<PAGE>
- - - - -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
----- SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
OR
----- TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________ to _________
Commission File Numbers:
1-10824 (Baroid Corporation)
1-4003 (Dresser Industries, Inc.)
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
SAVINGS PLAN FOR EMPLOYEES OF
BAROID CORPORATION
B. Names of issuers of securities held pursuant to the plan and the
addresses of their principal executive offices:
BAROID CORPORATION DRESSER INDUSTRIES, INC.
2001 Ross Avenue 2001 Ross Avenue
Dallas, Texas 75201 Dallas, Texas 75201
- - - - -------------------------------------------------------------------------------
<PAGE>
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
SAVINGS PLAN FOR EMPLOYEES
OF BAROID CORPORATION
YEARS ENDED DECEMBER 31, 1994 AND 1993
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
- - - - --------------------------------------------------------------------------------
Page
----
Report of Independent Accountants 1
Financial Statements
Statements of Net Assets Available for Benefits, With Fund
Information at December 31, 1994 and 1993 2
Statement of Changes in Net Assets Available for Benefits, With
Fund Information for the Year Ended December 31, 1994 4
Notes to Financial Statements 5
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes
at December 31, 1994 10
Item 27a - Schedule of Assets Held for Investment Purposes
Which Were Both Acquired and Disposed of Within the
Plan Year *
Item 27b - Schedule of Loans or Fixed Income Obligations *
Item 27c - Schedule of Leases in Default or Classified as
Uncollectible *
Item 27d - Schedule of Reportable Transactions for the
Year Ended December 31, 1994 11
Item 27e - Schedule of Nonexempt Transactions *
* At December 31, 1994, and for the year then ended, there were no matters
which required disclosure with respect to these items.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of the Savings Plan for Employees of Baroid Corporation
In our opinion, the accompanying statement of net assets available for
benefits and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Savings Plan for Employees of Baroid Corporation (Plan)
at December 31, 1994, and the changes in net assets available for benefits
for the year then ended, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these statements in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
the supplemental schedules as listed in the accompanying index is presented
for purposes of additional analysis and is not a required part of the basic
financial statements but is additional information required by ERISA. The
Fund Information in the statement of net assets available for benefits and
the statement of changes in net assets available for benefits is presented
for purposes of additional analysis rather than to present the net assets
available for Plan benefits and changes in net assets available for benefits
of each fund. The supplemental schedules and the Fund Information for the
year ended December 31, 1994 have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
are fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
PRICE WATERHOUSE LLP
- - - - ------------------------
/s/ PRICE WATERHOUSE LLP
Dallas, Texas
June 23, 1995
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Employee Benefits Administration
Committee of Baroid Corporation
We have audited the accompanying statement of net assets available for
benefits of the Savings Plan for Employees of Baroid Corporation as of
December 31, 1993. This financial statement is the responsibility of
Plan's management. Our responsibility is to express an opinion on this
financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the net assets available for benefits of the Plan as
of December 31, 1993, in conformity with generally accepted accounting
principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statement taken as a whole. The Fund Information in the statement
of net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits of each
fund. The Fund Information has been subjected to the auditing procedures
applied in the audits of the basic financial statement and, in our opinion,
is fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
ERNST & YOUNG LLP
- - - - ---------------------
/s/ ERNST & YOUNG LLP
Houston, Texas
June 27, 1994
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1994
- - - - -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Fund Information
-----------------------------------------------------------------------------------
Merrill Lynch
--------------------------------
Retirement
Dresser Tremont Preservation Global
Stock NL Stock Stock Trust Holdings
--------------- -------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair
market value:
Dresser Industries, Inc.
common stock $ 18,771,255 $ - $ - $ - $ -
NL Industries, Inc.
common stock - 554,740 - - -
Tremont Corporation
common stock - - 709,925 - -
United States govern-
ment and agency
obligations - - - - -
Merrill Lynch CMA
Money Fund - - - 13,489 -
Other securities - - - 32,109,728 1,877,328
Participant loans
receivable - - - - -
------------ ------------ ------------ ------------ ------------
18,771,255 554,740 709,925 32,123,217 1,877,328
------------ ------------ ------------ ------------ ------------
Dividends and interest
receivable - - - 10,046 -
Participant contributions
receivable 14,787 - - 21,683
Employer contributions
receivable - - - - -
Cash - - - 202,052 -
------------ ------------ ------------ ------------ ------------
Total assets 18,786,042 554,740 709,925 32,356,998 1,877,378
LIABILITIES AND NET ASSETS
AVAILABLE FOR BENEFITS
Accrued expenses and
allocations - - - 16,244 5,200
------------ ------------ ------------ ------------ ------------
Total liabilities - - - - -
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 18,786,042 $ 554,740 $ 709,925 $ 32,340,754 $ 1,872,128
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
</TABLE>
<TABLE>
<CAPTION>
Fund Information
-------------------------------------------------
Merrill Lynch
-------------------------------------------------
Federal Basic
Securities Capital Value
Trust Fund Fund Loans Total
--------------- -------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair
market value:
Dresser Industries, Inc.
common stock $ - $ - $ - $ - $ 18,771,255
NL Industries, Inc.
common stock - - - - 554,740
Tremont Corporation
common stock - - - - 709,925
United States govern-
ment and agency
obligations 2,089,097 - - - 2,089,097
Merrill Lynch CMA
Money Fund - - - - 13,489
Other securities - 7,735,924 3,619,204 - 45,342,184
Participant loans
receivable - - - 4,713,702 4,713,702
----------- ------------ ------------ ------------ ------------
2,089,097 7,735,924 3,619,204 4,713,702 72,194,392
----------- ------------ ------------ ------------ ------------
Dividends and interest
receivable - - - 13,198 23,244
Participant contributions
receivable 3,304 10,764 - 50,538
Employer contributions
receivable - - 5,699,326 - 5,699,326
Cash - - - - 202,052
----------- ------------ ------------ ------------ ------------
Total assets 2,092,401 7,735,924 9,329,294 4,726,900 78,169,552
LIABILITIES AND NET ASSETS
AVAILABLE FOR BENEFITS
Accrued expenses and
allocations - 10,989 - - 32,433
----------- ------------ ------------ ------------ ------------
Total liabilities - - - - -
----------- ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 2,092,401 $ 7,724,935 $ 9,329,294 $ 4,726,900 $ 78,137,119
----------- ------------ ------------ ------------ ------------
----------- ------------ ------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 2 -
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1993
- - - - -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Fund Information
-----------------------------------------------------------------------------------
Merrill Lynch
--------------------------------
Retirement
Baroid Tremont Preservation Global
Stock NL Stock Stock Trust Holdings
--------------- -------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair
market value:
Baroid Corporation
common stock $ 15,986,699 $ - $ - $ - $ -
NL Industries, Inc.
common stock - 242,894 - - -
Tremont Corporation
common stock - - 495,046 - -
United States govern-
ment and agency
obligations - - - - -
Merrill Lynch CMA
Money Fund 247,528 - - - -
Other securities - - - 32,360,936 1,261,501
Participant loans
receivable - - - - -
------------ ------------ ------------ ------------ ------------
16,234,227 242,894 495,046 32,360,936 1,261,501
------------ ------------ ------------ ------------ ------------
Dividends and interest
receivable - - - 2,671 -
Participant contributions
receivable 9,640 - - 33,400 3,876
Employer contributions
receivable 5,531,441 - - 16,104 15,754
Transfers from other
plan receivable 3,770 - - 247,930 76,389
Cash - - - 19,740 -
------------ ------------ ------------ ------------ ------------
Total assets 21,779,078 242,894 495,046 32,680,781 1,357,520
LIABILITIES AND NET ASSETS
AVAILABLE FOR BENEFITS
Accrued expenses and
allocations - - - 15,471 -
------------ ------------ ------------ ------------ ------------
Total liabilities - - - 15,471 -
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS $ 21,779,078 $ 242,894 $ 495,046 $ 32,665,310 $ 1,357,520
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
</TABLE>
<TABLE>
<CAPTION>
Fund Information
-------------------------------------------------
Merrill Lynch
-------------------------------------------------
Federal Basic
Securities Capital Value
Trust Fund Fund Loans Total
--------------- -------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair
market value:
Baroid Corporation
common stock $ - $ - $ - $ - $ 15,986,699
NL Industries, Inc.
common stock - - - - 242,894
Tremont Corporation
common stock - - - - 495,046
United States govern-
ment and agency
obligations 2,335,877 - - - 2,335,877
Merrill Lynch CMA
Money Fund - - - - 247,528
Other securities - 6,767,672 3,392,858 - 43,782,967
Participant loans
receivable - - - 4,094,078 4,094,078
------------ ------------ ------------ ------------ ------------
2,335,877 6,767,672 3,392,858 4,094,078 67,185,089
------------ ------------ ------------ ------------ ------------
Dividends and interest
receivable - - - 10,749 13,420
Participant contributions
receivable 7,030 17,840 9,098 - 80,884
Employer contributions
receivable 15,302 20,158 20,982 - 5,619,741
Transfers from other
plan receivable 144,736 163,392 149,311 - 785,528
Cash - - - - 19,740
------------ ------------ ------------ ------------ ------------
Total assets 2,502,945 6,969,062 3,572,249 4,104,827 73,704,402
LIABILITIES AND NET ASSETS
AVAILABLE FOR BENEFITS
Accrued expenses and
allocations - - - - 15,471
------------ ------------ ------------ ------------ ------------
Total liabilities - - - - 15,471
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 2,502,945 $ 6,969,062 $ 3,572,249 $ 4,104,827 $ 73,688,931
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 3 -
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1994
- - - - -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Fund Information
-----------------------------------------------------------------------------------------------
Merrill Lynch
---------------------------
Retirement
Dresser Baroid Tremont Preservation Global
Stock Stock NL Stock Stock Trust Holdings
------------ ------------ ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Cash dividends:
Dresser Industries, Inc. $ 619,469 $ - $ - $ - $ - $ -
Other - - - - - 79,973
Interest income 2,434 - 89 89 1,900,358 799
Realized gains (losses)
from sales of investments 395,477 115,189 (26,338) (54,921) - 10,262
Net appreciation (depre-
ciation) in the fair value
of investments 1,521,828 (4,123,887) 436,485 373,101 - (177,184)
------------ ------------ ------------ ------------ ------------ -----------
$ 2,539,208 $ (4,008,698) $ 410,236 $ 318,269 $ 1,900,358 $ (86,150)
------------ ------------ ------------ ------------ ------------ -----------
Contributions:
Participants 512,431 13,641 - - 1,598,464 313,481
Employer 12,811 - - - 1,075 -
------------ ------------ ------------ ------------ ------------ -----------
525,242 13,641 - - 1,599,539 313,481
------------ ------------ ------------ ------------ ------------ -----------
Total income and
contributions 3,064,450 (3,995,057) 410,236 318,269 3,499,897 227,331
Distributions, expenses
and transfers:
Distributions to participants 1,310,584 113,719 5,300 29,838 4,146,417 84,481
Administrative expenses 2,294 - 3 15 77,997 332
Transfers and loan activity,
net (17,034,470) 17,670,302 93,087 73,537 (399,961) (372,090)
------------ ------------ ------------ ------------ ------------ -----------
Total distributions,
expenses and transfers (15,721,592) 17,784,021 98,390 103,390 3,824,453 (287,277)
------------ ------------ ------------ ------------ ------------ -----------
Net increase (decrease) 18,786,042 (21,779,078) 311,846 214,879 (324,556) 514,608
Net assets available for
benefits, beginning of year - 21,779,078 242,894 495,046 32,665,310 1,357,520
------------ ------------ ------------ ------------ ------------ -----------
Net assets available for
benefits, end of year $ 18,786,042 $ - $ 554,740 $ 709,925 $ 32,340,754 $ 1,872,128
------------ ------------ ------------ ------------ ------------ -----------
------------ ------------ ------------ ------------ ------------ -----------
</TABLE>
<TABLE>
<CAPTION>
Fund Information
-------------------------------------------------
Merrill Lynch
-------------------------------------------------
Federal Basic
Securities Capital Value
Trust Fund Fund Loans Total
--------------- -------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Investment income:
Cash dividends:
Dresser Industries, Inc. $ - $ - $ - $ - $ 619,469
Other 141,836 688,956 242,742 - 1,153,507
Interest income 1,263 2,209 1,397 294,455 2,203,093
Realized gains (losses)
from sales of investments (28,025) 22,791 54,733 - 489,168
Net appreciation (depre-
ciation) in the fair value
of investments (193,699) (659,904) (224,830) - (3,048,090)
------------ ------------ ------------ ------------ ------------
$ (78,625) $ 54,052 $ 74,042 $ 294,455 $ 1,417,147
------------ ------------ ------------ ------------ ------------
Contributions:
Participants 219,618 918,865 560,115 - 4,136,615
Employer - - 5,699,326 - 5,713,212
------------ ------------ ------------ ------------ ------------
219,618 918,865 6,259,441 - 9,849,827
------------ ------------ ------------ ------------ ------------
Total income and
contributions 140,993 972,917 6,333,483 294,455 11,266,974
Distributions, expenses
and transfers:
Distributions to participants 230,724 473,915 340,778 6,735,756
Administrative expenses 255 1,187 947 83,030
Transfers and loan activity 320,558 (258,058) 234,713 (327,618) -
------------ ------------ ------------ ------------ ------------
Total distributions,
expenses and transfers 551,537 217,044 576,438 (327,618) 6,818,786
------------ ------------ ------------ ------------ ------------
Net increase (decrease) (410,544) 755,873 5,757,045 622,073 4,448,188
Net assets available for
benefits, beginning of year 2,502,945 6,969,062 3,572,249 4,104,827 73,688,931
------------ ------------ ------------ ------------ ------------
Net assets available for
benefits, end of year $ 2,092,401 $ 7,724,935 $ 9,329,294 $ 4,726,900 $ 78,137,119
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 4 -
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
NOTES TO FINANCIAL STATEMENTS
- - - - -------------------------------------------------------------------------------
1. PLAN DESCRIPTION
GENERAL
The Savings Plan for Employees of Baroid Corporation (the Plan) was
established to provide eligible employees of Baroid Corporation (Baroid)
with a convenient way to save on a regular and long-term basis. The
Plan was established in accordance with Section 401(k) of the Internal
Revenue Code of 1986, as amended, and is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
On January 19, 1994, an agreement to merge Dresser Industries, Inc.
(Dresser) and Baroid was approved by shareholders of the companies.
Under terms of the merger, each share of Baroid common stock was
converted into the right to receive 0.40 shares of Dresser common stock
on January 21, 1994. All Baroid common stock was converted to Dresser
common stock and all transactions in employer stock subsequent to
January 21, 1994 are in Dresser common stock.
Effective June 1, 1995, the Plan was spun-off into three components,
component one consisting of hourly employees, component two consisting
of salaried employees, and component three consisting of non resident
aliens and union employees. These components were merged into the
Dresser Industries, Inc. Retirement Savings Plan-B, the Dresser
Industries, Inc. Retirement Savings Plan-A, and the Dresser Industries,
Inc. Deferred Savings Plan (collectively, the Dresser Plans),
respectively, pursuant to a Merger Agreement which preserved the
protected features of the Plan which must be preserved under ERISA.
Effective as of such date, the Dresser Plans assumed the assets and
obligations for plan benefits of all plan participants under the Plan.
PLAN PROVISIONS
The following description of significant plan provisions is provided for
general information purposes. The provisions described below were in
effect during the two years ended December 31, 1994 and through June 1,
1995, the date of the spin-off and merger. They do not reflect the
provisions of the Dresser Plans. Participants should refer to the plan
documents for more complete information.
Employees of Baroid and certain of Baroid's subsidiaries were generally
eligible to voluntarily participate in the Plan after 12 months of
employment. Active participants could contribute between 1% to 22% of
eligible compensation in increments of .5%. The maximum basic before-
tax contribution was 12%.
In accordance with Internal Revenue Code Section 402(g), participants
were limited in the amount of salary reduction contributions which
they could make to the Plan ($9,240 and $8,994 annual maximum for 1994
and 1993, respectively). Highly compensated participants could be
required to adjust the amount of their contributions in order to permit
the Plan to satisfy the nondiscrimination requirements of sections
401(k) and 401(m) of the Internal Revenue Code.
Baroid contributed a discretionary amount of matching contributions
determined annually, wholly or partially contingent upon the attainment
of certain profit objectives. This match applied to a maximum of 3% of
a contributing participant's compensation.
- 5 -
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
NOTES TO FINANCIAL STATEMENTS
- - - - -------------------------------------------------------------------------------
Baroid employees could receive an annual retirement contribution of up
to 5% of their annual eligible compensation. The retirement
contribution, which was made wholly or partially contingent upon the
attainment of certain profit objectives, was allocated to all employees
eligible to participate in the Plan. In addition, these employees could
also receive a Medisave contribution from Baroid, which was contingent
upon Baroid's profit objectives.
Vesting in employer contributions was 100% upon death, retirement, or
disability. A participant with less than three years of vested service
had no vested interest in employer contributions, was 50% vested
following three years, 75% vested following four years, and 100% vested
in all employer contributions following five years of service.
Forfeitures of the unvested portion of employer contributions occurred
if a participant terminated employment prior to the full-vesting period
or if a participant or beneficiary, to whom a distribution was payable,
could not be located within one year of the date on which such
distribution became payable. Amounts forfeited were used to reduce
employer contributions.
Substantially all administrative expenses were paid from Plan assets.
Employees could elect to have their own contributions invested in one or
more funds, whose investment objectives were as follows:
Dresser Stock Fund - invested primarily in Dresser common stock; Merrill
Lynch Retirement Preservation Trust - invested primarily in GICs issued
by insurance companies and bank investment contracts; Merrill Lynch
Global Holdings, Inc. Class A Shares - managed with the objective of
seeking the highest total investment return consistent with prudent risk
through worldwide investment in an internationally diversified portfolio
of securities; Merrill Lynch Federal Securities Trust - managed with the
objective of seeking a high current return through investments in U.S.
government and government agency securities; Merrill Lynch Capital Fund
Inc. Class A Shares - managed with the objective of seeking the highest
total investment return consistent with prudent risk, investing in
equity, debt, and convertible securities; and the Merrill Lynch Basic
Value Fund Inc. Class A Shares - managed with the objective of seeking
growth and, secondarily, income.
In addition to the funds above, two additional equity investment funds
were maintained. The NL Stock Fund invested in NL Industries, Inc. (NL)
common stock and the Tremont Stock Fund invested in Tremont Corporation
(Tremont) common stock. Contributions or transfers into the NL and
Tremont Stock Funds were no longer allowed beginning in 1990.
Prior to the investment in securities of a type consistent with the
objectives of any fund, cash was temporarily invested in the Merrill
Lynch CMA Money Fund, which invested in securities with maturities of
less than one year issued or guaranteed by the U.S. government or any
agency of instrumentality thereof or bank savings accounts.
Participants could transfer all or part of their account balance in any
fund to any other fund on a daily basis, subject to certain limitations.
Only one transfer was permitted out of the NL or Tremont Stock Funds
which had to be a transfer of the total value of the participant's
account in that fund.
- 6 -
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
NOTES TO FINANCIAL STATEMENTS
- - - - -------------------------------------------------------------------------------
Participants could change the investment direction of current
contributions as of any business day.
Distributions to employees occurred during active service or upon
termination and, under prescribed circumstances, could be in various
forms (lump sum, installments, annuity, or combinations thereof, and/or
employer securities).
Participants could borrow from their vested account balances. The two
types of loans available were a general purpose loan and a principal
residence loan. General purpose loans were repaid to the Plan over a
period of time not to exceed five years and principal residence loans
were repaid over a period not to exceed 20 years. The maximum loan
amount available to each participant was 50% of their vested account
balance not to exceed $50,000. In the event a participant failed to
make a principal or interest payment, the loan was in default and the
outstanding loan balance was treated as a taxable distribution. The
interest rate charged on loans made prior to September 1989 was
composite prime rate. The interest rate charged on subsequent loans was
a composite prime rate plus 1%.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Plan have been prepared in accordance
with generally accepted accounting principles. The following is a
summary of significant accounting policies followed by the Plan.
INVESTMENTS
Investments trusteed with Merrill Lynch Trust Company ("Merrill Lynch"
or "Trustee") are recorded at fair market value based upon the quoted
market price reported on the last trading day of the period for those
securities listed on a national securities exchange; listed securities
for which no sale was reported on that date are valued at the mean
between the last reported bid and asked prices; and other investments
not having an established market are valued at fair value as of that
day determined in good faith by the outside advisor responsible for that
investment. Short-term investments are stated at cost.
Purchases and sales of investments are reflected on a trade-date basis.
Gains or losses on sales of securities are based on average cost.
CONTRIBUTIONS
Contributions from employees are recorded in the period the employer
makes payroll deductions from Plan participants. Employer matching
contributions are recorded in the same period as the respective employee
contributions.
LOANS TO PARTICIPANTS
Loan distributions to participants, as well as principal and interest
payments from participants, are accounted for as interfund transfers in
the financial statements.
- 7 -
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
NOTES TO FINANCIAL STATEMENTS
- - - - -------------------------------------------------------------------------------
INVESTMENT INCOME
Income from investments is recorded as earned on an accrual basis.
Dividend income is recorded at the ex dividend date.
CONCENTRATION OF CREDIT RISK
The Plan's assets, other than Dresser stock, NL stock, and Tremont
stock, are invested with investment funds managed by Merrill Lynch.
3. RELATED PARTY TRANSACTIONS
The stock funds, Dresser Stock Fund, Baroid Stock Fund, NL Stock Fund
and Tremont Stock Fund, invest primarily in the securities of Dresser,
Baroid, NL, and Tremont. The purchases and sales/distributions of these
securities for the years ended December 31, 1994 and 1993 were as
follows:
<TABLE>
<CAPTION>
Sales/ Gain
1994: Purchases Distributions (Loss)
------------ ------------- ----------
<S> <C> <C> <C>
Dresser common stock $ 8,583,180 $ 3,370,285 $ 395,478
Baroid common stock 395,707 452,377 115,189
NL common stock 89 97,544 (26,388)
Tremont common stock 368 99,862 (54,921)
1993:
Baroid common stock $ 4,828,627 $ 5,104,635 $ 789,590
NL common stock - 31,003 (57,130)
Tremont common stock 1,280 96,512 (69,056)
</TABLE>
4. TAX STATUS
Management believes that prior to the merger with the Dresser Plans, the
Plan was qualified under section 401(a) of the Internal Revenue Code of
1986, as amended; as such, the trust is exempt from federal income tax
under section 501(a). The Internal Revenue Service granted a favorable
letter of determination to the Plan on December 3, 1993 and September
16, 1994. Generally, employer contributions to a qualified plan are
deductible by the employer when made. Earnings of the trust are tax
exempt and participants are not taxed on their benefits until withdrawn
from the Plan. The Plan has complied with the fidelity bonding
requirements of ERISA.
- 8 -
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
NOTES TO FINANCIAL STATEMENTS
- - - - -------------------------------------------------------------------------------
5. TRANSFER FROM OTHER PLANS
The transfers of assets from the Titanium Metals Corporation (TMC)
Thrift Plans for employees of Bentonite Corporation were accrued as a
receivable at December 31, 1993. These assets were transferred into the
Plan during 1994. Bentonite Corporation was acquired by Baroid in 1993.
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
1994 1993
------------ ------------
<S> <C> <C>
Net assets available for benefits per
the financial statements $ 78,137,119 $ 73,688,931
Amounts allocated to withdrawing participants 464,620 818,085
------------ ------------
Net assets available for benefits per the Form 5500 $ 77,672,499 $ 72,870,846
------------ ------------
------------ ------------
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year ended
December 31,
1994 1993
------------ -------------
<S> <C> <C>
Benefits paid to participants per the financial
statements $ 6,220,474 $ 6,929,184
Add amounts allocated to withdrawing
participants at December 31 464,620 818,085
------------ ------------
Benefits paid to participants per the Form 5500 $ 6,685,094 $ 7,747,269
------------ ------------
------------ ------------
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior
to December 31, but not yet paid as of that date.
- 9 -
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
ITEM 27a FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Description of Investment
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Collateral, Cost of Current
Lessor or Similar Party Par or Maturity Value Asset Value
- - - - ---------------------------- -------------------------------- ------------ -------------
<S> <C> <C> <C>
Merrill Lynch Trust Company Merrill Lynch Retirement $ 32,109,728 $ 32,109,728
Preservation Trust
Merrill Lynch Trust Company Merrill Lynch Basic Value 3,624,859 3,619,204
Fund, Inc., Class A Shares,
161,933 Shares
Merrill Lynch Trust Company Merrill Lynch Federal 2,209,707 2,089,097
Securities Trust, 230,077
Shares
Merrill Lynch Trust Company Merrill Lynch Capital Fund 7,942,235 7,735,924
Inc., Class A Shares, 301,009
Shares
Merrill Lynch Trust Company Merrill Lynch Global Holdings, 1,986,313 1,877,328
Inc., Class A Shares, 154,132
Shares
Dresser 994,504 Shares of Common Stock, 17,249,427 18,771,255
Industries, Inc. $.25 Par Value
NL Industries, 43,940 Shares of Common Stock, 582,361 554,740
Inc. $.125 Par Value
Tremont 60,419 Shares of Common Stock, 726,612 709,925
Corporation $.10 Par Value
Merrill Lynch Trust Company Merrill Lynch CMA Money 215,541 215,541
Fund
Loans receivable from Maturity Dates From 1/1/95 to 4,713,702 4,713,702
participants 6/30/14, Interest Rates From
7 to 11.50 percent
</TABLE>
- 10 -
<PAGE>
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
ITEM 27D FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Number of
Purchases Purchase Selling Lease
Identity of Party Involved Description of Asset or Sales Price Price Rental
- - - - ---------------------------- ------------------------------ --------- --------- -------- ------
<S> <C> <C> <C> <C> <C>
Category (iii) - series of transactions in the same issue, when aggregated, exceed 5% or Plan assets:
Purchase of assets:
Dresser Industries, Inc. 391,820 shares of Common Stock 303 $ 8,583,180 $ - $ -
Merrill Lynch Retirement 420 8,033,470 - -
Preservation Trust
Merrill Lynch Capital Fund 109,347 shares 255 2,992,435 - -
Merrill Lynch Basic Value 102,806 shares 250 2,383,791 - -
Fund
Sale of assets:
Dresser Industries, Inc. 153,668 shares of Common Stock 369 - 3,370,285 -
Common Stock
Merrill Lynch Retirement 391 - 8,284,676 -
Preservation Trust
Merrill Lynch Capital Fund 45,879 shares 202 - 1,267,396 -
Merrill Lynch Basic Value 84,413 shares 177 - 1,949,121 -
Fund
</TABLE>
<TABLE>
<CAPTION>
Current
Value of
Expense Asset on
Incurred with Cost of Transaction Net Gain
Identity of Party Involved Transactions Asset Date or (Loss)
- - - - ---------------------------- ------------ -------- ----------- ---------
<S> <C> <C> <C> <C>
Category (iii) - series of transactions in the same issue, when aggregated, exceed 5% or Plan assets:
Purchase of assets:
Dresser Industries, Inc. $ - $ 8,583,180 $ 8,583,180 $ -
Merrill Lynch Retirement - 8,033,470 8,033,470 -
Preservation Trust
Merrill Lynch Capital Fund - 2,992,435 2,992,435 -
Merrill Lynch Basic Value - 2,383,791 2,383,791 -
Fund
Sale of assets:
Dresser Industries, Inc. - 2,974,807 3,370,285 395,478
Common Stock
Merrill Lynch Retirement - 8,284,676 8,284,676 -
Preservation Trust
Merrill Lynch Capital Fund - 1,244,605 1,267,396 22,791
Merrill Lynch Basic Value - 1,894,388 1,949,121 54,733
Fund
</TABLE>
Note: There were no category (i), (ii), or (iv) transactions.
- 11 -
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
SAVINGS PLAN FOR EMPLOYEES
OR BAROID CORPORATION
(Name of Plan)
Date: June 27, 1995 /s/ Paul M. Bryant
---------------------------
Paul M. Bryant
Chairman, Employee Benefits Administration
Committee
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Price
- - - - ----------- -----------------
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Ernst & Young LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Dresser
Industries, Inc. Registration Statement on Form S-8 (No. 33-52067) of the
Savings Plan for Employees of Baroid Corporation of our report dated June 23,
1995 on Form 11-K for the year ended December 31, 1994.
PRICE WATERHOUSE LLP
- - - - ------------------------
/s/ PRICE WATERHOUSE LLP
Dallas, Texas
June 27, 1995
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Dresser Industries
Registration Statement (Form S-8 No. 33-52067) pertaining to the Savings Plan
for Employees of Baroid Corporation of our report dated June 27, 1994, with
respect to the financial statements of the Baroid Corporation Savings Plan for
Employees included in this Annual Report (Form 11-K) at December 31, 1993.
ERNST & YOUNG LLP
- - - - ---------------------
/s/ ERNST & YOUNG LLP
Houston, Texas
June 27, 1995
