<PAGE>
This Document is a copy
of the Form 11-K filed
on June 28, 1996
Pursuant to a Rule 201
Temporary Hardship
Exemption
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 July 25, 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:
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
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]
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE
SAVINGS PLAN FOR EMPLOYEES
OF BAROID CORPORATION
JULY 25, 1995 AND
DECEMBER 31, 1994
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
- -------------------------------------------------------------------------------
Page
----
Report of Independent Accountants 1
Financial Statements
Statements of Net Assets Available for Benefits, With Fund
Information at July 25, 1995 and December 31, 1994 2
Statement of Changes in Net Assets Available for Benefits, With
Fund Information for the Period from January 1, 1995 to
July 25, 1995 4
Statement of Changes in Net Assets Available for Benefits, With
Fund Information for the Year Ended December 31, 1994 5
Notes to Financial Statements 6
Supplemental Schedule:
Item 27d - Schedule of Reportable Transactions for the
Period from January 1, 1995 to July 25, 1995 12
<PAGE>
[LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of the Savings Plan for Employees of Baroid Corporation
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Savings Plan for Employees of Baroid Corporation (Plan)
at July 25, 1995 and December 31, 1994, and the changes in net assets
available for benefits for the period from January 1, 1995 to July 25, 1995
(date of complete distribution of the assets of the Plan) and for the year
ended December 31, 1994, 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 performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included
in the supplemental schedules as listed in the accompanying index is
presented for purposes of additional analysis and is not a required part of
the basic financial statements but is additional information required by
ERISA. The Fund Information in the statement of net assets available for
benefits and the statement of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to present the net
assets available for Plan benefits and changes in net assets available for
benefits of each fund. The supplemental schedule and the Fund Information for
the period from January 1, 1995 to July 25, 1995 and for the year ended
December 31, 1994 have been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ Price Waterhouse LLP
Dallas, Texas
May 2, 1996
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION JULY 25, 1994
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------------------------------------------------------
Merrill Lynch
-------------------------------------------------
Retirement Federal Basic
Dresser Tremont Preservation Global Securities Capital Value
Stock NL Stock Stock Trust Holdings Trust Fund Fund Loans Total
----- -------- ----- ----- -------- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
JULY 25, 1995
Assets $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
Employer contributions
receivable - - - - - - - 3,017,736 - 3,017,736
---- ----- ----- ----- ----- ----- ------ ---------- ----- ----------
Total assets - - - - - - - 3,017,736 - 3,017,736
---- ----- ----- ----- ----- ----- ------ ---------- ----- ----------
Liabilities and net assets
available for benefits
Distributions payable - - - - - - - 3,017,736 - 3,017,736
---- ----- ----- ----- ----- ----- ------ ---------- ----- ----------
Total liabilities - - - - - - - 3,017,736 - 3,017,736
---- ----- ----- ----- ----- ----- ------ ---------- ----- ----------
Net assets available
for benefits,
July 25, 1995 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
---- ----- ----- ----- ----- ----- ------ ---------- ----- ----------
---- ----- ----- ----- ----- ----- ------ ---------- ----- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 2 -
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION DECEMBER 31, 1995
<TABLE>
<CAPTION>
Fund Information
-----------------------------------------------------------------------------------------------------------
Merrill Lynch
------------------------------------------------------------------------------
Retirement Federal Basic
Dresser Tremont Preservation Global Securities Capital Value
Stock NL Stock Stock Trust Holdings Trust Fund Fund Loans Total
----- -------- ----- ----- -------- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DECEMBER 31, 1994
Assets
Investments, at fair
market value:
Dresser Industries,
Inc. common stock $18,771,255 $ - $ - $ - $ - $ - $ - $ - $ - $18,771,255
NL Industries, Inc.
common stock - 554,740 - - - - - - - 554,740
Tremont Corporation
common stock - - 709,925 - - - - - - 709,925
United States govern-
ment and agency
obligations - - - - - 2,089,097 - - - 2,089,097
Merrill Lynch CMA
Money Fund - - - 13,489 - - - - - 13,489
Other securities - - - 32,109,728 1,877,328 - 7,735,924 3,619,204 - 45,342,184
Participant loans
receivable - - - - - - - - 4,713,702 4,713,702
----------- -------- -------- ----------- ---------- ---------- ---------- ---------- ---------- -----------
18,771,255 554,740 709,925 32,123,217 1,877,328 2,089,097 7,735,924 3,619,204 4,713,702 72,194,392
----------- -------- -------- ----------- ---------- ---------- ---------- ---------- ---------- -----------
Dividends and interest
receivable - - - 10,046 - - - - 13,198 23,244
Participant contributions
receivable 14,787 - - 21,683 - 3,304 - 10,764 - 50,538
Employer contributions
receivable - - - - - - - 5,699,326 - 5,699,326
Cash - - - 202,052 - - - - - 202,052
----------- -------- -------- ----------- ---------- ---------- ---------- ---------- ---------- -----------
Total assets 18,786,042 554,740 709,925 32,356,998 1,877,328 2,092,401 7,735,924 9,329,294 4,726,900 78,169,552
----------- -------- -------- ----------- ---------- ---------- ---------- ---------- ---------- -----------
Liabilities and net
assets available for
benefits
Accrued expenses and
allocations - - - 16,244 5,200 - 10,989 - - 32,433
----------- -------- -------- ----------- ---------- ---------- ---------- ---------- ---------- -----------
Total liabilities - - - 16,244 5,200 - 10,989 - - 32,433
----------- -------- -------- ----------- ---------- ---------- ---------- ---------- ---------- -----------
Net assets available
for benefits $18,786,042 $554,740 $709,925 $32,340,754 $1,872,128 $2,092,401 $7,724,935 $9,329,294 $4,726,900 $78,137,119
----------- -------- -------- ----------- ---------- ---------- ---------- ---------- ---------- -----------
----------- -------- -------- ----------- ---------- ---------- ---------- ---------- ---------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 3 -
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION FOR THE PERIOD FROM JANUARY 1, 1995 TO JULY 25, 1995
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------------------------
Merrill Lynch
-------------------------------------------
Retirement
Tremont Preservation Dresser Fixed Equity Index
Stock NL Stock Stock Trust Fund Fund
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Cash dividends:
Dresser Industries,
Inc. $ 168,088
Other - $ 694,940 $ 165
Interest income - - $ 13,459 -
Realized gains (losses)
from sales of investments 4,369,500 $68,015 $68,533 (655) - -
Net appreciation (depre-
ciation) in the fair value
of investments (1,521,828) 27,621 16,687 - - -
Contributions:
Participants 325,247 - - 979,097 - -
Employer 689 - - 690 - -
----------- -------- -------- ------------ ----------- -----------
325,936 - - 979,787 - -
----------- -------- -------- ------------ ----------- -----------
Total income and
contributions 3,341,696 95,636 85,220 1,674,072 13,459 165
----------- -------- -------- ------------ ----------- -----------
Distributions, expenses
and transfers:
Distributions to
participants 812,877 25,619 34,528 2,138,902 393 -
Administrative expenses 1,205 - 9 1,270 - -
Transfer to Dresser Plans 19,544,051 456,995 814,897 28,524,646 7,443,670 1,746,552
Distribution to Dresser
Plans - - - - - -
Transfers and loan
activity, net 1,769,605 167,762 (54,289) 3,350,008 (7,430,604) (1,746,387)
----------- -------- -------- ------------ ----------- -----------
Total distributions,
expenses and transfers 22,127,738 650,376 795,145 34,014,826 13,459 165
----------- -------- -------- ------------ ----------- -----------
Net increase (decrease) (18,786,042) (554,740) (709,925) (32,340,754) - -
Net assets available for
benefits, beginning of
period 18,786,042 554,740 709,925 32,340,754 - -
----------- -------- -------- ------------ ----------- -----------
Net assets available for
benefits, end of period $ - $ - $ - $ - $ - $ -
----------- -------- -------- ------------ ----------- -----------
----------- -------- -------- ------------ ----------- -----------
</TABLE>
<TABLE>
<CAPTION>
Fund Information
----------------------------------------------------------------------
Merrill Lynch
------------------------------------------------------------
Phoenix Federal Basic
Balanced Global Securities Capital Value
Fund Holdings Trust Fund Fund Loans Total
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Cash dividends:
Dresser Industries,
Inc. $ 168,088
Other $ 6,091 $ 64,116 765,312
Interest income - - $137,345 150,804
Realized gains (losses)
from sales of investments - $ 1,840 (29,661) $ 979,627 $1,004,607 - 6,461,806
Net appreciation (depre-
ciation) in the fair value
of investments - 108,985 120,610 206,311 5,654 - (1,035,960)
Contributions:
Participants - 171,848 100,866 449,585 339,255 - 2,365,898
Employer - - - - 3,017,736 - 3,019,115
----------- ----------- ---------- ---------- ----------- ---------- ------------
- 171,848 100,866 449,585 3,356,991 - 5,385,013
----------- ----------- ---------- ---------- ----------- ---------- ------------
Total income and
contributions 6,091 282,673 255,931 1,635,523 4,367,252 137,345 11,895,063
----------- ----------- ---------- ---------- ----------- ---------- ------------
Distributions, expenses
and transfers:
Distributions to
participants - 121,755 141,431 304,079 330,083 - 3,909,667
Administrative expenses - 96 170 517 933 - 4,200
Transfer to Dresser
Plans 8,333,011 - 180,019 - 11,363,807 4,692,931 83,100,579
Distribution to
Dresser Plans - - - - 3,017,736 - 3,017,736
Transfers and loan
activity, net (8,326,920) 2,032,950 2,026,712 9,055,862 (1,016,013) 171,314 -
----------- ----------- ---------- ---------- ----------- ---------- ------------
Total distributions,
expenses and transfers 6,091 2,154,801 2,348,332 9,360,458 13,696,546 4,864,245 90,032,182
----------- ----------- ---------- ---------- ----------- ---------- ------------
Net increase (decrease) - (1,872,128) (2,092,401) (7,724,935) (9,329,294) (4,726,900) (78,137,119)
Net assets available for
benefits, beginning of
period - 1,872,128 2,092,401 7,724,935 9,329,294 4,726,900 78,137,119
----------- ----------- ---------- ---------- ----------- ---------- ------------
Net assets available
for benefits, end
of period $ - $ - $ - $ - $ - $ - $ -
----------- ----------- ---------- ---------- ----------- ---------- ------------
----------- ----------- ---------- ---------- ----------- ---------- ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 4 -
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Fund Information
------------------------------------------------
Merrill Lynch
-------------
Dresser Baroid Tremont
Stock Stock NL Stock Stock
--------------------------------------------
<S> <C> <C> <C> <C>
Investment income:
Cash dividends:
Dresser Industries, Inc. $ 619,469 $ - $ - $ -
Other - - - -
Interest income 2,434 - 89 89
Realized gains (losses)
from sales of investments 395,477 115,189 (26,338) (54,921)
Net appreciation (depre-
ciation) in the fair value
of investments 1,521,828 (4,123,887) 436,485 373,101
----------- ----------- -------- --------
2,539,208 (4,008,698) 410,236 318,269
----------- ----------- -------- --------
Contributions:
Participants 512,431 13,641 - -
Employer 12,811 - - -
----------- ----------- -------- --------
525,242 13,641 - -
----------- ----------- -------- --------
Total income and
contributions 3,064,450 (3,995,057) 410,236 318,269
Distributions, expenses
and transfers:
Distributions to participants 1,310,584 113,719 5,300 29,838
Administrative expenses 2,294 - 3 15
Transfers and loan activity,
net (17,034,470) 17,670,302 93,087 73,537
----------- ----------- -------- --------
Total distributions,
expenses and transfers (15,721,592) 17,784,021 98,390 103,390
----------- ----------- -------- --------
Net increase (decrease) 18,786,042 (21,779,078) 311,846 214,879
Net assets available for
benefits, beginning of year - 21,779,078 242,894 495,046
----------- ----------- -------- --------
Net assets available for
benefits, end of year $18,786,042 $ - $554,740 $709,925
----------- ----------- -------- --------
----------- ----------- -------- --------
</TABLE>
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------------------
Merrill Lynch
------------------------------------------------------------
Retirement Federal Basic
Preservation Global Securities Capital Value
Trust Holdings Trust Fund Fund Loans Total
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Cash dividends:
Dresser Industries, Inc. $ - $ - $ - $ - $ - $ - $ 619,469
Other - 79,973 141,836 688,956 242,742 - 1,153,507
Interest income 1,900,358 799 1,263 2,209 1,397 294,455 2,203,093
Realized gains (losses)
from sales of investments - 10,262 (28,025) 22,791 54,733 - 489,168
Net appreciation (depre-
ciation) in the fair value
of investments - (177,184) (193,699) (659,904) (224,830) - (3,048,090)
----------- ---------- ---------- ---------- ---------- ---------- -----------
1,900,358 (86,150) (78,625) 54,052 74,042 294,455 1,417,147
----------- ---------- ---------- ---------- ---------- ---------- -----------
Contributions:
Participants 1,598,464 313,481 219,618 918,865 560,115 - 4,136,615
Employer 1,075 - - - 5,699,326 - 5,713,212
----------- ---------- ---------- ---------- ---------- ---------- -----------
1,599,539 313,481 219,618 918,865 6,259,441 - 9,849,827
----------- ---------- ---------- ---------- ---------- ---------- -----------
Total income and
contributions 3,499,897 227,331 140,993 972,917 6,333,483 294,455 11,266,974
Distributions, expenses
and transfers:
Distributions to participants 4,146,417 84,481 230,724 473,915 340,778 6,735,756
Administrative expenses 77,997 332 255 1,187 947 83,030
Transfers and loan activity,
net (399,961) (372,090) 320,558 (258,058) 234,713 (327,618) -
----------- ---------- ---------- ---------- ---------- ---------- -----------
Total distributions,
expenses and transfers 3,824,453 (287,277) 551,537 217,044 576,438 (327,618) 6,818,786
----------- ---------- ---------- ---------- ---------- ---------- -----------
Net increase (decrease) (324,556) 514,608 (410,544) 755,873 5,757,045 622,073 4,448,188
Net assets available for
benefits, beginning of year 32,665,310 1,357,520 2,502,945 6,969,062 3,572,249 4,104,827 73,688,931
----------- ---------- ---------- ---------- ---------- ---------- -----------
Net assets available for
benefits, end of year $32,340,754 $1,872,128 $2,092,401 $7,724,935 $9,329,294 $4,726,900 $78,137,119
----------- ---------- ---------- ---------- ---------- ---------- -----------
----------- ---------- ---------- ---------- ---------- ---------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 5 -
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
1. PLAN DESCRIPTION
GENERAL
The Savings Plan for Employees of Baroid Corporation (the Plan) was
established to provide eligible employees of Baroid Corporation (Baroid)
with a convenient way to save on a regular and long-term basis. The Plan
was established in accordance with section 401(k) of the Internal Revenue
Code of 1986, as amended, and was subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
On January 19, 1994, an agreement to merge Dresser Industries, Inc.
(Dresser) and Baroid was approved by shareholders of the companies. Under
terms of the merger, each share of Baroid common stock was converted into
the right to receive 0.40 shares of Dresser common stock on January 21,
1994. All Baroid common stock was converted to Dresser common stock and all
transactions in employer stock subsequent to January 21, 1994 were in
Dresser common stock.
Effective June 1, 1995, the Plan was spun off into three components:
component one consisting of hourly employees, component two consisting of
salaried employees, and component three consisting of nonresident aliens
and union employees. These components were merged into the Dresser
Industries, Inc. Retirement Savings Plan-B, the Dresser Industries, Inc.
Retirement Savings Plan-A, and the Dresser Industries, Inc. Deferred
Savings Plan (collectively, the Dresser Plans), respectively, pursuant to a
merger agreement which preserved the protected features of the Plan which
must be preserved under ERISA. Effective as of such date, the Dresser
Plans assumed the obligations for Plan benefits of all Plan participants
under the Plan. The assets of the Plan were transferred to the trustees of
the Dresser Plans during the period from June 1, 1995 to July 25, 1995.
PLAN PROVISIONS
The following description of significant Plan provisions is provided for
general information purposes. The provisions described below were in
effect for the period from January 1, 1994 to July 25, 1995. They do not
reflect the provisions of the Dresser Plans. Participants should refer to
the Plan documents for more complete information.
Employees of Baroid and certain of Baroid's subsidiaries were generally
eligible to voluntarily participate in the Plan after 12 months of
employment. Active participants could contribute between 1% to 22% of
eligible compensation in increments of .5%. The maximum basic before-tax
contribution was 12%.
In accordance with Internal Revenue Code section 402(g), participants
were limited in the amount of salary reduction contributions which they
could make to the Plan ($9,500 and $9,240 and annual maximum for 1995 and
1994, respectively). Highly compensated participants could be required to
adjust the amount of their contributions in order to permit the Plan to
satisfy the nondiscrimination requirements of sections 401(k) and 401(m) of
the Internal Revenue Code.
-6-
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
Baroid contributed a discretionary amount of matching contributions
determined annually, wholly or partially contingent upon the attainment of
certain profit objectives. This match applied to a maximum of 3% of a
contributing participant's compensation.
Baroid employees could receive an annual retirement contribution of up
to 5% of their annual eligible compensation. The retirement contribution,
which was made wholly or partially contingent upon the attainment of
certain profit objectives, was allocated to all employees eligible to
participate in the Plan. In addition, these employees could also receive a
Medisave contribution from Baroid, which was contingent upon Baroid's
profit objectives.
Vesting in employer contributions was 100% upon death, retirement, or
disability. A participant with less than three years of vested service had
no vested interest in employer contributions, was 50% vested following
three years, 75% vested following four years, and 100% vested in all
employer contributions following five years of service. Forfeitures of the
unvested portion of employer contributions occurred if a participant
terminated employment prior to the full-vesting period or if a participant
or beneficiary, to whom a distribution was payable, could not be located
within one year of the date on which such distribution became payable.
Amounts forfeited were used to reduce employer contributions.
Upon the spinoff of the Plan, participants retained their prior vested
service. Participants with three or more years of vested service continued
under the Plan's vesting schedule and those with less than three years of
vested service continued under the Dresser Plans' vesting schedules.
Substantially all administrative expenses were paid from Plan assets.
Employees could elect to have their own contributions invested in one or
more funds, whose investment objectives were as follows:
Dresser Stock Fund - invested primarily in Dresser common stock; Merrill
Lynch Retirement Preservation Trust - invested primarily in GICs issued by
insurance companies and bank investment contracts; Dresser Fixed Fund -
invested primarily in fixed rate investment contracts with major insurance
companies and financial institutions; Equity Index Fund - invested
primarily in a portfolio of equity securities that are included in the S&P
500 Index, Phoenix Balanced Fund - invested in any type or class of
security and managed to seek potential growth of capital for the future;
Merrill Lynch Global Holdings, Inc. Class A Shares - managed with the
objective of seeking the highest total investment return consistent with
prudent risk through worldwide investment in an internationally diversified
portfolio of securities; Merrill Lynch Federal Securities Trust - managed
with the objective of seeking a high current return through investments in
U.S. government and government agency securities; Merrill Lynch Capital
Fund Inc. Class A Shares - managed with the objective of seeking the
highest total investment return consistent with prudent risk, investing in
equity, debt, and convertible securities; and the Merrill Lynch Basic
Value Fund Inc. Class A Shares - managed with the objective of seeking
growth and, secondarily, income.
-7-
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
In addition to the funds above, two additional equity investment funds
were maintained. The NL Stock Fund invested in NL Industries, Inc. (NL)
common stock and the Tremont Stock Fund invested in Tremont Corporation
(Tremont) common stock. Contributions or transfers into the NL and Tremont
Stock Funds were no longer allowed beginning in 1990.
Prior to the investment in securities of a type consistent with the
objectives of any fund, cash was temporarily invested in the Merrill Lynch
CMA Money Fund, which invested in securities with maturities of less than
one year issued or guaranteed by the U.S. government or any agency of
instrumentality thereof or bank savings accounts. Participants could
transfer all or part of their account balance in any fund to any other fund
on a daily basis, subject to certain limitations. Only one transfer was
permitted out of the NL or Tremont Stock Funds which had to be a transfer
of the total value of the participant's account in that fund.
Participants could change the investment direction of current contributions
as of any business day.
Distributions to employees occurred during active service or upon
termination and, under prescribed circumstances, could be in various forms
(lump-sum, installments, annuity, or combinations thereof, and/or employer
securities).
Participants could borrow from their vested account balances. The two
types of loans available were a general purpose loan and a principal
residence loan. General purpose loans were repaid to the Plan over a period
of time not to exceed five years and principal residence loans were repaid
over a period not to exceed 20 years. The maximum loan amount available to
each participant was 50% of their vested account balance not to exceed
$50,000. In the event a participant failed to make a principal or interest
payment, the loan was in default and the outstanding loan balance was
treated as a taxable distribution. The interest rate charged on loans made
prior to September 1989 was composite prime rate. The interest rate charged
on subsequent loans was a composite prime rate plus 1%. These interest
rates ranged from 9.5% to 10% for the period from January 1, 1995 to July
25, 1995.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Plan have been prepared in accordance
with generally accepted accounting principles. The following is a summary
of significant accounting policies followed by the Plan.
INVESTMENTS
Investments trusteed with Merrill Lynch Trust Company ("Merrill Lynch" or
"Trustee") are recorded at fair market value based upon the quoted market
price reported on the last trading day of the period for those securities
listed on a national securities exchange; listed securities for which no
sale was reported on that date are valued at the mean between the last
reported bid and asked prices; and other investments not having an
established market are valued at fair value as of that day determined in
good faith by the outside advisor responsible for that investment.
Short-term investments are stated at cost.
-8-
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
Purchases and sales of investments are reflected on a trade-date basis.
Gains or losses on sales of securities are based on average cost.
CONTRIBUTIONS
Contributions from employees are recorded in the period the employer
makes payroll deductions from Plan participants. Employer matching
contributions are recorded in the same period as the respective employee
contributions.
LOANS TO PARTICIPANTS
Loan distributions to participants, as well as principal and interest
payments from participants, are accounted for as interfund transfers in
the financial statements.
INVESTMENT INCOME
Income from investments is recorded as earned on an accrual basis. Dividend
income is recorded at the ex-dividend date.
CONCENTRATION OF CREDIT RISK
The Plan's assets, other than Dresser stock, NL stock, and Tremont stock,
are invested with investment funds managed by Merrill Lynch.
3. RELATED PARTY TRANSACTIONS
The stock funds, Dresser Stock Fund, Baroid Stock Fund, NL Stock Fund and
Tremont Stock Fund, invest primarily in the securities of Dresser, Baroid,
NL, and Tremont. The purchases and sales of these securities were as
follows:
Gain
Purchases Sales (Loss)
----------- ----------- ----------
For the period from
January 1, 1995 to
July 25, 1995:
Dresser common stock $15,473,318 $21,709,213 $4,369,500
For the year ended
December 31, 1994:
Dresser common stock $ 8,583,180 $ 3,370,285 $ 395,478
Baroid common stock 395,707 452,377 115,189
NL common stock 89 97,544 (26,388)
Tremont common stock 368 99,862 (54,921)
-9-
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
4. TAX STATUS
Management believes that prior to the merger with the Dresser Plans, the
Plan was qualified under section 401(a) of the Internal Revenue Code of
1986, as amended; as such, the trust is exempt from federal income tax
under section 501(a). The Internal Revenue Service granted a favorable
letter of determination to the Plan on December 3, 1993 and September 16,
1994. Generally, employer contributions to a qualified plan are deductible
by the employer when made. Earnings of the trust are tax exempt and
participants are not taxed on their benefits until withdrawn from the Plan.
The Plan has complied with the fidelity bonding requirements of ERISA.
5. EMPLOYER CONTRIBUTION
Subsequent to the actual date of the transfer of Plan assets, Baroid
determined its matching and retirement contribution for the period from
January 1, 1995 to July 25, 1995, collectively, to be $3,017,736. This
amount was contributed to the Dresser Plans on two separate dates.
$2,284,113 was contributed on July 26, 1995 and $733,623 was contributed on
November 9, 1995.
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
July 25, December 31,
1995 1994
-------- ------------
Net assets available for benefits per
the financial statements $ - $78,137,119
Amounts allocated to withdrawing
participants - 464,620
------ -----------
Net assets available for benefits per
the Form 5500 $ - $77,672,499
------ -----------
------ -----------
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
January 1,
1995 to Year ended
July 25, December 31,
1995 1994
----------- ------------
Benefits paid to participants per the
financial statements $3,909,667 $6,735,756
Amounts allocated to withdrawing
participants at December 31, 1995 (464,620) 464,620
Amounts allocated to withdrawing
participants at December 31, 1994 - (818,085)
---------- ----------
Benefits paid to participants per
the Form 5500 $3,445,047 $6,382,291
---------- ----------
---------- ----------
-10-
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
Amounts allocated to withdrawing participants 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.
-11-
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
ITEM 27d FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE PERIOD FROM JANUARY 1, 1995 TO JULY 25, 1995
- -------------------------------------------------------------------------------
<TABLE>
Current
Expense Value of
Number of Incurred Asset on
Identity of Description of Purchases Purchase Selling Lease with Trans- Cost of Transaction Net Gain
Party Involved Asset (shares) or Sales Price Price Rental actions Asset Date or (Loss)
- ----------------------- -------------- --------- ----------- ----------- ------ ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Category (iii) - series of transactions in the same issue, when aggregated, exceed 5% of Plan assets:
Purchase of assets:
Dresser Industries, Inc. 857,643 188 $15,473,318 $ - $ - $ - $15,473,318 $15,473,318 $ -
(Common Stock)
Merrill Lynch Retirement 28,220,459 266 28,220,618 - - - 28,220,618 28,220,618 -
Preservation Trust
Merrill Lynch 53,345 145 1,518,303 - - - 1,518,303 1,518,303 -
Capital Fund
Merrill Lynch Basic 753,277 183 17,893,402 - - - 17,893,402 17,893,402 -
Value Fund
Dresser Fixed Fund 13,403,458 10 13,403,458 - - - 13,403,458 13,403,458 -
Phoenix Balanced Fund 994,407 3 17,137,287 - - - 17,137,287 17,137,287 -
Federal Securities 612,699 93 5,840,467 - - - 5,840,467 5,840,467 -
Trust Fund
Sale of assets:
Dresser Industries, Inc. 964,190 240 - 21,709,213 - - 17,339,713 21,709,213 4,369,500
(Common Stock)
Merrill Lynch 31,805,542 185 - 31,805,046 - - 31,805,701 31,805,046 (655)
Retirement
Preservation Trust
Merrill Lynch 350,918 156 - 10,349,558 - - 9,369,931 10,349,558 979,627
Capital Fund
Merrill Lynch Basic 471,489 207 - 12,073,606 - - 11,068,999 12,073,606 1,004,607
Value Fund
Dresser Fixed Fund 5,959,788 1 - 5,959,788 - - 5,959,788 5,959,788 -
Phoenix Balanced Fund 482,551 2 - 7,731,937 - - 7,731,937 7,731,937 -
Federal Securities 817,993 87 - 7,782,086 - - 7,811,747 7,782,086 (29,661)
Trust Fund
</TABLE>
- -------------------------------------------------------------------------------
Note: There were no category (i), (ii), or (iv) transactions.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Dresser Industries, Inc. Employee Benefits Committee has duly caused this
Annual Report to be signed on its behalf by the undersigned thereunto duly
authorized.
SAVINGS PLAN FOR EMPLOYEES
OF BAROID CORPORATION
/s/ Paul M. Bryant
----------------------------------
Paul M. Bryant, Chairman,
Employee Benefits Committee
June 27, 1996
<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 Registration
Statement on Form S-8 (No. 33-52067) of Dresser Industries, Inc. of our
report dated May 2, 1996 appearing on page 1 of the Savings Plan for
Employees of Baroid Corporation Financial Statements on Form 11-K for
the period from January 1, 1995 to July 25, 1995.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Dallas, Texas
June 27, 1996
