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Registration No. 2-81536
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DRESSER INDUSTRIES, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 75-0813641
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2001 Ross Avenue
Dallas, Texas 75201
(Address principal executive offices including zip code)
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DRESSER INDUSTRIES, INC. STOCK PURCHASE PLAN
(Full title of the plan)
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Rebecca R. Morris
Vice President-Corporate Counsel and Secretary
Dresser Industries, Inc.
2001 Ross Avenue
Dallas, Texas 75201
(Name and address of agent for service)
(214) 740-6000
(Telephone number, including area code, of agent for service)
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EXPLANATORY STATEMENT
A total of 2,000,000 shares of common stock of Dresser Industries, Inc. (the
"Company") were registered by Registration Statement on Form S-8, file No.
2-81536, to be issued in connection with the Dresser Industries, Inc. Stock
Purchase Plan (the "SPP"). On September 18, 1997, the Board of Directors of
the Company approved the merger of the SPP into the Dresser Industries, Inc.
Retirement Savings Plan-A, the Dresser Industries, Inc. Retirement Savings
Plan-B and the Dresser Industries, Inc. Deferred Savings Plan. Additionally,
the Board of Directors approved offering an investment option for investing
in the Company's stock to the participants of (a) The Dresser Industries,
Inc. Retirement Savings Plan - A, (b) Dresser Industries, Inc. Retirement
Savings Plan - B, (c) The Dresser Industries, Inc., Union Plan, (d) The
Savings Plan for Bargaining Unit Employees of Texsteam Operations of Dresser
Industries, Inc. and (e) The Dresser Industries, Inc. Deferred Savings Plan
(collectively, the "QUALIFIED PLANS"). The SPP is intended to qualify as an
"employee stock purchase plan" under Section 423 of the Internal Revenue
Code of 1986 while the QUALIFIED PLANS are intended to qualify as employee
savings plan under Section 401(k) of the Internal Revenue Code of 1986, as
amended from time to time. Approximately one million five hundred thousand
(1,500,000) shares of common stock of the Company which were registered in
connection with the SPP have not been issued under the SPP and, pursuant to
Instruction E to Form S-8 and the telephonic interpretation of the Securities
and Exchange Commission set forth at answers no. 89 and 90 in Section G-
Securities Act Forms of the Division of Corporation Finance's Manual of
Publicly Available Telephone Interpretations (July 1997), 550,000 shares of
common stock of the Company are carried forward to, and deemed covered by,
the Registration Statement of Form S-8 filed on or about the date hereof in
connection with the QUALIFIED PLANS.
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PART II
Item 3. Incorporation of Documents by Reference.
This Registration Statement on Form S-8 and Post Effective Amendment No. 1,
File No. 2-81536, is incorporated by reference herein.
Item 5. Interests of Named Experts and Counsel.
The validity of the Securities offered hereby will be passed upon by
Rebecca R. Morris, Vice President - Corporate Counsel and Secretary of the
Company (who owns 10,740 shares of Common Stock and holds options to purchase
an additional 21,650 shares of Common Stock coupled with 4,278 restrictive
incentive stock awards).
Item 8. Exhibits**
*5 Form of opinion of Rebecca R. Morris as to the legality of the
securities being registered.
*23 Consent of Rebecca R. Morris is contained in her opinion attached
as Exhibit 5.
*23.2 Consent of Price Waterhouse LLP.
*24 Power of Attorney.
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* Filed Herewith
**In lieu of an opinion of counsel concerning compliance with the requirements
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")
and an Internal Revenue Service ("IRS") determination letter that the Plans
are qualified under Section 401 of the Internal Revenue Code of 1986, as
amended, the Registrant hereby undertakes to submit the Qualified Plans and
any amendments thereto to the IRS in a timely manner and will make all
changes required by the IRS in order to maintain the qualified status of the
Qualified Plans.
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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-8 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 the 10th day of
November, 1997.
DRESSER INDUSTRIES, INC.
By: /s/ KENNETH J. KOTARA
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Kenneth J. Kotara,
Controller
Pursuant to the requirements of the Securities Exchange Act of 1933,
this registration statement has been signed below by the following persons on
behalf of the Registrant and in the capacities indicated on
November 10, 1997.
SIGNATURE TITLE
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*WILLIAM E. BRADFORD Chairman of the Board, Chief
- ---------------------------------- Executive Officer and Director
(William E. Bradford, Director) (Principal Executive Officer)
/s/GEORGE H. JUETTEN Sr. Vice President and Chief Financial
- ---------------------------------- Officer
(George H. Juetten) (Principal Financial Officer)
/s/KENNETH J. KOTARA Controller
- ---------------------------------- (Principal Accounting Officer)
(Kenneth J. Kotara)
*SAMUEL B. CASEY, JR. *J. LANDIS MARTIN
- ---------------------------------- ----------------------------------
(Samuel B. Casey, Jr., Director) (J. Landis Martin, Director)
*LAWRENCE S. EAGLEBURGER *LIONEL H. OLMER
- ---------------------------------- ----------------------------------
(Lawrence S. Eagleburger, (Lionel H. Olmer, Director)
Director)
*SYLVIA A. EARLE, PH.D. *JAY A. PRECOURT
- ---------------------------------- ----------------------------------
(Sylvia A. Earle, Ph.D., (Jay A. Precourt, Director)
Director)
*RAWLES FULGHAM *DONALD C. VAUGHN
- ---------------------------------- ----------------------------------
(Rawles Fulgham, Director) (Donald C. Vaughn, Director)
*JOHN A. GAVIN *RICHARD W. VIESER
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(John A. Gavin, Director) (Richard W. Vieser, Director)
*RAY L. HUNT
- ----------------------------------
(Ray L. Hunt, Director)
*By: /s/Alice (Ande) Hinds
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Alice (Ande) Hinds
(Attorney-In-Fact)
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INDEX TO EXHIBITS**
Exhibit
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*5 Form of opinion of Rebecca R. Morris as to the legality of the
securities being registered.
*23 Consent of Rebecca R. Morris is contained in her opinion attached
as Exhibit 5.
*23.2 Consent of Price Waterhouse LLP.
*24 Power of Attorney.
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* Filed Herewith
**In lieu of an opinion of counsel concerning compliance with the requirements
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")
and an Internal Revenue Service ("IRS") determination letter that the Plans
are qualified under Section 401 of the Internal Revenue Code of 1986, as
amended, the Registrant hereby undertakes to submit the Qualified Plans and
any amendments thereto to the IRS in a timely manner and will make all
changes required by the IRS in order to maintain the qualified status of the
Qualified Plans.
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-Company Letterhead-
November 10, 1997
Dresser Industries, Inc.
2001 Ross Avenue
Dallas, Texas 75201
Ladies and Gentlemen:
This opinion of counsel is given in connection with a Registration
Statement on Form S-8 (the "Registration Statement") filed by Dresser
Industries, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), relating to the original registration of 2,000,000 shares of
common stock of the Company registered in connection with the Dresser
Industries, Inc. Stock Purchase Plan File No. 2-81536, 550,000 shares of which
are to be carried forward and deemed covered by the Registration Statement on
Form S-8 to be filed on or about the date hereof and subsequently issued
pursuant to The Dresser Industries, Inc. Retirement Savings Plan - A, Dresser
Industries, Inc. Retirement Savings Plan - B, The Dresser Industries, Inc.
Union Plan, The Savings Plan for Bargaining Unit Employees of Texsteam
Operations of Dresser Industries, Inc. and The Dresser Industries, Inc.
Deferred Savings Plan (collectively, the "Qualified Plans").
As a Vice President-Corporate Counsel and Secretary of the Company, I am
familiar with the affairs of the Company, including the action taken by the
Company in connection with the Qualified Plans and the common stock expected to
be issued thereunder.
Based upon the foregoing, it is my opinion that the 550,000 shares of
common stock of the Company, when issued and delivered in accordance with the
terms of the Qualified Plans and applicable Delaware General Corporation Law,
will be duly authorized, validly issued, fully paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the above
referenced Registration Statement.
Very truly yours,
/s/ Rebecca R. Morris
Rebecca R. Morris
Vice President-Corporate Counsel and Secretary
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 27, 1996, appearing page
29 of Dresser Industries, Inc.'s Annual Report on Form 10-K for the year
ended October 31, 1996.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Dallas, Texas
November 10, 1997
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POWER OF ATTORNEY
WITH RESPECT TO THE REGISTRATION STATEMENTS COVERING SECURITIES AND
DERIVATIVE SECURITIES ISSUED BY DRESSER INDUSTRIES, INC. PURSUANT TO
VARIOUS EMPLOYEE AND NON-EMPLOYEE DIRECTOR
BENEFIT PLANS
Each of the undersigned, a director and/or officer of DRESSER INDUSTRIES,
INC. (the "Company"), appoints each Rebecca R. Morris and Alice (Ande)
Hinds, his or her true and lawful attorney-in-fact and agent to do any and
all acts and things and execute any and all instruments which the
attorney-in-fact and agent may deem necessary or advisable in order to enable
the Company to comply with the Securities Act of 1933, as amended (the "Act"),
and any requirements of the Securities and Exchange Commission (the
"Commission") in respect thereof, in connection with a Registration Statement
or Registration Statements and any and all amendments thereto relating to the
issuance and sale of the above-captioned Securities and derivative Securities
as authorized at a meeting of the Board of Directors of the Company held on
September 18, 1997, including but not limited to, power and authority to sign
his or her name (whether on behalf of the Company, or otherwise) to such
Registration Statement or Registration Statements and any amendments thereto,
or any of the exhibits, financial statements and schedules, filed therewith,
and to file them with the Commission. Each of the undersigned further
authorizes the attorneys-in-fact and agents to prepare for distribution one
or more Prospectuses in conformity with the provisions of the Act and in
connection with the Registration Statement or Registration Statements hereby
authorized to file with the Commission. Each of the undersigned ratifies and
confirms all that any of the attorneys-in-fact and agents shall do or cause
to be done by virtue hereof. Any one of the attorneys-in-fact and agents
individually shall have, and may exercise, all the powers conferred by this
instrument.
Each of the undersigned has signed his or her name as of the 18th day of
September, 1997.
/s/ WILLIAM E. BRADFORD /s/ RAY L. HUNT
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(William E. Bradford, Director, Chairman of (Ray L. Hunt, Director)
the Board and Chief Executive Officer)
/s/ SAMUEL B. CASEY, JR. /s/ J. LANDIS MARTIN
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(Samuel B. Casey, Jr., Director) (J. Landis Martin,
Director)
/s/ LAWRENCE S. EAGLEBURGER /s/ LIONEL H. OLMER
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(Lawrence S. Eagleburger, Director) (Lionel H. Olmer,
Director)
/s/ SYLVIA A. EARLE, PH.D. /s/ JAY A. PRECOURT
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(Sylvia A. Earle, Ph.D., Director) (Jay A. Precourt,
Director)
/s/ RAWLES FULGHAM /s/ DONALD C. VAUGHN
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(Rawles Fulgham, Director) (Donald C. Vaughn,
Director, President and
Chief Operating Officer)
/s/ JOHN A. GAVIN /s/ RICHARD W. VIESER
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(John A. Gavin, Director) (Richard W. Vieser,
Director)
