<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) - February 26, 1998
DRESSER INDUSTRIES, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
DELAWARE 1-4003 75-0813641
- ---------------------------- --------------------- -------------------
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
2001 ROSS AVENUE, DALLAS, TEXAS 75201
----------------------------------------
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (214) 740-6000
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On February 26, 1998, Dresser Industries, Inc. ("Dresser") and
Halliburton Company ("Halliburton") announced that they had entered into a
definitive merger agreement in which Halliburton N.C., Inc., a wholly-owned
subsidiary of Halliburton, will be merged into Dresser with the shareholders
of Dresser receiving one newly issued share of Halliburton common stock for
each Dresser common share. The transaction will be accounted for as a
pooling of interests and is expected to be treated as tax-free to
shareholders of Dresser's stock. The transaction is expected to be completed
in the fall of 1998 and is subject to regulatory approvals in the United
States, Europe and several other countries, shareholder approvals and
customary closing conditions.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
EXHIBITS
20 News Release dated February 26, 1998.
SIGNATURES
Pursuant to the requirements 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.
DRESSER INDUSTRIES, INC.
By: /s/ George H. Juetten
-------------------------
George H. Juetten
Senior Vice President and
Chief Financial Officer
March 2, 1998
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C>
Exhibit No. Description
- ----------- -----------
20 News Release dated February 26, 1998
</TABLE>
<PAGE>
Exhibit 20
Guy T. Marcus, Halliburton - (214) 978-2691
Don Galletly, Dresser - (214) 740-6757
George Sard/David Reno - Sard Verbinnen & Co. - (212) 687-8080
February 26, 1998 FOR IMMEDIATE RELEASE
HALLIBURTON AND DRESSER INDUSTRIES ANNOUNCE
$7.7 BILLION STOCK MERGER
STRATEGIC MERGER WILL CREATE OILFIELD SERVICES AND ENGINEERING AND CONSTRUCTION
COMPANY WITH BROADEST RANGE OF PETROLEUM SERVICES CAPABILITIES
DALLAS, TEXAS ... Halliburton Company (NYSE: HAL) and Dresser Industries,
Inc. (NYSE: DI) today announced a strategic combination that will create an
oilfield services and engineering and construction company with the broadest
range of services to the petroleum industry worldwide.
Under the terms of a definitive merger agreement unanimously approved by
the board of directors of both companies, Dresser Industries' shareholders
will receive one newly issued share of Halliburton common stock for each
Dresser common share. Based on Halliburton's closing price of $44.00 per
share yesterday, the transaction is currently valued at $44.00 per Dresser
share, or a total of approximately $7.7 billion. The transaction will be
accounted for as a pooling of interests and is expected to be tax-free to
Dresser's shareholders.
The companies 1997 combined revenues exceeded $16 billion and the total
backlog was approximately $13 billion. The combined market capitalization is
over $19 billion. The company will continue to be called Halliburton Company
and remain headquartered in Dallas, with a work force of approximately
100,000 employees worldwide.
Dick Cheney, Halliburton's chairman and chief executive officer, who
will be CEO of the combined company, said, "Halliburton and Dresser are an
outstanding business and cultural fit. This is a win-win combination for
both companies' shareholders, customers and employees. It represents a major
step forward toward our goal of creating a fully integrated oilfield and
engineering and construction services company with a global leadership
position. The ability to provide complete, seamless solutions for customers
is becoming the critical factor in winning large international service
contracts. We will have the broadest range of capabilities in the industry
and will remain focused on meeting the multiple and growing needs of
customers worldwide."
William E. Bradford, chairman and chief executive officer of Dresser,
who will become chairman of Halliburton, said, "This transaction will create
both immediate and long-term value for our shareholders. The union of these
two great companies is ideal for our customers as well. Together we will be
able to do more for our customers than either of us could have done
separately. By joining together our highly complementary
(more)
<PAGE>
operations we will be able to provide a broader and deeper array of services
from upstream to downstream, from seismic interpretation to well
construction, to the transportation and processing of oil and gas, the
combined company will provide end-to-end integrated solutions that add value
to our customers. Talented and motivated employees of both companies can look
forward to exciting futures with numerous opportunities for growth and
advancement."
David J. Lesar, president and chief operating officer of Halliburton
who will continue in such role, said, " We know each other's business well
and have agreed on the organizational structure, which will facilitate a
quick, smooth integration. With our combined financial strength and
complementary capabilities, the combined company will also have the resources
to significantly increase investments in state-of-the-art technology while
making targeted acquisitions to further add to our capabilities. In
addition, with the revenue enhancements and cost reductions we will get from
integrating these broad capabilities, we expect the transaction to be
accretive to earnings per share in the first full year, after an expected
one-time charge to consolidate the businesses."
Five Dresser directors will join the Halliburton Board, increasing its
size to 14. Donald C. Vaughn, president and chief operating officer of
Dresser, will become vice chairman of Halliburton. Dale P. Jones, vice
chairman of Halliburton Company, has elected to retire from the board of
directors and as vice chairman of Halliburton when the merger is completed.
The transaction is expected to be completed in the fall of 1998 and is
subject to regulatory approvals in the United States, Europe and several
other countries, shareholder approvals, and customary closing conditions.
Halliburton has approximately 262 million outstanding common shares, and
will issue approximately 175 million new shares to Dresser shareholders. As
a result, Halliburton will have approximately 438 million shares outstanding
after the merger, of which approximately 60% will be owned by Halliburton
shareholders and 40% by current Dresser shareholders.
SBC Warburg Dillon Read, Inc. and Goldman, Sachs & Co. are serving as
financial advisors to Halliburton. Salomon Smith Barney Inc. is serving as
financial advisor to Dresser.
Halliburton Company is one of the world's largest diversified energy
services, engineering, maintenance, and construction companies. Founded in
1919, Halliburton provides a broad range of energy services and products,
industrial and marine engineering and construction services.
Dresser is a leading global supplier to the total hydrocarbon energy
stream. Dresser's product and service offerings encompass sophisticated
drilling and well construction systems as well as technologies, engineered
equipment and project management for the transportation and conversion of oil
and natural gas.
NOTE: IN ACCORDANCE WITH THE SAFE HABOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995, HALIBURTON COMPANY AND DRESSER
INDUSTRIES, INC., CAUTION THAT STATEMENTS IN THIS PRESS RELEASE WHICH ARE
FORWARD LOOKING AND WHICH PROVIDE OTHER THAN HISTORICAL INFORMATION, INVOLVE
RISKS AND UNCERTAINTIES THAT MAY IMPACT THE COMPANIES' ACTUAL RESULTS OF
OPERATIONS. PLEASE SEE HALLIBURTON'S 10-K FOR THE FISCAL YEAR ENDED DECEMBER
31, 1997 AND DRESSER'S 10-K FOR THE FISCAL YEAR ENDED OCTOBER 31, 1997 FOR A
MORE COMPLETE DISCUSSION OF SUCH RISK FACTORS.
* * * * * * *
