<PAGE>
- -------------------------------------------------------------------------------
Registration No. 2-81536
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
POST EFFECTIVE AMENDMENT NO. 4 TO
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 PURCHASE PLAN
(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)
--------------------------
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"). Approximately one million (999,859) 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), 999,859 shares are carried forward to, and deemed covered by, the
Registration Statement on Form S-8 filed on or about the date hereof in
connection with the Plan. Subsequent to the transfer of the remaining unsold
shares registered hereunder, it is the Company's intent to terminate
Registration Statement No. 2-81536 by means of this Post-Effective Amendment
No. 4.
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The contents of Registration Statement on Form S-8 and Post Effective
Amendments No. 1, No. 2 and No. 3, File No. 2-81536, are incorporated by
reference herein.
<TABLE>
<CAPTION>
Item 8. Exhibits**
<S> <C>
5 Form of Opinion of Steve Barnett as to the legality of the
Securities being registered. (Incorporated by reference to
Exhibit 5.1 to Registrant's Registration Statement No. 2-81536
on Form S-8).
23 Consent of Steve Barnett is contained in his opinion. (Incorporated
by reference to Exhibit 24.1 to Registrant's Registration Statement
No. 2-81536 on Form S-8).
*23.1 Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney. Power of Attorney for George H. Juetten filed
herewith. (Incorporated by reference to Exhibit 24 to Registrant's
Registration Statement No. 2-81536 on Form S-8 filed on November 12,
1997.)
</TABLE>
- ------------------
* 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 than the Plan is
qualified under Section 401 of the Internal Revenue Code of 1986, as amended,
the Registrant hereby undertakes to submit the Plan 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 Plan.
<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 22nd day of
September, 1998.
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 September 22, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
*WILLIAM E. BRADFORD Chairman of the Board, Chief Executive
- ----------------------------------- Officer and Director (Principal Executive
(William E. Bradford, Director) Officer)
*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)
</TABLE>
<PAGE>
INDEX TO EXHIBITS**
<TABLE>
<CAPTION>
Exhibit No. Description
----------- ------------
<S> <C>
5 Form of Opinion of Steve Barnett as to the legality of the
securities being registered. (Incorporated by reference to
Exhibit 5.1 to Registrant's Registration Statement No. 2-81536
on Form S-8).
23 Consent of Steve Barnett is contained in his opinion. (Incorporated
by reference to Exhibit 24.1 to Registrant's Registration Statement
No. 2-81536 on Form S-8).
* 23.1 Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney. Power of Attorney for George H. Juetten filed
herewith. (Incorporated by reference to Exhibit 24 to Registrant's
Registration Statement No. 2-81536 on Form S-8 filed on
November 12, 1997.)
</TABLE>
- --------------------
* 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 than the Plan is
qualified under Section 401 of the Internal Revenue Code of 1986, as amended,
the Registrant hereby undertakes to submit the Plan 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 Plan.
<PAGE>
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 26, 1997 appearing on page 27
of Dresser Industries, Inc.'s Annual Report on Form 10-K for the year ended
October 31, 1997.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
September 22, 1998
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the "Company"),
hereby constitutes and appoints REBECCA R. MORRIS and ALICE (ANDE) HINDS and
each or either of them, his true and lawful attorney-in-fact and agent, for
him and in his name, place and stead, in any and all capacities, to sign,
execute and file with the Securities and Exchange Commission (the
"Commission") Registration Statement or Registration Statements on Form S-8
and post-effective amendments to Registration Statements on Form S-8,
relating to the registration of participations in, and shares and related
derivative securities of, Dresser Industries, Inc. Common Stock, par value
$0.25, to be issued pursuant to the Dresser Industries, Inc. Stock Purchase
Plan and the Dresser Industries, Inc. Deferred Compensation Plan for
Non-Employee Directors and any subsequent post-effective amendments thereto
with all exhibits and any and all documents required to be filed with respect
thereto. 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 Securities Act of 1933, as amended, and in connection with
the Registration Statement or Registration Statements hereby authorized to
file with the Commission, granting unto said attorneys-in-fact and agents,
and each or either of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each or either of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned Director and/or officer of the Company
has hereunto set his hand this 18th day of September, 1998.
/s/ George H. Juetten
---------------------------------
George H. Juetten
Sr. Vice President and Chief
Financial Officer
