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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, 1997
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
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, 1997 and
1996, and its income and changes in Plan equity for the periods then ended, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our 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
audits provide a reasonable basis for the opinion expressed above.
/s/ PRICE WATERHOUSE LLP
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PRICE WATERHOUSE LLP
Houston, Texas
May 7, 1997
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THE M. W. KELLOGG COMPANY EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF FINANCIAL CONDITION
MARCH 31,
-------------------
1997 1996
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ASSETS
Dresser Industries, Inc. common stock, $0.25
par value, at market value of $30.25 per
share (25,983 shares; cost $709,000) and
$30.56 per share (14,785 shares; cost
$356,000) $786,000 $452,000
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Total assets $786,000 $452,000
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PLAN EQUITY
Plan equity, at cost $709,000 $356,000
Unrealized appreciation of investments 77,000 96,000
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Plan equity, at market 786,000 452,000
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Total plan equity $786,000 $452,000
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The accompanying notes are an integral part of this statement.
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THE M. W. KELLOGG COMPANY EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
MARCH 31,
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1997 1996
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Contributions:
Employee contributions $429,000 $367,000
Investment income:
Cash dividends on Dresser Industries, Inc. common stock 15,000 6,000
Other increases:
Realized appreciation of investments 5,000
Unrealized appreciation of investments 96,000
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Total increase 444,000 474,000
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Distributions to participants:
Cash (90,000) (22,000)
Other decreases:
Realized depreciation of investments (1,000)
Unrealized depreciation of investments (19,000)
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Total decrease (110,000) (22,000)
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Net increase in Plan equity 334,000 452,000
Plan equity, beginning of period 452,000
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Plan equity, end of period $786,000 $452,000
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The accompanying notes are an integral part of this statement.
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 complete information. The Plan began
operating in May 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.
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.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
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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/ TOM E. GILES
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Tom E. Giles
Senior Vice President, Legal
Date: June 23, 1997
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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23 Consent of Independent Accountants
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Dresser Industries, Inc. (33-52989) of our report dated
May 7, 1997 appearing on page 2 in this Form 11-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Houston, Texas
June 23, 1997
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