of a series may be issued in whole or in part
in the form of one or more Global Securities that will be deposited
with or on behalf of a depositary located in the United States (a
"Depositary") identified in the Prospectus Supplement relating to such
series. (Sections ______ and ______)<PAGE>
Book-Entry Debt Securities
Unless otherwise indicated in the applicable Prospectus
Supplement, Debt Securities which are to be represented by a Global
Security to be deposited with or on behalf of a Depositary will be
represented by a Global Security registered in the name of such
Depositary or its nominee. Upon the issuance of a Global Security in
registered form, the Depositary for such Global Security will credit,
on its book-entry registration and transfer system, the respective
principal amounts of the Debt Securities represented by such Global
Security to the accounts of institutions that have accounts with such
Depositary or its nominee ("participants"). The accounts to be
credited shall be designated by the underwriters or agents of such Debt
Securities or by the Company, if such Debt Securities are offered and
sold directly by the Company. Ownership of beneficial interests in
such Global Securities will be limited to participants or persons that
may hold interests through participants. Ownership of beneficial
interests by participants in such Global Securities will be shown on,
and the transfer of such ownership interests will be effected only
through, records maintained by the Depositary or its nominee for such
Global Security. Ownership of beneficial interests in Global
Securities by persons that hold through participants will be shown on,
and the transfer of such ownership interests within such participant
will be effected only through records maintained by such participant.
The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive
form. Such laws may impair the ability to transfer beneficial
interests in a Global Security.
So long as the Depositary for a Global Security in registered
form, or its nominee, is the registered owner of such Global Security,
such Depositary or such nominee, as the case may be, will be considered
the sole owner or holder of the Debt Securities represented by such
Global Security for all purposes under the Indenture governing such
Debt Securities. Except as set forth below, owners of beneficial
interests in such Global Securities will not be entitled to have Debt
Securities of the series represented by such Global Security registered
in their names, will not receive or be entitled to receive physical
delivery of Debt Securities of such series in definitive form and will
not be considered the owners or holders thereof under the Indenture.<PAGE>
Payment of principal of and premium, if any, and interest, if any,
on Debt Securities registered in the name of or held by a Depositary or
its nominee will be made to the Depositary or its nominee, as the case
may be, as the registered owner or holder of the Global Security
representing such Debt Securities. None of the Company, the Trustee,
any Paying Agent or the Registrar for such Debt Securities will have
any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in a
Global Security for such Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial
ownership interests.
The Company expects that the Depositary for Debt Securities of a
particular series, upon receipt of any payment of principal of and
premium, if any, and interest, if any, on a Global Security, will
immediately credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal
amount of such Global Security as shown on the records of such
Depositary. The Company also expects that payments by participants to
owners of beneficial interests in such Global Security held through
such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the
accounts of customers in bearer form or registered in "street name,"
and will be the responsibility of such participants. However, the
Company has no control over the practices of the Depositary or the
participants and there can be no assurance that these practices will
not be changed.
A Global Security may not be transferred except as a whole by the
Depositary for such Global Security to a nominee of such Depositary or
by a nominee of such Depositary to such Depositary or another nominee
of such Depositary or by such Depositary or any such nominee to a
successor of such Depositary or a nominee of such successor. If a
Depositary for Debt Securities of a particular series is at any time
unwilling or unable to continue as Depositary and a successor
Depositary is not appointed by the Company within 90 days, the Company
will issue Debt Securities in definitive registered form in exchange
for the Global Security or Securities representing such Debt
Securities. In addition, the Company may at any time and in its sole
discretion determine not to have any Debt Securities in definitive
registered form in exchange for the Global Securities representing such
Debt Securities. In any such instance, an owner of a beneficial<PAGE>
interest in a Global Security will be entitled to physical delivery in
definitive form of Debt Securities of the series represented by such
Global Security equal in principal amount to such beneficial interest
and to have such Debt Securities registered in its name. (Section
_______)
Restricted Subsidiaries
The various restrictive provisions of the Indenture apply to the
Company and its Restricted Subsidiaries. The term "Restricted
Subsidiary" is defined under the Indenture to include any Subsidiary
existing as of the date of the Indenture or any corporation that is the
successor to such a Subsidiary; provided, however that the term
"Restricted Subsidiary" shall not include any Subsidiary the primary
business of which is to provide insurance to the Company and its
affiliates. The term "Subsidiary" is defined under the Indenture to
mean any corporation of which at least a majority of the outstanding
capital stock having ordinary voting power to elect a majority of the
board of directors of said corporation is at the time owned by the
Company or by the Company and one or more Subsidiaries or by one or
more Subsidiaries. (Section ________) As a result of the definitions
of the terms "Restricted Subsidiary" and "Subsidiary" in the Indenture,
the restrictive provisions of the Indenture will not apply to (i) any
corporation coming into existence or acquired after the date of the
Indenture or (ii) any partnership or other entity that is not organized
as a corporation, in each case regardless of whether such corporation,
partnership or other entity is controlled by the Company or whether the
Company owns a majority of the outstanding capital stock of or other
equity interests in such corporation, partnership or other entity. As
of the date of this Prospectus, a material portion of the business of
the Company is conducted through partnerships.
Restrictions on Secured Debt
The Indenture provides that the Company will not, and will not
cause or permit a Restricted Subsidiary to, create, incur, assume or
guarantee any Secured Debt unless the Debt Securities will be secured
equally and ratably with (or prior to) such Secured Debt, with certain
exceptions. The foregoing restrictions do not prohibit the creation,
incurrence, assumption or guarantee of Secured Debt which is secured by
(i) certain Security Interests to secure payment of the cost of
acquisition, construction, development or improvement of property, (ii)<PAGE>
Security Interests on property at the time of its acquisition by the
Company or a Restricted Subsidiary, which Security Interests secure
obligations assumed by the Company or a Restricted Subsidiary, or on
the property of a corporation or other entity at the time it is merged
into the Company or a Restricted Subsidiary (other than any Security
Interests created in contemplation of the acquisition of such property
or the consummation of such a merger), (iii) Security Interests arising
from conditional sales agreements or title retention agreements with
respect to property acquired by the Company or a Restricted Subsidiary
and (iv) Security Interests securing Indebtedness of a Restricted
Subsidiary owing to the Company or to another Restricted Subsidiary.
Additionally, such permitted Secured Debt includes any extension,
renewal or refunding, in whole or in part, of Secured Debt permitted at
the time of the original incurrence thereof. (Section ________)
In addition to the foregoing, the Company and its Restricted
Subsidiaries may create, incur, assume or guarantee Secured Debt,
without equally and ratably securing the Debt Securities, if
immediately thereafter the sum of (i) the aggregate principal amount of
all Secured Debt outstanding (excluding Secured Debt permitted under
clauses (i) through (iv) of the immediately preceding paragraph) and
(ii) all Attributable Debt (as hereinafter defined) in respect of Sale
and Leaseback Transactions (as hereinafter defined) as of the date of
determination would not exceed 10% of Consolidated Net Tangible Assets.
(Section ___________)
The term "Consolidated Net Tangible Assets" is defined under the
Indenture to mean the total amount of assets which would be included on
a consolidated balance sheet of the Company and its subsidiaries under
generally accepted accounting principles (less applicable reserves and
other properly deductible terms) after deducting therefrom: (i) all
short-term liabilities, except for liabilities payable by their terms
more than one year from the date of determination (or renewable or
extendible at the option of the obligor for a period ending more than
one year after such date) and liabilities in respect of retiree
benefits other than pensions and postemployment benefits for which the
Company is required to accrue pursuant to Statement of Financial
Accounting Standards No. 106 and No. 112, respectively, and (ii) all
goodwill, trade names, trademarks, patents, unamortized debt discount,
unamortized expense incurred in the issuance of debt and other
intangible assets. (Section _______) The term "Consolidated Net
Tangible Assets" includes the assets of majority owned partnerships<PAGE>
that do not constitute Restricted Subsidiaries. See "--Restricted
Subsidiaries."
The term "Secured Debt" is defined under the Indenture to include
any indebtedness for borrowed money of, or upon which interest is
payable by, the Company or any Restricted Subsidiary or any such
indebtedness of others guaranteed by the Company or any Restricted
Subsidiary which is secured by (i) a Security Interest in any property
of the Company or any Restricted Subsidiary or (ii) a Security Interest
in shares of stock owned by the Company or a Restricted Subsidiary in a
corporation or in equity interests owned by the Company or a Restricted
Subsidiary in a partnership or other entity not organized as a
corporation or in the rights of the Company or a Restricted Subsidiary
in respect of indebtedness for money borrowed by a corporation,
partnership or other entity in which the Company or a Restricted
Subsidiary has an equity interest. The securing in the foregoing
manner of any such indebtedness which immediately prior thereto was not
Secured Debt shall be deemed to be the creation of Secured Debt at the
time security is given.
Restrictions on Sale and Leaseback Transactions
The Indenture provides that the Company will not, and will not
permit any Restricted Subsidiary to, enter into any Sale and Leaseback
Transaction, unless (i) the Company or such Restricted Subsidiary would
be entitled to incur Secured Debt permitted by the Indenture (other
than by reason of provisions described in clauses (i) through (iv) of
the first paragraph under "--Restrictions on Secured Debt") in an
amount equal to the Attributable Debt in respect of such Sale and
Leaseback Transaction without equally and ratably securing the Debt
Securities or (ii) notice is promptly given to the Trustee of the Sale
and Leaseback Transaction, fair value is received by the Company or a
Restricted Subsidiary for the property sold (as determined in good
faith pursuant to a Board Resolution delivered to the Trustee) and the
Company or a Restricted Subsidiary applies or commits to apply an
amount equal to the net proceeds of the property sold pursuant to the
Sale and Leaseback Transaction to the redemption of Debt Securities of
any series or the retirement of other Funded Debt of the Company or any
Restricted Subsidiary not subordinate or junior in right of payment to
the Debt Securities. In lieu of applying all or any part of such
amount to the redemption of Debt Securities or the retirement of Funded
Debt, the Company may deliver Debt Securities to the Trustee for<PAGE>
cancellation and thereby reduce the amount to be applied to the
redemption of Debt Securities or retirement of Funded Debt by an amount
equal to the aggregate principal amount of Debt Securities delivered.
(Section _________)
The term "Attributable Debt" is defined under the Indenture to
mean, in respect of a Sale and Leaseback Transaction, the present value
(discounted at the weighted average effective interest cost per annum
of the outstanding Debt Securities, of all series, compounded semi-
annually) of the obligation of the lessee for rental payments during
the remaining term of the lease included in such transaction, including
any period for which such lease has been extended or may, at the option
of the lessor, be extended or, if earlier, until the earliest date on
which the lessee may terminate such lease upon payment of a penalty (in
which case the obligation of the lessee for rental payments shall
include such penalty), after excluding all amounts required to be paid
on account of maintenance and repairs, insurance, taxes, assessments,
water and utility rates and similar charges. (Section _________)
The term "Sale and Leaseback Transaction" is defined under the
Indenture to include a sale or transfer made by the Company or a
Restricted Subsidiary (except a sale or transfer made to the Company or
another Restricted Subsidiary) of any property if such sale or transfer
is made with the intention of leasing such property to the Company or a
Restricted Subsidiary, except (i) a lease for a period not exceeding
60 months and (ii) a lease that secures or relates to certain
governmental obligations issued in connection with the financing of the
cost of construction or acquisition of such property. (Section
________)
Restrictions on Mergers, Consolidations and Transfers of Assets
The Indenture provides that the Company will not consolidate or
merge into or sell, assign, transfer or lease all or substantially all
of its assets to another person unless (i) the person is a corporation
organized under the laws of the United States of America or any state
thereof, (ii) the person assumes by supplemental indenture all the
obligations of the Company relating to the Debt Securities and the
Indenture and (iii) immediately after the transactions no Default
exists. Upon any such consolidation, merger, sale, assignment or
transfer, the successor corporation will be substituted for the Company
under the Indenture. The successor corporation may then exercise every<PAGE>
power and right of the Company under the Indenture, and the Company
will be released from all of its liabilities and obligations in respect
of the Debt Securities and the Indenture. In the event the Company
leases all or substantially all of its assets, the lessee corporation
will be the successor to the Company and may exercise every power and
right of the Company under the Indenture, but the Company will not be
released from its obligations to pay the principal of and premium, if
any, and interest, if any, on the Debt Securities. (Section _______)
Amendments of the Indenture
Amendments of the Indenture or the Debt Securities of any series
may be made by the Company and the Trustee without the consent of the
Holders of such Debt Securities (i) to cure any ambiguity, defect or
inconsistency or to make such provisions with respect to matters or
questions arising under the Indenture as may be necessary or desirable
and not inconsistent with the Indenture or with any indenture
supplemental thereto or any Board Resolution establishing any series of
Debt Securities, provided that such amendment does not adversely affect
the rights of the Holders thereof, (ii) to comply with the merger or
sale of assets provision in the Indenture, (iii) to add additional
covenants, (iv) to establish the form or terms of Debt Securities of
any additional series, (v) to provide for the acceptance of appointment
of a successor Trustee or (vi) to provide for the issuance of Debt
Securities with interest coupons with respect to any such series or
(vii) to provide for the exchange of Global Securities for Debt
Securities issued in definitive form and to make all appropriate
changes for such purpose. (Section ________)
Amendments of the Indenture affecting the Debt Securities of any
series or amendments of the Debt Securities themselves of such series
may be made by the Company and the Trustee with the consent of the
Holders of 66 2/3% in aggregate principal amount of the Debt Securities
of such series, provided that, without the consent of each Holder
affected, no such amendment shall be made which will (i) reduce the
percentage in principal amount of the Debt Securities whose Holders
must consent to an amendment, (ii) reduce the rate of or change the
time for payment of interest on any Debt Security, (iii) reduce the
principal of, change the Stated Maturity of, reduce the amount payable
on redemption of or alter the requirements with respect to the
mandatory redemption, if any, of any Debt Security, (iv) make any Debt
Security payable in money other than that stated in such Debt Security<PAGE>
or (v) make any change in the Indenture provisions with respect to
waiver of existing Defaults, rights of Holders to receive payment and
to bring suit for the enforcement of such rights, or the requirement of
obtaining the written consent of each affected Holder to certain
amendments of the Indenture or any Debt Security. (Section ________)
Events of Default
An "Event of Default" with respect to any series of Debt
Securities is defined under the Indenture to include: (i) failure for
30 days to pay any interest on any Debt Security of such series when
due, (ii) failure to pay the principal of any Debt Security of such
series when due, (iii) failure for 90 days after receipt of notice to
perform any other agreement of the Company with respect to Debt
Securities of such series or the Indenture for the benefit of Debt
Securities of such series, (iv) a default under any bond, indenture,
note or other evidence of indebtedness for money borrowed by the
Company or a Restricted Subsidiary or under any mortgage, indenture or
instrument under which there may be issued, or by which there may be
secured or evidenced, any such indebtedness with a principal amount
then outstanding in excess of $25,000,000, which default shall
constitute a failure to pay any portion of the principal of such
indebtedness when due or shall result in the acceleration of such
indebtedness, (v) certain events of bankruptcy, insolvency or
reorganization of the Company or a Material Subsidiary and (vi) any
other event established as an event of default in accordance with the
Indenture with respect to Debt Securities of such series. (Section
__________)
The term "Material Subsidiary" is defined under the Indenture to
mean any consolidated subsidiary of the Company (whether a corporation
or a partnership or other entity not organized as a corporation) if
such consolidated subsidiary would be deemed as of the date of
determination a "significant subsidiary" under the rules of the
Securities and Exchange Commission. (Section _______)
The Indenture provides that the Trustee will, within 90 days after
the occurrence of a Default in respect of any series of Debt
Securities, give to the Holders of the Debt Securities of such series
notice of all uncured and unwaived Defaults known to it; provided,
however, that, except in the case of a Default in the payment of the<PAGE>
principal of or any interest on any of the Debt Securities of such
series, such Trustee may withhold such notice if it in good faith
determines that the withholding of such notice is in the interest of
the Holders of the Debt Securities of such series. (Section _________)
If an Event of Default shall occur and be continuing with respect
to any series of Debt Securities, the Trustee may proceed to protect
and enforce its rights and those of the Holders of Debt Securities of
such series. (Section _________) If any Event of Default shall occur
and be continuing with respect to any series of Debt Securities, either
the Trustee or the Holders of at least 25% in principal amount of the
Debt Securities of such series may declare the principal of and accrued
interest on all the Debt Securities of such series to be due and
payable. The Holders of a majority in principal amount of the Debt
Securities of such series may rescind an acceleration and its
consequences, but only if all existing Events of Default with respect
to the Debt Securities of such series have been cured or waived, except
nonpayment of principal or interest that has become due solely because
of the acceleration. (Section _________) The Holders of a majority in
principal amount outstanding of the Debt Securities of such series may
direct the Trustee as to the time, method and place of pursuing any
remedy available to it or exercising any trust or power conferred on it
with respect to the Debt Securities of such series and may waive any
existing Default with respect to the Debt Securities of such series,
except a Default in the payment of principal of or interest on any Debt
Security of such series. (Sections _________ and _________)
The Company is required to furnish to the Trustee annually a
statement as to the absence of a Default. (Section ________)
Defeasance of the Indenture and Debt Securities
The Company may at any time satisfy its obligations with respect
to payments of principal of and premium, if any, and interest, if any,
on the Debt Securities of any series by irrevocably depositing in trust
with the Trustee money or U.S. Government Obligations or a combination
thereof sufficient to make such payments when due without reinvestment
thereof. If such a deposit is sufficient to make all payments of (i)
interest, if any, on the Debt Securities of such series prior to and on
their redemption or maturity, as the case may be, and (ii) principal of
and premium, if any, on the Debt Securities of such series when due
upon redemption or at Stated Maturity, as the case may be, then all the<PAGE>
obligations of the Company with respect to the Debt Securities of such
series and the Indenture insofar as it relates to the Debt Securities
of such series will be satisfied and discharged (except as otherwise
provided in the Indenture). In the event of any such defeasance,
Holders of the Debt Securities of such series would be able to look
only to such trust fund for payment of principal of and premium, if
any, and interest, if any, on the Debt Securities of such series until
Stated Maturity or redemption. (Sections ________, _________ and
________)
Such a Trust may only be established if, among other things, (i)
the Company has obtained an opinion of legal counsel (which may be
based on a ruling from, or published by, the Internal Revenue Service)
to the effect that Holders of the Debt Securities of such series will
not recognize income, gain or loss for federal income tax purposes as a
result of such deposit, defeasance and discharge and will be subject to
federal income tax on the same amounts and in the same manner and at
the same times as would have been the case if such deposit, defeasance
and discharge had not occurred and (ii) at that time, with respect to
any series of Debt Securities then listed on The New York Stock
Exchange, the rules of The New York Stock Exchange do not prohibit such
deposit with the Trustee. (Section _________)
Annual Reports by the Trustee
To the extent required by the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), the Trustee shall, within 60 days
after May 15 in each year, furnish to each Holder of Debt Securities an
annual report that complies with Section 313 of the Trust Indenture
Act. (Section _________) The Indenture does not require that the
Company or the Trustee furnish any other reports, documents or
information to the Holders of Debt Securities.
Notices and Communications
Notices or communications to Holders of Debt Securities will be
given by first-class mail to the addresses of such Holders as they
appear in the Security Register. (Section ________)
Holders of Debt Securities may communicate with other Holders with
respect to their rights under the Indenture or the Debt Securities
pursuant to the provisions of Section 312(b) of the Trust Indenture Act<PAGE>
which require a trustee to provide security holders access to
information regarding the addresses of other security holders in
certain situations. (Section _________)
Governing Law
The Indenture and the Debt Securities will be governed by and
construed in accordance with the laws of the State of Texas. (Section
________)
Information Concerning the Trustee
The Trustee under the Indenture is _______________________. The
Company maintains/does not maintain deposit accounts and banking
relations with _________________________.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities being offered hereby:
(i) directly to purchasers, (ii) through agents, (iii) through under-
writers, (iv) through dealers, or (v) through a combination of any such
methods of sale.
The distribution of the Debt Securities may be effected from time
to time in one or more transactions either (i) at a fixed price or
prices, which may be changed, (ii) at market prices prevailing at the
time of sale; (iii) at prices related to such prevailing market prices;
or (iv) at negotiated prices.
Offers to purchase Debt Securities may be solicited directly by
the Company or by agents designated by the Company from time to time.
Any such agent, which may be deemed to be an underwriter, as that term
is defined in the Securities Act, involved in the offer or sale of the
Debt Securities in respect of which this Prospectus is delivered will
be named, and any commissions payable by the Company to such agent will
be set forth, in the Prospectus Supplement or the Pricing Supplement.
Unless otherwise indicated in the Prospectus Supplement or the Pricing
Supplement, any such agent will be acting on a best efforts basis for
the period of its appointment. Agents may be customers of, engaged in<PAGE>
transactions with, or perform services for, the Company in the ordinary
course of business.
If an underwriter or underwriters are utilized in the sale, the
Company will execute an underwriting agreement with such underwriter or
underwriters at the time of sale to them and the names of the under-
writers and the terms of the transactions will be set forth in the
Prospectus Supplement, which will be used by the underwriters to make
resales of the Debt Securities.
If a dealer is utilized in the sale of the Debt Securities in
respect of which this Prospectus is delivered, the Company will sell
such Debt Securities to the dealer, as principal. The dealer may then
resell such Debt Securities to the public at varying prices to be
determined by such dealer at the time of resale.
Underwriters, dealers, agents, and other persons may be entitled,
under agreements which may be entered into with the Company, to
indemnification against, or contribution with respect to, certain civil
liabilities, including liabilities under the Securities Act.
Underwriters and agents may engage in transactions with, or
perform services for, the Company in the ordinary course of business.
LEGAL MATTERS
The validity of the Debt Securities offered hereby will be passed
upon by Rebecca R. Morris, Vice President - Corporate Counsel and
Secretary of the Company (who owns 9,200 shares of the Company's Common
Stock). Certain legal matters in connection with the offering of the
Debt Securities will be passed upon for the underwriter or
underwriters, if any, by __________________________________.
EXPERTS
The consolidated financial statements incorporated in this
Prospectus by reference to the Annual Report on Form 10-K of Dresser
Industries, Inc. and its subsidiaries for the year ended October 31,
1995 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is a statement of the estimated expenses incurred by
the Company in connection with the issuance and distribution of the
securities being registered pursuant to this Registration Statement,
other than any applicable underwriting discounts.
Amount
-----------
Securities and Exchange Commission
Registration Fee $137,931.03
Trustee Fees and Expenses *
Printing and Engraving Expenses *
Legal Fees and Expenses *
Accounting Fees and Expenses *
Transfer Agent and Registrar Fees and
Expenses *
Blue Sky Fees and Expenses (including
legal fees and expenses) *
Miscellaneous *
-----------
Total *
-----------
-----------
_________________
*Total to be supplied by amendment
Item 15. Indemnification of Directors and Officers
Pursuant to Section 145 of the Delaware General Corporation Law
("DGCL"), a corporation may indemnify any person who is or was a party
or is threatened to be made a party to any action, suit, or proceeding
(other than an action by or in the right of the corporation) by reason
of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,<PAGE>
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was
unlawful. In an action by or in the right of the Company, a corpora-
tion 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 corpora-
tion, 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
thereunder whether or not the corporation would have the power to
indemnify him against such liability under such Section.<PAGE>
The Company'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
Delaware General Corporation Law.
Insurance is maintained by the Company covering certain expenses,
liability or losses which may be incurred by reason of his being a
director or officer of the Company or a subsidiary corporation,
partnership, joint venture, trust or other enterprise.
Item 16. Exhibits
The Exhibits are listed in the Exhibit Index immediately preceding
the Exhibits.
Item 17. 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 of 1933;
(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 paragraphs (a)(1)(i) and (a)(1)(ii)
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<PAGE>
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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 undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new 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.
(c) The undersigned registrant hereby undertakes that: (1) for
purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be
part of this registration statement as of the time it was declared
effective; and (2) for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that contains
a form of prospectus 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>
(d) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the
trustee to act under subsection (a) of section 310 of the Trust
Indenture Act ("Act") in accordance with the rules and regulations
prescribed by the Commission under section 305(b)(2) of the Act.
(e) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed by the
Securities Act and will be governed by the final adjudication of such
issue.<PAGE>
SIGNATURES
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-3, that the security
rating requirement will be met by the time of effectiveness of this
registration statement, 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 February 28, 1996.
DRESSER INDUSTRIES, INC.
By: /s/ George H. Juetten
George H. Juetten,
Vice President - Controller
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on February 28, 1996.
SIGNATURE TITLE
*WILLIAM E. BRADFORD Chief Executive Officer and
(William E. Bradford, Director) Director (Principal Executive
Officer)
/s/ George H. Juetten Vice President - Controller
(George H. Juetten) (Principal Accounting Officer)
*B. D. ST. JOHN Vice Chairman of the Board and
(B. D. St. John, Director) Director
(Principal Financial Officer)
*J. LANDIS MARTIN
(Samuel B. Casey, Jr., (J. Landis Martin, Director)
Director)
*JOHN J. MURPHY
*LAWRENCE S. EAGLEBURGER (John J. Murphy, Chairman of
(Lawrence S. Eagleburger, the Board and Director)
Director)
*LIONEL H. OLMER <PAGE>
(Lionel H. Olmer, Director)
(Sylvia A. Earle, Ph.D.,
Director) *JAY A. PRECOURT
(Jay A. Precourt, Director)
*RAWLES FULGHAM
(Rawles Fulgham, Director)
(Richard W. Vieser, Director)
*JOHN A. GAVIN
(John A. Gavin, Director)
*RAY L. HUNT
(Ray L. Hunt, Director)
*By:/s/Alice A. Hinds
Alice A. Hinds
(Attorney-In-Fact) <PAGE>
INDEX TO EXHIBITS
Exhibit Description Sequentially
No. Numbered Page
*4 Form of Indenture.
*5 Form of opinion of Rebecca R. Morris
as to the legality of the securities
being registered.
12 Statement of computation of ratio of
earnings to fixed charges.
*24.1 Consent of Rebecca R. Morris is
contained in her opinion attached as
Exhibit 5.
24.2 Consent of Price Waterhouse LLP.
25 Powers of Attorney.
Powers of Attorneys for Messrs.
Bradford, Eagleburger, Fulgham,
Gavin, Hunt, Martin, Murphy, Olmer,
Precourt and St. John.
*26 Statement as to Eligibility of the
Trustee under the Trust Indenture
Act of 1939 on Form T-1. +
_________________________
* To be filed by amendment.
+ Bound separately as permitted by Item 601(b)(2) of Regulation S-K.<PAGE>
DRESSER INDUSTRIES, INC. AND CONSOLIDATED SUBSIDIARIES
COMBINED WITH UNCONSOLIDATED SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(millions of dollars except for ratio)
Year Ended October 31,
--------------------------------
1995 1994 1993 1992 1991
----- ----- ----- ----- -----
Earnings
--------
Consolidated Pretax
Income from Continuing
Operations 342.2 619.4 276.7 187.4 265.4
Share of Pretax Income of
less than 50% Owned
Affiliates:
Ingersoll-Dresser Pump
Company (13.2) (8.8) (17.1) (2.2)
Western Atlas
International, Inc. (39.2) (35.2) (32.7)
Share of Net Earnings of
Other 50% and Less Owned
Affiliates (2.9) (14.6) (19.8) (14.7) (12.8)
Share of Pretax Income of
Other 50%
Owned Affiliates 10.1 7.1 9.1 10.8 7.3
Dividends Received from
less than 50%
Owned Affiliates 2.7 7.9 3.1 4.1 2.1
Fixed Charges (see below) 64.1 61.7 56.5 76.7 74.5
----- ----- ----- ----- -----<PAGE>
Total Earnings 403.0 672.7 269.3 226.9 303.8
----- ----- ----- ----- -----
Fixed Charges
-------------
Interest Expense 47.4 49.3 44.5 47.4 56.9
Debt Expense and
Amortization 0.3 0.3 0.3 0.1 0.1
Premium on Redemption of
Debentures 9.8
Interest Factor of Rental
Expense 16.4 12.1 11.7 15.9 14.5
Share of Fixed Charges of 50%
Owned Affiliates Interest Expense 0.8 0.8
Interest Factor of Rental Expense 2.7 2.2
Total Fixed Charges 64.1 61.7 56.5 76.7 74.5
------------------- ----- ----- ----- ----- -----
Ratio of Earnings to Fixed
Charges 6.29 10.90 4.77 2.96 4.08
----- ----- ----- ----- -----
----- ----- ----- ----- -----
Notes:
1. The Company owned 50% of Dresser-Rand Company in 1991 and most of
1992. Effective October 1, 1992, the Company increased its ownership
to 51%. Dresser-Rand's pre-tax income is included in Consolidated
Pre-Tax Income from Continuing Operations on the basis of 50% in 1991
and 1992 and 100% in 1993 and thereafter.
2. The Company owned 49% of Ingersoll-Dresser Pump Company from its
inception as of October 1, 1992.
3. The Company owned approximately 30% of Western Atlas International,
Inc. in 1991, 1992 and 1993. The Company sold its interest in Western<PAGE>
Atlas International, Inc. in 1994 and had a pre-tax gain of $275.7
million. Excluding the gain, the 1994 ratio is 6.43.
4. Share of fixed charges of 50% owned affiliates relates to Dresser-Rand
in 1991 and 1992 and is not significant in all other periods.
5. The interest factor of rental expense is estimated at one-third of
rental expense on long-term leases which Management believes to be a
reasonable approximation.<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated November 30, 1995, appearing on page 31 of Dresser Industries,
Inc.'s Annual Report on Form 10-K for the year ended October 31, 1995. We
also consent to the references to us under the heading "Experts" in such
Prospectus.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Dallas, Texas
February 28, 1996<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the
"Company"), hereby constitutes and appoints REBECCA R. MORRIS and ALICE A.
HINDS and each or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission any and all documents
referred to below relating to the registration of $400,000,000 of Debt
Securities of Dresser Industries, Inc., which may be offered or sold from
time to time: a Registration Statement on Form S-3 under the Securities
Act of 1933, as amended, and any amendments thereto with all exhibits, and
any and all documents required to be filed with respect thereto, 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 27th day of February, 1996.
/s/ WILLIAM E. BRADFORD
------------------------------------
William E. Bradford
Chief Executive Officer and Director<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the
"Company"), hereby constitutes and appoints REBECCA R. MORRIS and ALICE A.
HINDS and each or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission any and all documents
referred to below relating to the registration of $400,000,000 of Debt
Securities of Dresser Industries, Inc., which may be offered or sold from
time to time: a Registration Statement on Form S-3 under the Securities
Act of 1933, as amended, and any amendments thereto with all exhibits, and
any and all documents required to be filed with respect thereto, 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 27th day of February, 1996.
/s/ B. D. ST. JOHN
-----------------------------------
B. D. St. John
Vice Chairman of the Board and Director<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the
"Company"), hereby constitutes and appoints REBECCA R. MORRIS and ALICE A.
HINDS and each or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission any and all documents
referred to below relating to the registration of $400,000,000 of Debt
Securities of Dresser Industries, Inc., which may be offered or sold from
time to time: a Registration Statement on Form S-3 under the Securities
Act of 1933, as amended, and any amendments thereto with all exhibits, and
any and all documents required to be filed with respect thereto, 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 27th day of February, 1996.
/s/ LAWRENCE S. EAGLEBURGER
------------------------------------
Lawrence S. Eagleburger
Director<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the
"Company"), hereby constitutes and appoints REBECCA R. MORRIS and ALICE A.
HINDS and each or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission any and all documents
referred to below relating to the registration of $400,000,000 of Debt
Securities of Dresser Industries, Inc., which may be offered or sold from
time to time: a Registration Statement on Form S-3 under the Securities
Act of 1933, as amended, and any amendments thereto with all exhibits, and
any and all documents required to be filed with respect thereto, 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 27th day of February, 1996.
/s/ RAWLES FULGHAM
------------------------------------
Rawles Fulgham
Director<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the
"Company"), hereby constitutes and appoints REBECCA R. MORRIS and ALICE A.
HINDS and each or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission any and all documents
referred to below relating to the registration of $400,000,000 of Debt
Securities of Dresser Industries, Inc., which may be offered or sold from
time to time: a Registration Statement on Form S-3 under the Securities
Act of 1933, as amended, and any amendments thereto with all exhibits, and
any and all documents required to be filed with respect thereto, 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 27th day of February, 1996.
/s/ JOHN A. GAVIN
------------------------------------
John A. Gavin
Director<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the
"Company"), hereby constitutes and appoints REBECCA R. MORRIS and ALICE A.
HINDS and each or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission any and all documents
referred to below relating to the registration of $400,000,000 of Debt
Securities of Dresser Industries, Inc., which may be offered or sold from
time to time: a Registration Statement on Form S-3 under the Securities
Act of 1933, as amended, and any amendments thereto with all exhibits, and
any and all documents required to be filed with respect thereto, 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 27th day of February, 1996.
/s/ RAY L. HUNT
------------------------------------
Ray L. Hunt
Director<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the
"Company"), hereby constitutes and appoints REBECCA R. MORRIS and ALICE A.
HINDS and each or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission any and all documents
referred to below relating to the registration of $400,000,000 of Debt
Securities of Dresser Industries, Inc., which may be offered or sold from
time to time: a Registration Statement on Form S-3 under the Securities
Act of 1933, as amended, and any amendments thereto with all exhibits, and
any and all documents required to be filed with respect thereto, granting
unto said attorneys-in-fact and agents, and each or either of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, and each or either of them, or
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned Director and/or officer of the
Company has hereunto set his hand this 28th day of February, 1996.
/s/ J. LANDIS MARTIN
------------------------------------
J. Landis Martin
Director<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the
"Company"), hereby constitutes and appoints REBECCA R. MORRIS and ALICE A.
HINDS and each or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission any and all documents
referred to below relating to the registration of $400,000,000 of Debt
Securities of Dresser Industries, Inc., which may be offered or sold from
time to time: a Registration Statement on Form S-3 under the Securities
Act of 1933, as amended, and any amendments thereto with all exhibits, and
any and all documents required to be filed with respect thereto, 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 27th day of February, 1996.
/s/ JOHN J. MURPHY
------------------------------------
John J. Murphy
Chairman of the Board and Director<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the
"Company"), hereby constitutes and appoints REBECCA R. MORRIS and ALICE A.
HINDS and each or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission any and all documents
referred to below relating to the registration of $400,000,000 of Debt
Securities of Dresser Industries, Inc., which may be offered or sold from
time to time: a Registration Statement on Form S-3 under the Securities
Act of 1933, as amended, and any amendments thereto with all exhibits, and
any and all documents required to be filed with respect thereto, 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 27th day of February, 1996.
/s/ LIONEL H. OLMER
----------------------------------
Lionel H. Olmer
Director<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the
"Company"), hereby constitutes and appoints REBECCA R. MORRIS and ALICE A.
HINDS and each or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission any and all documents
referred to below relating to the registration of $400,000,000 of Debt
Securities of Dresser Industries, Inc., which may be offered or sold from
time to time: a Registration Statement on Form S-3 under the Securities
Act of 1933, as amended, and any amendments thereto with all exhibits, and
any and all documents required to be filed with respect thereto, 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 27th day of February, 1996.
/s/ JAY A. PRECOURT
------------------------------------
Jay A. Precourt
Director<PAGE>
