FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 1997.
Commission file number 1-4003
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)
POST OFFICE BOX 718 75221 (P.O. Box)
2001 ROSS AVENUE, DALLAS, TEXAS 75201
(Address of principal executive (Zip Code)
offices)
(Registrant's telephone number, including area code) (214) 740-6000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock, Par Value 25 cents New York Stock Exchange, Inc.
Per Share Pacific Exchange, Inc.
Baroid Corporation 8% Guaranteed New York Stock Exchange, Inc.
Senior Notes due 2003
Preferred Stock Purchase Rights New York Stock Exchange, Inc.
Pacific Exchange, Inc.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
The aggregate market value of the voting stock (based on the closing price on
the New York Stock Exchange as of January 7, 1998) held by non-affiliates of the
registrant was approximately $6,887 million.
As of January 7, 1998, there were 175,524,280 shares of Dresser Industries, Inc.
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Sections of Registrant's Notice of 1998 Annual Meeting of Shareholders and Proxy
Statement (Part III).
EXPLANATORY STATEMENT
Amendment No. 1 to the Annual Report on Form 10-K for Dresser Industries, Inc.
(The "Company") for fiscal year end October 31, 1997 is being filed to amend
Item 14, Exhibit 3.2 to delete the By-Laws of the Company as originally filed.
It was anticipated that the By-Laws filed in the Form 10-K for fiscal year ended
October 31, 1997 would become effective as of the date of the Company's 1998
Annual Meeting (March 19, 1998); however, the Company's 1998 Annual Meeting has
been indefinitely postponed due to the Company's proposed merger with
Halliburton Company. The By-Laws as filed with the Company's Annual Report on
Form 10-K for fiscal year end 1996 are still in effect as noted in the amended
Exhibit 3.2 attached.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) List of Financial Statements, Financial Statement Schedules and
Exhibits.
(1) and (2) - Response to this portion of Item 14 is submitted as a
separate section of this report.
(3) Response to this portion of Item 14 is submitted as a separate
section of this report.
(b) Reports on Form 8-K.
None.
(c) Exhibits - Response to this portion of Item 14 is submitted as a
separate section to this report. Management contracts or compensatory
plans or arrangements in which Directors or executive officers
participate are included in Exhibits 10.1 - 10.27.
(d) Financial Statement Schedules - The response to this portion of Item
14 is submitted as a separate section of this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on April 16, 1998.
DRESSER INDUSTRIES, INC.
By: /s/ Kenneth J. Kotara
----------------------------------------
Kenneth J. Kotara
Controller
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
3.1 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).
3.2 By-Laws, as amended, of Registrant. (Incorporated by reference to
Exhibit 3.2 to Registrant's Form 10-K for the period ended
October 31, 1996).
4.1 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).
4.2 Form of Indenture, between Dresser Industries, Inc. and
NationsBank of Texas, N.A., as Trustee, for unsecured debentures,
notes and other evidences of indebtedness. (Incorporated by
reference to Exhibit 4.1 to Registrant's Registration Statement
on Form S-3, Registration No. 33-59562).
4.3 Form of Indenture, between Baroid Corporation and Texas Commerce
Bank National Association, as Trustee, for 8% Senior Notes due
2003. (Incorporated by reference to Exhibit 4.01 to the
Registration Statement on Form S-3, Registration No. 33-60174).
4.4 Form of Supplemental Indenture, between Dresser Industries, Inc.,
Baroid Corporation and Texas Commerce Bank N.A. as Trustee, for
8% Guaranteed Senior Notes due 2003. (Incorporated by reference
to Exhibit 4.3 to Registration Statement on Form S-4 filed by
Baroid Corporation, Registration No. 33-53077).
4.5 Form of Indenture, between Dresser Industries, Inc. and Texas
Commerce Bank National Association, Trustee, for 7.60% Debentures
due 2096. (Incorporated by reference to Exhibit 4 to the
Registration Statement on Form S-3 as amended, Registration No.
333-01303).
4.6 Form of Supplemental Indenture, between Dresser Industries, Inc.
and Texas Commerce Bank National Association, Trustee, for 7.60%
Debentures due 2096. (Incorporated by reference to Exhibit 4.1
to the Registrant's Form 8-K filed on August 9, 1996).
10.1 Dresser Industries, Inc. Deferred Compensation Plan.
(Incorporated by reference to Exhibit A to Registrant's Proxy
Statement dated February 11, 1966, filed pursuant to Regulation
14A, File No. 1-4003).
10.2 Dresser Industries, Inc. Short-Term Deferred Compensation Plan.
(Incorporated by reference to Exhibit 10(b) to Registrant's Form
10-Q/A for the year ended October 31, 1992).
INDEX TO EXHIBITS (Con't.)
EXHIBIT DESCRIPTION
10.3 Dresser Industries, Inc. Retirement Income Plan under ERISA, as
amended effective May 1, 1984, and Amendments No. 1, 2 and 3
thereto. (Incorporated by reference to Exhibit 10(d) to
Registrant's Form 10-K for the year ended October 31, 1986).
10.4 Dresser Industries, Inc. Consolidated Salaried Retirement Plan,
as amended by restatement effective May 1, 1994. (Incorporated
by reference to Exhibit 10.4 to Registrant's Form 10-K for the
year ended October 31, 1994).
10.5 Amendments No. 1 and 2 to the Dresser Industries, Inc.
Consolidated Salaried Retirement Plan, as amended and restated
effective May 1, 1994. (Incorporated by reference to Exhibit
10.5 to Registrant's Form 10-K for the year ended October 31,
1995).
10.6 Dresser Industries, Inc. 1982 Stock Option Plan. (Incorporated
by reference to Exhibit A to Registrant's Proxy Statement dated
February 12, 1982, filed pursuant to Regulation 14A, File No. 1-
4003).
10.7 ERISA Excess Benefit Plan for Dresser Industries, Inc. as amended
and restated effective June 1, 1995. (Incorporated by reference
to Exhibit 10.7 to Registrant's Form 10-K for the year ended
October 31, 1995).
10.8 ERISA Compensation Limit Benefit Plan for Dresser Industries,
Inc., as amended and restated effective June 1, 1995.
(Incorporated by reference to Exhibit 10.8 to Registrant's Form
10-K for the year ended October 31, 1995).
10.9 Supplemental Executive Retirement Plan of Dresser Industries,
Inc., as amended and restated effective January 1, 1998.
(Incorporated by reference to Exhibit 10.9 to Registrant's Form
10-K for the period ended October 31, 1997).
10.10 Dresser Industries, Inc. Deferred Compensation Plan for Non-
employee Directors, as restated and amended effective November 1,
1997. (Incorporated by reference to Exhibit 4.5 to Registration
Statement on Form S-8, Registration No. 333-40829).
10.11 Dresser Industries, Inc. 1989 Restricted Incentive Stock Plan.
(Incorporated by reference to Exhibit A to Registrant's Proxy
Statement dated February 10, 1989, filed pursuant to Regulation
14A, File No. 1-4003).
10.12 The M.W. Kellogg Company Retirement Plan, as amended and restated
effective January 1, 1989. (Incorporated by reference to Exhibit
10.15 to Registrant's Form 10-K for the year ended October 31,
1995).
10.13 Long Term Performance Plan for Selected Employees of The M.W.
Kellogg Company. (Incorporated by reference to Exhibit 10(r) to
Registrant's Form 10-K for the year ended October 31, 1991).
10.14 Dresser Industries, Inc. 1992 Stock Compensation Plan.
(Incorporated by reference to Exhibit A to Registrant's Proxy
Statement dated February 7, 1992, filed pursuant to Regulation
14A, File No. 1-4003).
INDEX TO EXHIBITS (Con't.)
EXHIBIT DESCRIPTION
10.15 Amendments No.1 and 2 to Dresser Industries, Inc. 1992 Stock
Compensation Plan. (Incorporated by reference to Exhibit A to
Registrant's Proxy Statement dated February 6, 1995, filed
pursuant to Regulation 14A, File No. 1-4003).
10.16 Dresser-Rand Company Pension Plan. (Incorporated by reference to
Exhibit 10(y) to Registrant's Form 10-K for the year ended
October 31, 1992).
10.17 Dresser Industries, Inc. Deferred Savings Plan. (Incorporated by
reference to Exhibit 10(z) to Registrant's Form 10-K for the
year ended October 31, 1992).
10.18 Dresser Industries, Inc. 1995 Executive Incentive Compensation
Plan. (Incorporated by reference to Exhibit B to Registrant's
Proxy Statement dated February 6, 1995, filed pursuant to
Regulation 14A, File No. 1-4003).
10.19 Dresser Industries, Inc. Retirement Savings Plan - A as adopted
effective June 1, 1995. (Incorporated by reference to Exhibit
10.24 to Registrant's Form 10-K for the year ended October 31,
1995).
10.20 Agreement with John Gavin for the period February 1, 1997 -
January 31, 1998. (Incorporated by reference to Registrant's
Form 10-Q for the period ended January 31, 1997).
10.21 Special 1997 Restricted Incentive Stock Grant. (Incorporated by
reference to Registrant's Form 10-K for the year ended October
31, 1996).
10.22 Form of Executive Life Insurance Agreement (individual as
beneficiary). (Incorporated by reference to Exhibit 10.22 to
Registrant's Form 10-K for the period ended October 31, 1997).
10.23 Form of Executive Life Insurance Agreement (trust as
beneficiary). (Incorporated by reference to Exhibit 10.23 to
Registrant's Form 10-K for the period ended October 31, 1997).
10.24 Dresser Industries, Inc. Restricted Stock Grant Plan for 1997.
(Incorporated by reference to Registrant's Form 10-Q for the
period ended July 31, 1997).
10.25 Amendment No. 3 to the Dresser Industries, Inc. 1992 Stock
Compensation Plan. (Incorporated by reference to Exhibit 10.25 to
Registrant's Form 10-K for the period ended October 31, 1997).
10.26 Dresser Industries, Inc. Long-Term Incentive and Retention Plan
(Incorporated by reference to Exhibit A to Registrant's
Definitive Proxy Statement to be filed with the Securities and
Exchange Commission pursuant to Regulation 14A within 120 days
after the end of the fiscal year covered by this report).
10.27 The Dresser Industries, Inc. 1998 Executive Incentive
Compensation Plan (Incorporated by reference to Exhibit B to
Registrant's Definitive Proxy Statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A
within 120 days after the end of the fiscal year covered by this
report).
INDEX TO EXHIBITS (Con't.)
EXHIBIT DESCRIPTION
21 Subsidiaries of Registrant at October 31, 1997. (Incorporated by
reference to Exhibit 21 to Registrant's Form 10-K for the period ended
October 31, 1997).
23 Consent of Price Waterhouse LLP. (Incorporated by reference to Exhibit
23 to Registrant's Form 10-K for the period ended October 31, 1997.)
24 Powers of Attorney. (Incorporated by reference to Exhibit 24 to
Registrant's Form 10-K for the period ended October 31, 1997).
27 Financial Data Schedule. (Incorporated by reference to Exhibit 27 to
Registrant's Form 10-K for the period ended October 31, 1997).
