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Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE
DIRECTORS
(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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<TABLE>
<CAPTION>
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Title of securities to be registered Amount to be Proposed maximum offering Proposed maximum aggregate Amount of
registered (2) price per share (3) offering price registration
(3) fee (2)
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<S> <C> <C> <C> <C>
Common Stock ($.25 par value) (1) 1 $30.5313 $30.5313 $.01
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</TABLE>
(1) This registration statement covers shares of Common Stock of Dresser
Industries, Inc. which may be offered or sold pursuant to Dresser
Industries, Inc. Deferred Compensation Plan for Non-Employee Directors. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
Pursuant to Rule 457(h)(2), no separate registration fee is required with
respect to the interests in the plans. This registration statement also
relates to an indeterminate number of shares of Common Stock that may be
issued upon stock splits, stock dividends or similar transactions in
accordance with Rule 416.
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(2) This registration statement is also deemed, pursuant to Instruction E to
Form S-8, to relate to 999,859 shares previously registered on Form S-8
(No. 2-81536) in connection with the Dresser Industries, Inc. Stock
Purchase Plan, with respect to which a registration fee of $4,124.175 has
been paid.
(3) Computed on the basis of the average of the high and low prices for Common
Stock on September 21, 1998, which is used as the estimated offering price
solely for the purpose of determining the registration fee in accordance
with Rule 457(c) under the Securities Act of 1933.
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"). On November 21, 1997, 25,501 shares were either
newly registered or carried forward from other employee benefit plan
registrations for the Dresser Industries, Inc. Deferred Compensation Plan for
Non-Employee Directors (the "Plan"), Registration Statement No. 333-40829.
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,
this Registration Statement on Form S-8 filed in connection with the Plan.
PART II
Item 3. Incorporation of Documents by Reference.
The contents of the Company's previously filed Registration Statement on
Form S-8, File No. 333-40829 covering shares of Dresser Industries, Inc.
common stock, par value $.25, issuable under the Dresser Industries, Inc.
Deferred Compensation Plan for Non-Employee Directors, is hereby incorporated
by reference herein.
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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 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
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<S> <C>
*WILLIAM E. BRADFORD Chairman of the Board, Chief
-------------------------------------- Executive Officer and Director
(William E. Bradford, Director) (Principal Executive Officer)
*GEORGE H. JUETTEN Senior Vice President and Chief
-------------------------------------- Financial Officer
(George H. Juetten) (Principal Financial Officer)
/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>
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INDEX TO EXHIBITS**
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4.1 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).
4.2 By-Laws, as amended of Registrant. (Incorporated by reference to
Exhibit 3.2 to Registrant's Form 10-K for the year ended 1996).
4.3 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).
4.4 Dresser Industries, Inc. Deferred Compensation Plan for Non-Employee
Directors. (Incorporated by reference to Exhibit 4.5 to Registration
Statement on Form S-8 File No. 333-40829).
* 23 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney. (Incorporated by reference to Exhibit 24 to
Registrant's Registration Statement on Form S-8 File No. 333-40829.
24.1 Power of Attorney for George H. Juetten. (Incorporated by reference to
Exhibit 24 to Registrant's Registration Statement on Form S-8 File No.
2-81536).
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* Filed Herewith
** An opinion of counsel as to the legality of the securities being registered
is not required since Company common stock issued pursuant to the Plan under
this Registration Statement will be issued from treasury stock and not
original issue securities. Neither an opinion of counsel as to compliance
with the requirements of ERISA nor an Internal Revenue Service determination
letter is required since the Plan is generally not subject to ERISA except
for the enforcement and claims provisions thereof nor is it qualified under
Section 401 of the Intenral Revenue Code.
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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
