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Registration No. 33-30821
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. 1989 DIRECTOR RETIREMENT 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 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 Directors' retainers in stock and grants of stock options to Directors (the
"Compensation Arrangement"). The Board of Directors also approved amendments to
the Dresser Industries, Inc. Deferred Compensation Plan for Non-Employee
Directors (the "Deferred Compensation Plan") to provide for the 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.
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PART II
Item 3. Incorporation of Documents by Reference.
The Registration Statement on Form S-8 and Post Effective Amendment No. 1,
File No. 33-30821, is incorporated by reference herein.
Item 5. Interest 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 29,250 shares of common stock coupled with 5,798 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
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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 21st 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 21, 1997.
SIGNATURE TITLE
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*WILLIAM E. BRADFORD Chairman of the Board, Chief Executive
- ----------------------------------- Officer and Director (Principal Executive
(William E. Bradford, Director) Officer)
/s/GEORGE H. JUETTEN Sr. Vice President and Chief Financial
- ----------------------------------- Officer (Principal Financial Officer)
(George H. Juetten)
/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)
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INDEX TO 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
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[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 original registration of 200,000 shares of
common stock of the Company registered in connection with the Dresser
Industries, Inc. 1989 Director Retirement Plan File No. 33-30821, 135,300
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. Stock Based
Compensation Arrangement of Non-Employee Directors and the Dresser
Industries, Inc. Deferred Compensation Plan for Non-Employee Directors
(together, the "Plans").
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 Plans and the common stock expected to be
issued thereunder.
Based upon the foregoing, it is my opinion that the 135,300 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,
Rebecca R. Morris
Vice President-Corporate Counsel and Secretary
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[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
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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
- ----------------------------------- ------------------------------------------
(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)
