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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
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934
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:
DRESSER INDUSTRIES, INC. STOCK PURCHASE PLAN
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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DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
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DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
INDEX TO PLAN FINANCIAL STATEMENTS
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Page
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Report of Independent Accountants 1
Plan Financial Statements:
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-6
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes
at December 31, 1996 Schedule 1
Schedule of Reportable Transactions Schedule 2
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[LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Stock Purchase Plan
Committee of the Dresser Industries, Inc.
Stock Purchase Plan
In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the net assets available for benefits
of the Dresser Industries, Inc. Stock Purchase Plan (the Plan) at December 31,
1996 and 1995, and the changes in its net assets available for benefits for the
years 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 audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audits 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.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules 1 and 2 is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by the Employee Retirement Income Security Act of 1974. Such
information has been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ Price Waterhouse LLP
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PRICE WATERHOUSE LLP
Dallas, Texas
June 2, 1997
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DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31,
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1996 1995
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ASSETS
Due from Dresser Industries, Inc. $ 2,927 $ 30,213
Dresser Industries, Inc. common stock at market
(1996 - 844,792 shares; cost $13,411,557
1995 - 908,231 shares; cost $13,334,387) 26,399,750 22,081,366
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Total assets 26,402,677 22,111,579
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LIABILITIES
Book overdraft 2,673 30,470
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Net assets available for benefits $ 26,400,004 $22,081,109
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See accompanying notes to financial statements.
2
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DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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Year Ended December 31,
-----------------------
1996 1995
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ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Employees $ 1,078,861 $ 852,550
Employer 208,714 188,103
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Total contributions 1,287,575 1,040,653
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Investment income:
Cash dividends on Dresser Industries, Inc.
common stock 571,019 616,800
Interest 10,257 8,415
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Total investment income 581,276 625,215
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Other increases:
Net appreciation in fair value of investments 6,203,161 4,876,388
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Total additions 8,072,012 6,542,256
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants:
Cash 2,052 1,313
Stock, at market 3,751,065 2,635,116
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Total deductions 3,753,117 2,636,429
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Net increase 4,318,895 3,905,827
Net assets available for benefits:
Beginning of year 22,081,109 18,175,282
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End of year $ 26,400,004 $22,081,109
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See accompanying notes to financial statements.
3
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DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF THE PLAN
The Stock Purchase Plan (the Plan) was established to assist eligible
employees of Dresser Industries, Inc. (Dresser) to acquire and accumulate
shares of common stock of Dresser through payroll deductions. Dresser
supplements the contributions of employees who have four or more years of
service. Reference should be made to the Plan document for more complete
information.
Substantially all employees of Dresser having at least one year of
employment with Dresser (as defined in the Plan document), except its
officers and directors, are eligible to participate in the Plan. Employees
represented by a union can participate only if eligibility is afforded to
them as a result of collective bargaining. No employee may contribute to
the Plan during the same calendar year quarter in which contributions are
made to any other qualified defined contribution plan sponsored by Dresser
other than a 401(k) plan.
Amounts contributed by the participants and Dresser and cash dividends
received from Dresser, if any, are transferred to a trust fund which
purchases shares of common stock for the accounts of participants. Common
stock of Dresser is purchased on a quarterly basis. At December 31, 1996
and 1995, Dresser common stock shown on the accompanying statement of net
assets includes 14,797 and 19,282 shares, respectively, issuable by
Dresser, based on contributions and investment earnings for the quarters
then ended. These shares were issued on January 30, 1997 and January 22,
1996, respectively.
Common stock, plus cash for any partial share credited to a participant's
account, will be distributed to the participant (or the participant's
designated beneficiary or estate) in full after the end of a quarter in
which a participant becomes eligible for a distribution due to permanent
disability, death, retirement, or termination of employment. Prior to
termination of employment, shares can be distributed to a participant upon
voluntary withdrawal from the Plan or for emergencies at the discretion of
the Stock Purchase Plan Committee as provided in the Plan document.
The Plan's assets, which consist principally of Dresser common stock, are
held in safekeeping for custodial purposes by an independent bank.
Contributions are managed by the trustee, which invests cash received,
interest and dividend income, and makes distributions to participants.
Certain administrative functions are performed by officers or employees of
Dresser. No such officer or employee receives compensation from the Plan.
Dresser may terminate the Plan at any time. Upon termination of the Plan,
the trustee will distribute to each participant the balance in such
participant's account.
4
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DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accounting records of the Plan are maintained on an accrual basis in
accordance with generally accepted accounting principles.
INVESTMENT VALUATION AND INCOME RECOGNITION
Investments are recorded at market value as determined by the average of
the high and low sales prices of Dresser common stock on the last business
day of the Plan quarter.
Dividend income is applied to the purchase of stock in the quarter in which
the dividend is declared for participants who have balances as of the date
of record.
EXPENSES
Dresser pays all of the Plan's administrative expenses.
3. TAX STATUS OF THE PLAN
Management believes the Plan is qualified under section 401(a) of the
Internal Revenue Code and, therefore, the trust is exempt from taxation
under section 501(a). The Internal Revenue Service (IRS) granted a
favorable letter of determination to the Plan on November 1, 1995.
Generally, employer contributions to a qualified plan are deductible by
Dresser when made. Earnings of the trust are tax exempt and participants
are not taxed on their benefits until withdrawn from the Plan.
Management believes the Plan is qualified under the applicable sections of
the Internal Revenue Code and the Employee Retirement Income Security Act
of 1974 (ERISA). The Plan has complied with the fidelity bonding
requirements of ERISA.
4. PARTICIPANTS WITHDRAWN AT YEAR-END
Plan assets totaling $85,985 and $69,659 relate to participants who have
withdrawn from the Plan but have not yet been paid at December 31, 1996 and
1995, respectively.
5
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DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
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5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for Plan benefits
per the financial statements to the Form 5500:
December 31,
1996
------------
Net assets available for Plan benefits
per the financial statements $ 26,400,004
Less: benefit obligations currently payable (Note 4) 85,985
------------
Net assets available for Plan benefits
per the Form 5500 $ 26,314,019
------------
------------
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year Ended
December 31,
1996
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Benefits paid to participants per the
financial statements $ 3,753,117
Add: benefit obligations currently payable (Note 4) 85,985
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Benefits paid to participants per the Form 5500 $ 3,839,102
------------
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Amounts currently payable to or for participants, dependents and
beneficiaries are recorded on the Form 5500 for benefit claims that have
been processed and approved for payment prior to December 31, but not yet
paid as of that date.
6
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DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
ITEM 27a FORM 5500--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996 SCHEDULE 1
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IDENTITY OF ISSUER, BORROWER, DESCRIPTION OF INVESTMENT
LESSOR, OR SIMILAR PARTY INCLUDING PAR VALUE COST CURRENT VALUE
- ----------------------------- ------------------------- ----------- ------------
Dresser Industries, Inc. 844,792 shares of common $13,411,557 $26,399,750
stock, $.25 par value
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DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
ITEM 27d FORM 5500--SCHEDULE OF REPORTABLE TRANSACTIONS(a)
YEAR ENDED DECEMBER 31, 1996 SCHEDULE 2
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<TABLE>
EXPENSES CURRENT VALUE
INCURRED OF ASSET ON NET
PURCHASE SELLING LEASE WITH TRANSACTION GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSETS PRICE PRICE RENTAL TRANSACTION COST OF ASSET DATE (LOSS)
- -------------------------- --------------------- -------- ------- ------ ----------- ------------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
TOTAL OF QUARTERLY
TRANSACTIONS
Dresser Industries, Inc.* 61,712 shares of
Dresser Industries,
Inc. common stock $1,866,651 $ - $ - $ - $1,866,651 $1,866,651 $ -
</TABLE>
(a) Transactions in excess of five percent of the current value of the Plan's
assets as of January 1, 1996 as defined in Section 2520.103-6 of the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under ERISA.
* Party-In-Interest
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Stock Purchase Plan Committee has duly caused this Annual Report to be signed
on its behalf by the undersigned thereunto duly authorized.
DRESSER INDUSTRIES, INC.
STOCK PURCHASE PLAN
/s/ Paul M. Bryant
----------------------------
Paul M. Bryant, Chairman
Stock Purchase Plan Committee
June 27, 1997
9
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EXHIBIT INDEX
Exhibit Description
23 Consent of Price Waterhouse LLP
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[LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 (No. 2-81536) of
Dresser Industries, Inc. Stock Purchase Plan of our report dated June 2, 1997
on Form 11-K for the year ended December 31, 1996.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Dallas, Texas
June 27, 1997
