<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 21, 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)
<TABLE>
<S> <C>
DELAWARE 75-0813641
(State of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
--------------------------
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. /X/
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
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT (1) PRICE FEE
<S> <C> <C> <C> <C>
Common Stock, Par Value $0.25 Per
Share.............................. 500,000 Shs. $28.8125 $14,406,250 $4,967.67
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee, based on
the average of the high and low sales price of the Common Stock on the New
York Stock Exchange -- Composite Transactions on March 15, 1996.
--------------------------
THIS REGISTRATION STATEMENT ALSO RELATES TO AN INDETERMINATE NUMBER OF
SHARES OF DRESSER INDUSTRIES, INC. COMMON STOCK, $0.25 PAR VALUE, THAT MAY BE
ISSUED UPON STOCK SPLITS, STOCK DIVIDENDS, OR SIMILAR TRANSACTIONS IN ACCORDANCE
WITH RULE 416.
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
500,000 SHARES
DRESSER INDUSTRIES, INC.
COMMON STOCK ($0.25 PAR VALUE PER SHARE)
------------------
DRESSER INDUSTRIES, INC. AUTOMATIC DIVIDEND
REINVESTMENT PLAN
------------------
The Automatic Dividend Reinvestment Plan (the "Plan") of Dresser Industries,
Inc. ("Dresser" or the "Company") provides holders of shares of the common
stock, $0.25 par value, of the Company (the "Common Stock") with a convenient
method of purchasing additional shares of Common Stock without payment of any
brokerage commission or service charge. Any holder of record of shares of Common
Stock is eligible to participate in the Plan.
Participants in the Plan may:
- have cash dividends on their Common Stock automatically reinvested, or
- invest both their cash dividends and up to $1,000 per month of optional
cash payments.
The purchase price of the shares of Common Stock purchased with reinvested
cash dividends on Common Stock will be an amount equal to 100% of the average of
the high and low prices for the Company's Common Stock, as reported in The Wall
Street Journal report of NYSE-Composite Transactions, on the investment date as
of which such purchase is made (or the next preceding day on which the Company's
Common Stock is traded on the New York Stock Exchange, if it is not traded on
the New York Stock Exchange on the investment date).
Stockholders who do not elect to participate in the Plan will continue to
receive cash dividends on shares registered in their names.
This Prospectus relates to 500,000 shares of the Company's Common Stock
registered for purchase under the Plan. This Prospectus should be retained for
future reference.
------------------------
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 OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is March 21, 1996.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED OR INCOPORATED BY REFERENCE IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING OF SECURITIES DESCRIBED HEREIN AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY DRESSER OR ANY OTHER PERSON. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO PURHCASE,
ANY SECURITIES IN ANY JURISDICTION IN WHICH, OR TO ANY PERSON TO WHOM, IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY DISTRIBUTION OF THE SECURITIES DESCRIBED HEREIN SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF DRESSER SINCE THE DATE HEREOF OR THAT THE INFORMATION SET FORTH OR
INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
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; Citicorp 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 Common Stock 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 documents, which have been filed by the Company with the
Commission, are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for its fiscal year ended
October 31, 1995; and
2. The Company's Quarterly Report on Form 10-Q for the period ended January
31, 1996; and
3. The description of Preferred Stock Purchase Rights, including a
description of Dresser Common Stock (contained in Exhibit 1 to the
Registration Statement on Form 8-A filed by Dresser with the Commission
on August 30, 1990, as amended by Amendment No. 1 on Form 8 filed with
the Commission on October 3, 1990).
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 Common Stock offered 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.
2
<PAGE>
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
The net proceeds to be received by Dresser on the sale of shares of Common
Stock pursuant to the Plan will be used for working capital and for other
corporate purposes.
PLAN OF DISTRIBUTION
The Company is offering to the holders of its Common Stock the opportunity
to purchase shares of Common Stock through the Dresser Industries, Inc.
Automatic Dividend Reinvestment Plan. The provisions of the Plan are explained
in the following questions and answers:
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide you with a simple and convenient way
to increase your ownership of Common Stock of the Company by investing cash
dividends and optional cash payments in additional shares of Common Stock
without payment of any brokerage commission or service charge.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
Once you are enrolled in the Plan, cash dividends on your shares will be
used to purchase shares of Common Stock on each cash dividend payment date (the
"investment date"). Optional cash payments will be invested monthly to purchase
shares of Common Stock. No brokerage commission or service fee will be paid by
participants in connection with purchases made under the Plan.
Full investment of funds is possible because the Plan permits fractions of
shares, as well as whole shares, to be credited to your account. In addition,
the Company will hold and act as custodian of the shares purchased through the
Plan. This will relieve you of the responsibility of safekeeping multiple stock
certificates and will protect you against their loss, theft or destruction.
Regular statements of account will provide you with a full record of each
transaction.
3
<PAGE>
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
The Company administers the Plan. Shares of Common Stock purchased under the
Plan will be registered in the name of the Company or its nominee as agent for
participants in the plan. If you decide to participate, the Company will keep a
continuous record of your participation and will send you a statement of your
account after each transaction.
For information about the Plan, write to
Dresser Industries, Inc.
Shareholder Services
P.O. Box 718
Dallas, TX 75221
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of the Company's Common Stock are eligible to
participate in the Plan. If you own stock which is registered in street name,
you must have the shares transferred to your name in order to participate.
5. HOW DO I PARTICIPATE?
If you are eligible, you may join the Plan at any time by completing an
Authorization Card provided by the Company and returning it to the Company at
the above address. If the account is registered in more than one name, EACH
REGISTERED HOLDER MUST SIGN THE AUTHORIZATION CARD EXACTLY AS THE SHARES ARE
REGISTERED IN ORDER FOR PARTICIPATION IN THE PLAN TO BEGIN.
6. WILL DIVIDENDS PAID ON SHARES CREDITED TO MY DIVIDEND REINVESTMENT ACCOUNT
BE AUTOMATICALLY REINVESTED EACH QUARTER?
Yes. All dividends paid on shares held in the Plan will be reinvested.
7. WHEN WILL REINVESTMENT OF MY DIVIDENDS START?
Your authorization card must be received by the Company at least two weeks
prior to a dividend record date in order for that dividend to be reinvested. The
current schedule of record dates for Dresser dividends is: March 1, June 1,
September 1, and December 1 or the first business day thereafter.
8. HOW DOES THE OPTIONAL CASH INVESTMENT WORK?
If you are a participant in the Plan you may elect to make optional cash
investments to purchase additional shares of Common Stock of the Company.
Payments may not be less than $25 nor more than $1000 per month. Payments may be
made as often as once per month; however, there is no obligation to make cash
investments on a regular basis.
Checks or money orders should be payable to Dresser Industries, Inc., and
mailed to the Company, Attn: Shareholder Services, P. O. Box 718, Dallas, TX
75221.
PLEASE DO NOT SEND CASH.
9. MUST I SEND A FORM OR NOTICE WITH CASH INVESTMENT?
Yes. After a transaction has been completed, you will receive a statement
showing the amount invested, purchase price, number of shares purchased, and
your new balance. Each statement will include a tear-off portion which should
accompany your check or money order if you wish to make a cash investment.
4
<PAGE>
10. WHEN WILL PURCHASES OF COMMON STOCK BE MADE?
Dividends will be used to purchase Common Stock on the dividend payment
dates (currently the 20th of March, June, September, and December or the first
business day thereafter). Optional cash payments will be invested with the
dividends if they are received on or before the dividend record date. Payments
received after the dividend record date will be invested in the following month.
In addition to the investments described above, optional cash payments will be
invested on the 20th day of January, February, April, May, July, August,
October, and November. If the 20th falls on a non-business day, the purchase
will be made on the first business day following.
11. WHAT WILL BE THE PRICE OF SHARES PURCHASED UNDER THE PLAN?
The price per share will be 100% of the average of the high and low prices
of the Company's Common Stock as reported in the Wall Street Journal report of
NYSE -- Composite Transactions on the investment date as of which such purchase
is made (or the next preceding day on which the Company's Common Stock is traded
on the New York Stock Exchange, if it is not traded on the New York Stock
Exchange on the investment date).
12. ARE THERE ANY COSTS TO ME IN CONNECTION WITH MY PURCHASES UNDER THE PLAN?
There are no brokerage fees because shares are purchased from the Company.
All costs of administration of the Plan are to be paid by the Company.
13. WILL I RECEIVE CERTIFICATES FOR SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN?
Normally certificates for shares of Common Stock purchased under the Plan
will not be issued to you as long as you participate in the Plan. If you wish to
obtain certificates for any number of whole shares credited to your account
without withdrawing from the Plan, you may do so by mailing a written request to
the Company. The Request must be signed by all holders, exactly as the shares
are registered.
14. HOW WILL SUCH CERTIFICATES BE REGISTERED?
Accounts in the Plan will be maintained in the name as shown on the
Company's shareholder records at the time you enter the Plan. Certificates will
be registered in the same manner when issued.
WITHDRAWAL
15. HOW DO I WITHDRAW FROM THE PLAN?
To withdraw from the Plan, you must notify the Company in writing. Your
request MUST BE SIGNED BY ALL HOLDERS EXACTLY AS THE SHARES ARE REGISTERED. In
the event of withdrawal, certificates for whole shares credited to your Plan
account will be issued to you. A cash payment will be made to you for any
fractional share. Alternatively, you may request that the Company forward your
shares, on your behalf, to a brokerage firm which will sell the shares for you
and remit directly to you the proceeds less brokerage commission and/or service
charge and transfer taxes.
16. WHEN MAY I WITHDRAW FROM THE PLAN?
You may withdraw from the Plan at any time. If notice of withdrawal is
received between a dividend record date and a dividend payment date, the
withdrawal will not be processed until after the dividend reinvestment cycle is
completed.
OTHER INFORMATION
17. HOW ARE INCOME TAX WITHHOLDING PROVISIONS APPLIED?
If your dividends are subject to income tax withholding, the tax will be
deducted from your total dividend and the net amount will be reinvested.
5
<PAGE>
18. HOW WILL MY SHARES HELD UNDER THE PLAN BE VOTED?
The proxy card forwarded to you prior to any Shareholder's meeting will
indicate both the number of shares registered in your name and the number of
full and fractional shares credited to your Plan account. If your proxy card is
returned properly signed, all of such shares will be voted in accordance with
your instructions as indicated on the proxy card.
19. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to suspend, modify, or terminate the Plan, or
any participant's account, at any time at its sole discretion. Any such action
will be communicated to participants as soon as practicable.
20. HOW WILL CORPORATE CHANGES AFFECT THE PLAN?
The number of shares issuable under the Plan shall be adjusted appropriately
in the event of stock dividends, stock splits, recapitalization, mergers,
consolidations, combinations or exchanges of shares or other similar corporate
changes.
21. WHAT IS THE RESPONSIBILITY OF THE COMPANY UNDER THE PLAN?
In administering the Plan, neither the Company nor any agent will be liable
for any act done in good faith, or for any good faith omission to act,
including, without limitation, any claims of liability arising out of failure to
terminate a participant's account upon such participant's death prior to the
receipt of notice in writing of such death.
Participants should recognize that the Company cannot and does not assure
them of a profit or protect them against loss on the shares purchased by them
under the plan.
FEDERAL INCOME TAX
22. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
Dividends invested in shares of Common Stock under the Plan continue to be
taxable for income tax purposes, just as though you received them in cash on the
dividend payment date. You will not realize any taxable income when you receive
certificates for shares credited to your account under the Plan. However, if you
receive, upon withdrawal from or termination of the Plan, a cash adjustment for
any fractional share credited to your account, you may realize a gain or loss.
You may also realize gain or loss when you sell shares which you have acquired
under the Plan. The amount of such gain or loss will be the difference between
the amount which you receive for your shares or fractional share and your tax
basis in such shares.
The above information is summary only and does not purport to be complete.
For rules regarding the determination of tax basis and for other tax
consequences, please consult you own tax advisor. For this purpose, you should
retain all Plan statements of account sent to you.
6
<PAGE>
DESCRIPTION OF SECURITIES TO BE REGISTERED
DESCRIPTION OF DRESSER CAPITAL STOCK
Dresser is authorized by its Restated Certificate of Incorporation, as
amended, (the "Dresser Certificate") to issue 400,000,000 shares of Dresser
Common Stock and 10,000,000 shares of Preferred Stock (without par value)
("Preferred Stock") issuable in series. At March 15, 1996, 180,706,271 shares of
Dresser Common Stock (exclusive of 4,159,460 shares held in treasury), and no
shares of Preferred Stock were outstanding.
PREFERRED STOCK. The shares of Preferred Stock may be issued from time to
time in one or more series. The Dresser Board of Directors is authorized, within
the limitations contained in the Dresser Certificate, to fix before issue with
respect to each series, among other things, the designation and number of shares
to constitute such series, the annual dividend rate, whether such dividends will
be cumulative, the time and price of redemption and the liquidation preference
applicable to the series, whether or not the series shall be subject to the
operation of a sinking fund and, if so, the terms and conditions thereof,
whether or not the shares of such series shall be convertible into shares of
stock of any other class or classes and the terms and provisions of such
conversion rights, the voting powers, if any, of the shares of such series and
other optional or special rights, privileges and powers.
COMMON STOCK. Attached to each share of Dresser Common Stock is a Preferred
Stock Purchase Right, more fully described in the Registration Statement on Form
8-A, as amended by Amendment No. 1 to such Registration Statement incorporated
herein by reference. See "Incorporation of Certain Documents by Reference."
DIVIDEND RIGHTS. Subject to the dividend preferences of any Preferred Stock
which may be outstanding and to restrictions contained in certain agreements to
which Dresser is a party, holders of Dresser Common Stock are entitled to
receive dividends when, as and if declared by the Dresser Board of Directors out
of funds legally available therefor.
VOTING RIGHTS. Except as otherwise required by law or the Dresser
Certificate, holders of Dresser Common Stock are entitled to one vote in respect
of each share of Dresser Common Stock on all matters voted upon by the
stockholders. Holders of Dresser Common Stock are not entitled to cumulative
voting in the election of Directors. Accordingly, the holders of a majority of
the outstanding shares of Dresser Common Stock are entitled to elect all the
Directors.
LIQUIDATION RIGHTS. In the event of liquidation, dissolution or winding up
of Dresser, after any required distribution to holders of any Preferred Stock
which may then be outstanding, the holders of Dresser Common Stock will be
entitled pro rata to all the remaining assets available for distribution to
stockholders.
MISCELLANEOUS. Holders of the Dresser Common Stock are not entitled to
pre-emptive rights. The outstanding shares of Dresser Common Stock are fully
paid and non-assessable. Outstanding shares of Dresser Common Stock are listed
on the New York Stock Exchange and Pacific Stock Exchange. The Registrars and
transfer agents of the Common Stock are:
<TABLE>
<S> <C>
Registrars:
Dallas, Texas............................... Chemical Mellon Shareholder Services
New York, New York.......................... Harris Trust Co. of New York
Transfer Agents:
Dallas, Texas............................... Dresser Industries, Inc.
New York, New York.......................... Harris Trust Co. of New York
</TABLE>
7
<PAGE>
LEGAL MATTERS
The legality of shares of common stock of the Company offered hereby will be
passed upon by Rebecca R. Morris, Vice President - Corporate Counsel and
Secretary of the Company (who beneficially owns 9,200 shares of the Company's
Common Stock and holds options to purchase an additional 24,750 shares of such
common stock coupled with 4,900 restricted incentive stock awards.)
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.
8
<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.
<TABLE>
<CAPTION>
AMOUNT
-------------
<S> <C>
Securities and Exchange Commission Registration Fee...................................... $ 4,967.67
*Listing Fee............................................................................. 3,000.00
*Printing and Engraving Expenses......................................................... 25,000.00
*Legal and Accounting Fees and Expenses.................................................. 10,000.00
*Blue Sky Fees and Expenses (including legal fees and expenses).......................... 2,000.00
*Miscellaneous........................................................................... 6,500.00
-------------
Total................................................................................ $ 51,467.67
-------------
-------------
</TABLE>
- - ------------------------
* Estimated
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, 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 corporation 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
corporation, 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
II-1
<PAGE>
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.
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 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
II-2
<PAGE>
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.
(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.
II-3
<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 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 March 21, 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 1933, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on March 21, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- - ------------------------------------------------------ ---------------------------------------------------------
<C> <S>
*WILLIAM E. BRADFORD
------------------------------------------- Chief Executive Officer and Director (Principal Executive
(William E. Bradford, Director) Officer)
/s/ GEORGE H. JUETTEN
------------------------------------------- Vice President -- Controller (Principal Accounting
(George H. Juetten) Officer)
*B. D. ST. JOHN
------------------------------------------- Vice Chairman of the Board and Director (Principal
(B. D. St. John, Director) Financial Officer)
*SAMUEL B. CASEY, JR.
-------------------------------------------
(Samuel B. Casey, Jr., Director)
*LAWRENCE S. EAGLEBURGER
-------------------------------------------
(Lawrence S. Eagleburger, Director)
*SYLVIA A. EARLE, PH.D.
-------------------------------------------
(Sylvia A. Earle, Ph.D., Director)
*RAWLES FULGHAM
-------------------------------------------
(Rawles Fulgham, Director)
*JOHN A. GAVIN
-------------------------------------------
(John A. Gavin, Director)
*RAY L. HUNT
-------------------------------------------
(Ray L. Hunt, Director)
*J. LANDIS MARTIN
-------------------------------------------
(J. Landis Martin, Director)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
- - ------------------------------------------------------ ---------------------------------------------------------
<C> <S>
*JOHN J. MURPHY
-------------------------------------------
(John J. Murphy, Chairman of the Board
and Director)
*LIONEL H. OLMER
-------------------------------------------
(Lionel H. Olmer, Director)
*JAY A. PRECOURT
-------------------------------------------
(Jay A. Precourt, Director)
*RICHARD W. VIESER
-------------------------------------------
(Richard W. Vieser, Director)
*By: /s/ ALICE A. HINDS
--------------------------------------
Alice A. Hinds
(ATTORNEY-IN-FACT)
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- - ----------- -----------------------------------------------------------------------------------
<S> <C> <C>
*5 Form of opinion of Rebecca R. Morris as to the legality of the securities being
registered.
*23.1 Consent of Rebecca R. Morris is contained in her opinion attached as Exhibit 5.
*23.2 Consent of Price Waterhouse LLP.
*24 Powers of Attorney
</TABLE>
- - ------------------------
* Filed herewith.
<PAGE>
EXHIBIT 5
[DRESSER INDUSTRIES, INC. LETTERHEAD]
March 21, 1996
Dresser Industries, Inc.
2001 Ross Avenue
Dallas, Texas 75201
Re: Registration Statement on Form S-3
Dresser Industries, Inc.
Gentlemen:
Reference is made to the Registration Statement on Form S-3 , as amended or
supplemented (the "Registration Statement"), filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
with respect to the contemplated issuance by Dresser Industries, Inc. (the
"Company") from time to time of up to 500,000 shares of Dresser Industries, Inc.
Common Stock (the "Common Stock") under the Dresser Industries, Inc. Automatic
Dividend Reinvestment Plan (the "Plan"). As Corporate Counsel of the Company, I
have examined such corporate records, certificates and other documents and
questions of law as I deem necessary or appropriate to this opinion.
Based on the foregoing, I am of the opinion that:
(a) The Company has been duly incorporated and is validly existing in good
standing under the laws of the State of Delaware; and
(b) When any of the Common Stock is delivered against payment therefor from
time to time as contemplated by the Registration Statement and the terms
of the Plan, the Common Stock has been duly and validly authorized by
proper corporate proceedings, and such Common Stock so delivered will
have been validly issued, and will be fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to said
Registration Statement and to the use of my name under the caption "Legal
Matters" in the Prospectus contained therein.
Very truly yours,
Rebecca R. Morris
Vice President-Corporate Counsel and
Secretary
<PAGE>
EXHIBIT 23.2
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 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
March 21, 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 500,000 shares of Dresser Industries, Inc.
Common Stock, par value $0.25, which may be offered or sold from time to time
pursuant to the Dresser Industries, Inc. Automatic Dividend Reinvestment
Plan: 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 21st day of March, 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 500,000 shares of Dresser Industries, Inc.
Common Stock, par value $0.25, which may be offered or sold from time to time
pursuant to the Dresser Industries, Inc. Automatic Dividend Reinvestment
Plan: 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 21st day of March, 1996.
/S/ JAY A. PRECOURT
__________________________________
Jay A. Precourt
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 500,000 shares of Dresser Industries, Inc.
Common Stock, par value $0.25, which may be offered or sold from time to time
pursuant to the Dresser Industries, Inc. Automatic Dividend Reinvestment
Plan: 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 21st day of March, 1996.
/S/ RICHARD W. VIESER
__________________________________
Richard W. Vieser
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 500,000 shares of Dresser Industries, Inc.
Common Stock, par value $0.25, which may be offered or sold from time to time
pursuant to the Dresser Industries, Inc. Automatic Dividend Reinvestment
Plan: 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 21st day of March, 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 500,000 shares of Dresser Industries, Inc.
Common Stock, par value $0.25, which may be offered or sold from time to time
pursuant to the Dresser Industries, Inc. Automatic Dividend Reinvestment
Plan: 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 21st day of March, 1996.
/S/ SAMUEL B. CASEY, JR.
__________________________________
Samuel B. Casey, Jr.
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, her true and lawful attorney-in-fact and agent, with full
power of substitution and re-substitution, for her and in her 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 500,000 shares of Dresser Industries, Inc.
Common Stock, par value $0.25, which may be offered or sold from time to time
pursuant to the Dresser Industries, Inc. Automatic Dividend Reinvestment
Plan: 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 she 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 her hand this 21st day of March, 1996.
/S/ SYLVIA A. EARLE
__________________________________
Sylvia A. Earle, Ph.D.
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 500,000 shares of Dresser Industries, Inc.
Common Stock, par value $0.25, which may be offered or sold from time to time
pursuant to the Dresser Industries, Inc. Automatic Dividend Reinvestment
Plan: 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 21st day of March, 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 500,000 shares of Dresser Industries, Inc.
Common Stock, par value $0.25, which may be offered or sold from time to time
pursuant to the Dresser Industries, Inc. Automatic Dividend Reinvestment
Plan: 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 21st day of March, 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 500,000 shares of Dresser Industries, Inc.
Common Stock, par value $0.25, which may be offered or sold from time to time
pursuant to the Dresser Industries, Inc. Automatic Dividend Reinvestment
Plan: 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 21st day of March, 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 500,000 shares of Dresser Industries, Inc.
Common Stock, par value $0.25, which may be offered or sold from time to time
pursuant to the Dresser Industries, Inc. Automatic Dividend Reinvestment
Plan: 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 21st day of March, 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 500,000 shares of Dresser Industries, Inc.
Common Stock, par value $0.25, which may be offered or sold from time to time
pursuant to the Dresser Industries, Inc. Automatic Dividend Reinvestment
Plan: 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 21st day of March, 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 500,000 shares of Dresser Industries, Inc.
Common Stock, par value $0.25, which may be offered or sold from time to time
pursuant to the Dresser Industries, Inc. Automatic Dividend Reinvestment
Plan: 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 21st day of March, 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 500,000 shares of Dresser Industries, Inc.
Common Stock, par value $0.25, which may be offered or sold from time to time
pursuant to the Dresser Industries, Inc. Automatic Dividend Reinvestment
Plan: 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 21st day of March, 1996.
/S/ WILLIAM E. BRADFORD
____________________________________
William E. Bradford
Chief Executive Officer and Director
