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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 March 31, 1996
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:
THE M. W. KELLOGG COMPANY EMPLOYEE STOCK PURCHASE PLAN
P.O. Box 4557
Houston, Texas 77210
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
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THE M. W. KELLOGG COMPANY EMPLOYEE STOCK PURCHASE PLAN
INDEX TO PLAN FINANCIAL STATEMENTS
Page
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Report of Independent Accountants 2
Plan Financial Statements:
Statement of Financial Condition 3
Statement of Income and Changes in Plan Equity 4
Notes to Financial Statements 5-6
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants of
The M. W. Kellogg Company
Employee Stock Purchase Plan
In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the financial condition of The
M. W. Kellogg Company Employee Stock Purchase Plan (the Plan) at March 31,
1996, and its income and changes in Plan equity for the period then ended, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based
on our audit. We conducted our audit 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 audit provides a
reasonable basis for the opinion expressed above.
/s/ Price Waterhouse LLP
Houston, Texas
June 26, 1996
2
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THE M. W. KELLOGG COMPANY EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF FINANCIAL CONDITION
MARCH 31, 1996
ASSETS
Dresser Industries, Inc. common stock, $0.25 par
value, at market value of $30.56 per share
(14,785 shares; cost $356,000) $452,000
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Total assets $452,000
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PLAN EQUITY
Plan equity, at cost $356,000
Unrealized appreciation of investments 96,000
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Plan equity, at market 452,000
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Total plan equity $452,000
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See accompanying notes to financial statements.
3
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THE M. W. KELLOGG COMPANY EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
MARCH 31, 1996
Contributions:
Employee contributions $367,000
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Investment income:
Cash dividends on Dresser Industries, Inc.
common stock 6,000
Other increases:
Realized appreciation of investments 5,000
Unrealized appreciation of investments 96,000
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Total increase 474,000
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Distributions to participants:
Cash (22,000)
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Net increase in Plan equity 452,000
Plan equity, beginning of period
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Plan equity, end of period $452,000
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See accompanying notes to financial statements.
4
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THE M. W. KELLOGG COMPANY EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES:
The M. W. Kellogg Company Employee Stock Purchase Plan (the Plan) was
established in April of 1994 to assist eligible employees of The M. W. Kellogg
Company (the Company) acquire and accumulate shares of Dresser Industries,
Inc.'s (Dresser's) common stock through regular and systematic payroll
deductions. The Company supplements the purchase by paying for the
transaction cost of the purchase and other incidental costs of the service.
Reference should be made to the Plan brochure for more complete information.
The Plan began operating in May of 1995.
Substantially all regular, full-time employees of the Company are eligible to
participate in the Plan.
The aggregate amount of each payroll deduction is used to purchase shares of
Dresser's common stock off the open market. The shares purchased are
credited to individual securities accounts established for each participant.
The amount credited is determined by the average share price of the purchase
and the participant's contribution.
A participant can sell all or part of his investment at any time. All
distributions are made in cash and the participant is responsible for all
transaction and service fees associated with the sale of stock held in his
individual securities account. The cost of shares is determined using the
first-in, first-out principle.
The Company may terminate the Plan at any time. Upon termination of the
Plan, a participant's individual securities account can remain open at the
discretion of the employee and the employee can continue to buy, sell and
hold securities; however, different transaction fees and account fees may
apply.
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The accounting records of the Plan are maintained on an accrual basis.
Investments are recorded at market value as determined by the average of the
high and low sales prices of the Dresser common stock on the last business
day of each Plan quarter. The Company pays all of the Plan's administrative
expenses.
NOTE 2 - TAX STATUS OF THE PLAN:
Management does not intend for the Plan to be qualified under section 401(a)
of the Internal Revenue Code or subject to regulation under the Employee
Retirement Income Security Act of 1974 (ERISA).
Participants are liable for income taxes on distributions received on Plan
investments in accordance with the Internal Revenue Code.
6
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
management of The M. W. Kellogg Company Employee Stock Purchase Plan has duly
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
The M. W. Kellogg Company
Employee Stock Purchase Plan
/s/ DAVID L. BARTLETT
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David L. Bartlett
Vice President, Administration
Dated: June 26, 1996
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EXHIBIT INDEX
Exhibit Description
23 Consent of Price Waterhouse LLP
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Dresser Industries, Inc. of our report dated
June 26, 1996 appearing on page 2 in this Form 11-K.
/s/ PRICE WATERHOUSE LLP
Houston, Texas
June 26, 1996
