<PAGE>
- -------------------------------------------------------------------------------
Registration No. _______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------
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)
-----------
DRESSER INDUSTRIES, INC. STOCK BASED COMPENSATION ARRANGEMENT
OF NON-EMPLOYEE DIRECTORS
DRESSER INDUSTRIES, INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
-----------
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)
-----------
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Amount to be offering price aggregate offering Amount of
Title of securities to be registered registered (3) per share (4) price (4) registration fee (3)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.25 par value) (1) 50,000 $38.75 $1,937,500.00 $587.12
- -----------------------------------------------------------------------------------------------------------------------
Common Stock ($.25 par value) (2) 1 $38.75 $38.75 $0.01
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement covers shares of common stock of
Dresser Industries, Inc. which may be offered or sold pursuant to
Dresser Industries, Inc. Stock Based Compensation Arrangement for
Non-Employee Directors. In addition, pursuant to Rule 416(c) under
the Securities Act of 1933, this registration statement also covers
an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plans described herein. Pursuant to
Rule 457(h)(2), no separate registration fee is required with respect
to the interests in the plans. This registration statement also
relates to an indeterminate number of shares of common stock that
may be issued upon stock splits, stock dividends or similar transactions
in accordance with Rule 416.
(2) This registration statement covers shares of common stock of
Dresser Industries, Inc. which may be offered or sold pursuant to
Dresser Industries, Inc. Deferred Compensation Plan for Non-Employee
Directors. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered
<PAGE>
or sold pursuant to the employee benefit plans described herein.
Pursuant to Rule 457(h)(2), no separate registration fee is required
with respect to the interests in the plans. This registration statement
also relates to an indeterminate number of shares of common stock that
may be issued upon stock splits, stock dividends or similar
transactions in accordance with Rule 416.
(3) This registration statement is also deemed, pursuant to Instruction E
to Form S-8, to relate to 135,300 shares previously registered on
Form S-8 (No. 33-30821) in connection with the 1989 Director
Retirement Plan, with respect to which a registration fee of $636.76
has been paid. Of those 135,300 shares, 109,800 of those shares are
deemed carried forward to the Stock Based Compensation Arrangement of
Non-Employee Directors and 25,500 of those shares are deemed carried
forward to the Deferred Compensation Plan for Non-Employee Directors.
(4) Computed on the basis of the average of the high and low prices for
common stock on November 19, 1997, which is used as the estimated
offering price solely for the purpose of determining the
registration fee in accordance with Rule 457(c) under the
Securities Act of 1933.
EXPLANATORY STATEMENT
A total of 200,000 shares of common stock of Dresser Industries, Inc. (the
"Company") were registered by Registration Statement on Form S-8, file No.
33-30821, to be issued in connection with the Dresser Industries, Inc. 1989
Director Retirement Plan (the "DRP"). On September 18, 1997, the Board of
Directors of the Company approved the termination of the DRP, payment of part
of the Directors' retainers in stock and grants of stock options to the
Directors (the "Compensation Arrangement"). The Directors also approved
amendments to the Dresser Industries, Inc. Deferred Compensation Plan for
Non-Employee Directors (the "Deferred Compensation Plan") to provide for
payment in Company common stock of common stock equivalents credited to
accounts of participants in accordance with the terms of the Deferred
Compensation Plan (the "Obligations"). Approximately one hundred thirty-five
thousand three hundred (135,300) shares of common stock of the Company which
were registered in connection with the DRP have not been issued under the DRP
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), 135,300
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
Compensation Arrangement and the Deferred Compensation Plan.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Company (File No.
1-4003) 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, 1996;
2. The Company's Quarterly Reports on Form 10-Q for the periods
ended January 31, 1997, April 30, 1997 and July 31, 1997;
3. The description of the Common Stock contained in Exhibit 1 to
the Registration Statement on Form 8-A filed by the Company
with the Commission August 30, 1990, as amended by Amendment
No. 1 on Form 8 filed with the Commission on October 3, 1990;
and
4. The description of the Dresser Stock Purchase Rights contained
in Exhibit 1 to the Registration Statement on Form 8-A filed
by the Company with the Commission 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 of this registration statement
and prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein
by reference 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.
<PAGE>
Item 4. Description of Securities
The Dresser Industries, Inc. Deferred Compensation Plan for Non-Employee
Directors (the "Plan") is a nonqualified deferred compensation plan for
non-employee Directors of Dresser Industries, Inc. (the "Company"). The
Plan provides participants with the opportunity to defer all or part of their
retainer and fees in accordance with the terms of the Plan.
Amounts deferred pursuant to the Plan will be credited by book entry to
the participant's deferred compensation account as stock equivalents. All
such amounts shall be held in the general funds of the Company and each
participant will have the status of a general unsecured creditor of the
Company with respect to his or her deferred compensation account. The value
of a participant's deferred compensation account will be determined as if the
deferred compensation had been invested in shares of the Company's common stock.
The obligations of the Company under the Plan (the "Obligations") will be
unsecured general obligations of the Company to pay in the future shares of
the Company's common stock (or in the case of certain amounts) deferred
prior to November 1, 1997, an equivalent amount of cash) in accordance with
the terms of the Plan. The Obligations will rank equally with the other
unsecured and unsubordinated indebtedness of the Company from time to time
outstanding. Benefits will be distributed when a participant ceases to hold
office as a Director, reaches an age at which he or she may earn unlimited
amounts without penalty under the Social Security Act or a specified number
of years as elected by the participant.
A participant's interest in his or her deferred compensation
account cannot be assigned, transferred, garnished, pledged or encumbered.
The Company reserves the right to amend, modify or terminate the Plan at
any time and from time to time, except that no such amendment, modification
or termination may reduce the amount credited to an account or change the
time, method or manner of distribution.
The Obligations convert into securities of the Company upon distribution.
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 6. Indemnification of Directors and Officers
Pursuant to Section 145 of the Delaware General Corporation Law (the
"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
<PAGE>
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 shall be made,
with respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors,
even though less than a quorum, or (3) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion,
or (4) 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 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 DGCL.
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 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
4.1 Restated Certificate of Incorporation of Registrant and
amendments thereto. (Incorporated by reference to
Exhibit 3(i) to Registrant's Form 10-Q/A for the Quarter
ended April 30, 1996).
4.2 By-Laws, as amended of Registrant. (Incorporated by reference
to Exhibit 3.2 to Registrant's Form 10-K for the year ended
1996).
4.3 Rights Agreement dated August 16, 1990, between Registrant and
Bank of New York as successor to Harris Trust Company of New
York as Rights Agent. (Incorporated by reference to Exhibit 1
to Registration Statement on Form 8-A filed on August 30, 1990
as amended by Amendment No. 1 on Form 8 filed on October 3,
1990).
*4.4 Stock Based Compensation Arrangement of Non-Employee Directors.
*4.5 Dresser Industries, Inc. Deferred Compensation Plan for Non-Employee
Directors as restated and amended effective November 1, 1997.
*5 Form of opinion of Rebecca R. Morris as to the legality of the
securities being registered.
*23 Consent of Price Waterhouse LLP.
*24 Power of Attorney.
- --------------
* Filed Herewith
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, 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;
<PAGE>
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this
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; and
(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 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.
<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-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 21st day of
November, 1997.
DRESSER INDUSTRIES, INC.
By: /s/ KENNETH J. KOTARA
-------------------------------
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 21, 1997.
SIGNATURE TITLE
--------- -----
*WILLIAM E. BRADFORD Chairman of the Board, Chief
- ------------------------------------- Executive Officer and Director
(William E. Bradford, Director) (Principal Executive Officer)
/s/ GEORGE H. JUETTEN Senior 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, Director) (Lionel H. Olmer, Director)
*SYLVIA A. EARLE, PH.D. *JAY A. PRECOURT
- ------------------------------------- -------------------------------------
(Sylvia A. Earle, Ph.D., Director) (Jay A. Precourt, Director)
*RAWLES FULGHAM *DONALD C. VAUGHN
- ------------------------------------- -------------------------------------
(Rawles Fulgham, Director) (Donald C. Vaughn, Director)
*JOHN A. GAVIN *RICHARD W. VIESER
- ------------------------------------- -------------------------------------
(John A. Gavin, Director) (Richard W. Vieser, Director)
*RAY L. HUNT
- -------------------------------------
(Ray L. Hunt, Director)
*By: /s/ Alice (Ande) Hinds
--------------------------------
Alice (Ande) Hinds
(Attorney-In-Fact)
<PAGE>
INDEX TO EXHIBITS
4.1 Restated Certificate of Incorporation of Registrant and
amendments thereto. (Incorporated by reference to
Exhibit 3(i) to Registrant's Form 10-Q/A for the Quarter
ended April 30, 1996).
4.2 By-Laws, as amended of Registrant. (Incorporated by reference
to Exhibit 3.2 to Registrant's Form 10-K for the year ended
1996).
4.3 Rights Agreement dated August 16, 1990, between Registrant and
Bank of New York as sucessor to Harris Trust Company of New
York as Rights Agent. (Incorporated by reference to Exhibit 1
to Registration Statement on Form 8-A filed on August 30, 1990
as amended by Amendment No. 1 on Form 8 filed on October 3,
1990).
*4.4 Stock Based Compensation Arrangement of Non-Employee Directors.
*4.5 Dresser Industries, Inc. Deferred Compensation Plan for Non-Employee
Directors as restated and amended effective November 1, 1997.
*5 Form of opinion of Rebecca R. Morris as to the legality of the
securities being registered.
*23 Consent of Price Waterhouse LLP.
*24 Power of Attorney.
- -----------------
* Filed Herewith
<PAGE>
STOCK-BASED COMPENSATION ARRANGEMENT OF NON-EMPLOYEE DIRECTORS
Effective 11/1/97
Annual retainer - 1,000 shares of 25 CENTS par value common stock of the
Company beginning on the date of the 1998 Annual Meeting of
Shareholders with a transition payment of 500 shares in November 1997
Stock options - Annual grant of options to purchase 1,000 shares of the
Company's common stock on similar terms and conditions to stock
options granted to officers of the Company beginning on the date of
the 1998 Annual Meeting of Shareholders with a transition grant of 500
shares in November 1997
In each case, the number of shares will adjusted on the same basis as the number
of employee stock options in the event of a stock split or other change in
capital structure.
Deferred Compensation Plan for Non-Employee Directors
All or any part of compensation may be deferred. Deferrals will be credited
solely in stock equivalents, and payment of benefits will be made solely in
shares of the Company's 25 CENTS par value common stock.
<PAGE>
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Page 1
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DRESSER INDUSTRIES, INC.
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 1, 1997
The terms of this restatement are in effect for compensation described in
Section 1, paid after November 1, 1997. Compensation paid prior to November 1,
1997 shall be governed by the terms of the prior Plan as amended effective
January 21, 1993.
1. ELIGIBILITY AND PURPOSE
Each member of the Board of Directors (the "Board") of Dresser Industries,
Inc. (the "Company") who is not an employee of the Company or its
subsidiaries shall be eligible to participate in the Dresser Industries,
Inc. Deferred Compensation Plan for Non-employee Directors (the "Plan").
Any such member who elects to participate in the Plan (the "Director")
shall thereby defer the receipt of all or any portion of the annual cash or
stock retainer, meeting and committee fees payable by the Company to such
member for serving as a member of the Board or one or more of its
committees.
2. DEFERRAL OF COMPENSATION
The Director may defer all or any portion of the compensation described in
Section 1 hereof by executing such form as the Secretary of the Company may
prescribe and delivering such form to the Secretary prior to the first day
of the Company's fiscal year for which the election is to be effective. An
election made in this manner will only be applicable to compensation earned
after the effective date of the election. The amount of compensation
deferred shall not be paid or distributed to the Director except in
accordance with the provisions of Section 5 hereof.
3. DEFERRED COMPENSATION ACCOUNT
The Company shall establish a Deferred Compensation Account (the "Account")
for the Director. As of the date payments described in Section 1 hereof
otherwise would be made to the Director, the Company shall credit to the
Account, in stock equivalents, as hereinafter provided, that amount of the
compensation described in Section 1 hereof which the Director has elected
to defer.
4. STOCK CREDITS
a. As of the date payments described in section 1 hereof otherwise would
be made to the Director, the amount due the Director shall be credited
to the Account as a stock allotment. The Account shall be credited
with a stock equivalent which shall be equal to (a) to the number
of shares of the Company's 25 CENTS Par Value Common Stock (the
"Common Stock") that could be purchased with the dollar amount of
the allotment using the average closing price of such stock on the
New York Stock Exchange for the last twenty (20) trading days
preceding the date the Account is credited.
<PAGE>
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Page 2
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(1) The Account shall also be credited as of the payment date for
each dividend on the Common Stock with additional stock
equivalents computed as follows: The dividend paid, either in
cash or property (other than Common Stock), upon a share of
Common Stock to a shareholder of record shall be multiplied by
the number of stock equivalents in the Account and the product
thereof shall be divided by the average closing price of the
Common Stock on the New York Stock Exchange for the last twenty
(20) trading days preceding the dividend payment date. In the
case of dividends payable in property, the amount paid shall be
based on the fair market value of the property at the time of
distribution of the dividend, as determined by the Company.
(2) In the event of any change in the Common Stock, upon which the
stock equivalency hereunder is based, by reason of a merger,
consolidation, reorganization, recapitalization, stock dividend,
stock split, combination or exchange of shares, or any other
change in the corporate structure, the number of shares credited
to the Account shall be appropriately adjusted.
5. DISTRIBUTION
a. At the Director's election, the balance in the Account shall be paid
out to the Director when:
(1) The Director ceases to hold office as a member of the Board; or
(2) The Director reaches an age at which the Director may earn
unlimited amounts without penalty under the Social Security Act
and the regulations promulgated thereunder; or
(3) The period of years from the date deferral of compensation
commences which the Director specified has elapsed.
Except as otherwise provided herein, the balance in the Account shall
be paid either in a lump sum or in annual installments, but not to
exceed 10 annual installments (the "Payout Period"). The amount of
each annual installment shall be determined as of the first day of the
year in which payment is to be made by dividing the then balance in
the Account by the then remaining number of years in the Payout
Period. The lump sum or first monthly installment shall be made
<PAGE>
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Page 3
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as promptly as is convenient to the Company following the end of the
calendar year in which the event referred to in this Section 5.a.
elected by the Director occurs, provided that prior to the
individual's retirement as a Director, death or disability, payment
shall not be made with respect to any credited stock equivalent within
six months of the date on which said stock equivalent was credited.
b. In the event of the death of the Director prior to distribution of the
balance in the Account in a lump sum or, if annual installments have
been elected, the end of the Payout Period, the balance in the Account
shall be payable in a lump sum to the beneficiary or beneficiaries
designated in the Director's will or, if there is no such designation,
to the Director's personal representative.
c. The provisions of this Plan shall apply to and be binding upon the
beneficiaries, distributees and personal representatives, and other
successors in interest of the Director.
d. Distribution of stock equivalents in the Account shall be made in
stock.
e. The Company shall deduct from all distributions hereunder any taxes
required to be withheld by the federal or any state or local
government.
6. MISCELLANEOUS
a. The election to defer compensation shall be irrevocable as to amounts
earned in the fiscal year following the year in which the election is
made, and also for any subsequent fiscal year, unless such subsequent
fiscal year commences at least ten (10) days after a change or
alteration has been made as hereinafter provided for. Any change or
alteration with respect to amounts earned in any subsequent fiscal
year may be made by delivering to the Secretary of the Company, not
later than ten (10) days preceding the first day of the fiscal year to
which such change, alteration or revocation is applicable, a new form
reflecting such change, alteration or revocation.
b. Neither the Director nor any other person shall have any interest in
any fund or in any specific asset of the Company by reason of amounts
credited to the Account of a Director hereunder, nor the right to
exercise any of the rights or privileges of a shareholder with respect
to any stock equivalents credited to the Account, nor the right to
receive any distribution under this Plan except as and to the extent
expressly provided for in this Plan.
c. The interest of the Director under this Plan shall not be assignable,
either by voluntary assignment or by operation of law, and any
assignment of such interest, whether voluntary or by operation of law,
shall be ineffective to
<PAGE>
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Page 4
- -------------------------------------------------------------------------------
transfer the Director's interest. Amounts payable under the Plan
shall be transferable only by will or by the laws of descent and
distribution.
d. The Company hereby reserves the right to amend, modify, terminate or
discontinue the Plan at any time; provided however, no such action
shall reduce the amounts then credited to the Account of the Director,
nor change the time, method or manner of distribution of such amount.
e. Nothing contained herein shall impose any obligation on the Company to
continue the tenure of a Director beyond the term for which he may
have been elected or retained.
f. This Plan shall be interpreted by and all questions arising in
connection therewith shall be determined by the Board, whose
interpretation or determination, when made in good faith, shall be
conclusive and binding.
IN WITNESS WHEREOF, the Company has caused this Plan, as amended, to be
executed for and in its name and its corporate seal to be hereto affixed and
attested by its duly authorized Secretary this ___ day of _____________ , 1997.
DRESSER INDUSTRIES, INC.
By:
-------------------------------
Chairman
ATTEST:
- ------------------------------
Secretary
<PAGE>
-Company Letterhead-
November 21, 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 registration of 185,301 shares of common
stock of the Company (which includes 135,300 shares of common stock
registered but not issued in connection with the Dresser Industries, Inc.
1989 Director Retirement Plan) to be issued pursuant to the Company's Stock
Based Compensation Arrangement of Non-Employee Directors (the "Compensation
Arrangement") and the Company's Deferred Compensation Plan for Non-Employee
Directors (the "Deferred Compensation Plan").
As 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 Compensation Arrangement and the Deferred
Compensation Plan (together, the "Plans") and the common stock expected to be
issued thereunder.
Based upon the foregoing, it is my opinion that the 185,301 shares of
common stock of the Company, when issued and delivered in accordance with the
terms of the 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
<PAGE>
[PRICE WATERHOUSE LOGO]
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 on
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 21, 1997
<PAGE>
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
- --------------------------------------- ---------------------------------------
(William E. Bradford, Director, (Ray L. Hunt, Director)
Chairman of the Board and Chief
Executive Officer)
/s/ SAMUEL B. CASEY, JR. /s/ J. LANDIS MARTIN
- --------------------------------------- ---------------------------------------
(Samuel B. Casey, Jr., Director) (J. Landis Martin, Director)
/s/ LAWRENCE S. EAGLEBURGER /s/ LIONEL H. OLMER
- --------------------------------------- ---------------------------------------
(Lawrence S. Eagleburger, Director) (Lionel H. Olmer, Director)
/s/ SYLVIA A. EARLE, PH.D. /s/ JAY A. PRECOURT
- --------------------------------------- ---------------------------------------
(Sylvia A. Earle, Ph.D., Director) (Jay A. Precourt, Director)
/s/ RAWLES FULGHAM /s/ DONALD C. VAUGHN
- --------------------------------------- ---------------------------------------
(Rawles Fulgham, Director) (Donald C. Vaughn, Director, President
and Chief Operating Officer)
/s/ JOHN A. GAVIN /s/ RICHARD W. VIESER
- --------------------------------------- ---------------------------------------
(John A. Gavin, Director) (Richard W. Vieser, Director)
