-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bv2+q8lPUZSqknI/o0dFM7nCxvDH4AbILCVWIhw7AouejtIufJ6H64xOWpHGxbkU BwMgseJNjYbbkiTLIYYLzA== 0000030099-98-000003.txt : 19980417 0000030099-98-000003.hdr.sgml : 19980417 ACCESSION NUMBER: 0000030099-98-000003 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980131 FILED AS OF DATE: 19980416 SROS: NYSE SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRESSER INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000030099 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 750813641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 001-04003 FILM NUMBER: 98595298 BUSINESS ADDRESS: STREET 1: 2001 ROSS AVE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147406000 MAIL ADDRESS: STREET 1: P O BOX 718 CITY: DALLAS STATE: TX ZIP: 75221 10-Q/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 TO (Mark One) [X] Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the quarterly period ended January 31, 1998. ---------------- [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-4003 ------ DRESSER INDUSTRIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware C 75-0813641 - ------------------------------- ------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) P. O. Box 718 2001 Ross 75221 (P. O. Box) Dallas, Texas 75201 - ------------------------------- ----------------- (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code - 214-740-6000 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at February 28, 1998 - ---------------------------- -------------------------------- Common Stock, par value $.25 175,489,466 1 EXPLANATORY STATEMENT Dresser Industries, Inc.'s (the "Company") Quarterly Report for the perioed ending January 31, 1998 on Form 10-Q is being amended in order to include as exhibits restated Financial Data Schedules for the periods as required in Regulation S-K Item 601(c)(2)(iii). The restatment is due to a change in accounting principle, specifically, Statement of Financial Accounting Standards No. 128, "Earnings per Share". Pursuant to item 601(c)(1)(iv) of Regulation S-K, the Financial Data Schedule is not deemed to be "filed" for purposes of Section 11 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. Exhibit 10.1 Agreement and Plan of Merger dated February 25, 1998 by and between Halliburton Company, Halliburton, N.C., Inc. and Dresser Industries, Inc. Exhibit 10.2 Stock Option Agreement, dated February 25, 1998 by and between Dresser Industries, Inc. and Halliburton Company. Exhibit 10.3 Form of Severance Agreement. Exhibit 10.4 Agreement between Dresser Industries, Inc. and George H. Juetten and amendment. Exhibit 10.5 Form of Waiver of Rights Under the Dresser Industries, Inc. Long-Term Incentive and Retention Plan. Exhibit 27.1 Financial Data Schedule. Exhibit 27.2 Restated Financial Data Schedule. Exhibit 27.3 Restated Financial Data Schedule. Exhibit 27.4 Restated Financial Data Schedule. (b) A report on Form 8-K dated February 26, 1998 was filed for Item 1. 2 SIGNATURE 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/ Kenneth J. Kotara Kenneth J. Kotara Controller Dated: April 16,1998 3 EXHIBIT INDEX EXHIBIT DESCRIPTION 10.1 Agreement and Plan of Merger dated February 25, 1998 by and between Halliburton Company, Halliburton, N.C., Inc. and Dresser Industries, Inc. (Incorporated by reference to Exhibit 10.1 to Registrant's Form 10-Q for the period ended January 31, 1998.) 10.2 Stock Option Agreement, dated February 25, 1998 by and between Dresser Industries, Inc. and Halliburton Company. (Incorporated by reference to Exhibit 10.2 to Registrant's Form 10-Q for the period ended January 31, 1998.) 10.3 Form of Severance Agreement. (Incorporated by reference to Exhibit 10.3 to Registrant's Form 10-Q for the period ended January 31, 1998.) 10.4 Agreement between Dresser Industries, Inc. and George H. Juetten and amendment. (Incorporated by reference to Exhibit 10.4 to Registrant's Form 10-Q for the period ended January 31, 1998.) 10.5 Form of Waiver of Rights Under the Dresser Industries, Inc. Long-Term Incentive and Retention Plan. (Incorporated by reference to Exhibit 10.5 to Registrant's Form 10-Q for the period ended January 31, 1998.) 27.1 Financial Data Schedule. (Incorporated by reference to Exhibit 27 to Registrant's Form 10-Q for the period ended January 31, 1998.) (Pursuant to Item 601(c)(1)(vi) of Regulation S-K, the Financial Data Schedule is not deemed to be "filed" for purposes of Section 11 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended.) 27.2 Restated Financial Data Schedule. (Pursuant to Item 601(c)(1)(vi) of Regulation S-K, the Financial Data Schedule is not deemed to be "filed" for purposes of Section 11 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended.) 27.3 Restated Financial Data Schedule. (Pursuant to Item 601(c)(1)(vi) of Regulation S-K, the Financial Data Schedule is not deemed to be "filed" for purposes of Section 11 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended.) 27.4 Restated Financial Data Schedule. (Pursuant to Item 601(c)(1)(vi) of Regulation S-K, the Financial Data Schedule is not deemed to be "filed" for purposes of Section 11 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended.) EX-27.2 2 EXHIBIT 27.2
5 This schedule contains the restated summary financial information of Dresser Industries, Inc. for the periods noted. Only the (EPS-PRIMARY) and (EPS-DILUTED) tags have been restated. Restatement is due to a change in accounting principle, specifically, Statement of Financial Accounting Standards No. 128, "Earnings per Share". 1,000 3-MOS 6-MOS 9-MOS 12-MOS OCT-31-1997 OCT-31-1997 OCT-31-1997 OCT-31-1997 JAN-31-1997 APR-30-1997 JUL-31-1997 OCT-31-1997 199,800 144,000 131,100 162,800 0 0 0 0 1,110,800 1,146,500 1,151,300 1,181,800 0 0 0 0 896,500 942,000 968,800 972,300 2,384,700 2,397,400 2,414,200 2,471,600 2,868,200 2,878,300 2,797,200 2,658,000 1,610,300 1,643,400 1,638,500 1,554,300 5,068,900 5,054,600 4,984,300 5,098,800 1,793,700 1,747,800 1,669,700 1,687,400 760,700 754,800 754,300 758,000 0 0 0 0 0 0 0 0 46,200 46,200 46,200 46,200 1,534,200 1,567,300 1,569,300 1,686,000 5,068,900 5,054,600 4,984,300 5,098,800 1,693,500 3,456,700 5,318,900 7,419,100 1,704,500 3,475,800 5,348,100 7,457,900 1,342,700 2,707,300 4,142,400 5,757,400 1,600,700 3,232,400 4,939,800 6,845,300 0 0 0 0 0 0 0 0 17,100 34,300 51,000 68,600 86,800 210,700 350,000 546,800 30,400 73,800 122,500 191,400 52,100 126,900 208,400 318,000 0 0 0 0 0 0 0 0 0 0 0 0 52,100 126,900 208,400 318,000 .30 .72 1.19 1.81 .29 .71 1.18 1.80
EX-27.3 3 EXHIBIT 27.3
5 This schedule contains the restated summary financial information of Dresser Industries, Inc. for the periods noted. Only the (EPS-PRIMARY) and (EPS-DILUTED) tags have been restated. Restatement is due to a change in accounting principle, specifically, Statement of Financial Accounting Standards No. 128, "Earnings per Share". 3-MOS 6-MOS 9-MOS 12-MOS OCT-31-1996 OCT-31-1996 OCT-31-1996 OCT-31-1996 JAN-31-1996 APR-30-1996 JUL-31-1996 OCT-31-1996 163,300 198,000 158,900 232,400 0 0 0 0 936,600 995,700 1,063,600 1,152,100 0 0 0 0 825,100 883,700 907,700 913,600 2,098,900 2,266,400 2,511,600 2,715,100 2,618,200 2,708,700 2,770,400 2,836,700 1,468,500 1,520,200 1,558,500 1,574,300 4,623,200 4,839,600 5,119,700 5,395,800 1,695,800 1,839,300 2,226,700 2,107,400 457,900 462,200 457,500 756,300 0 0 0 0 0 0 0 0 46,100 46,200 46,200 46,200 1,560,500 1,570,500 1,465,200 1,536,000 4,623,200 4,839,600 5,119,700 5,395,800 1,452,500 3,078,700 4,710,300 6,533,200 1,462,900 3,092,500 4,730,500 6,561,500 1,152,400 2,422,300 3,690,700 5,088,100 1,379,700 2,902,400 4,415,500 6,076,200 0 0 0 0 0 0 0 0 10,000 20,900 33,600 60,500 72,900 164,800 277,500 426,800 24,800 56,000 94,400 145,100 46,600 103,800 172,100 257,500 0 0 0 0 0 0 0 0 0 0 0 0 46,000 103,800 172,100 257,500 .26 .57 .95 1.44 .25 .56 .94 1.43
EX-27.4 4 EXHIBIT 27.4
5 This schedule contains the restated summary financial information of Dresser Industries, Inc. for the periods noted. Only the (EPS-PRIMARY) and (EPS-DILUTED) tags have been restated. Restatement is due to a change in accunting principle, specifically, Statement of Financial Accounting Standards No. 128, "Earnings per Share". 1,000 12-MOS OCT-31-1995 OCT-31-1995 248,700 0 988,300 24,600 809,400 2,201,200 2,572,900 1,445,800 4,707,400 1,712,400 459,300 0 0 46,100 1,610,700 4,707,400 5,612,600 5,628,700 4,357,900 5,267,000 0 0 47,400 342,200 109,300 213,100 0 0 (16,000) 197,100 1.08 1.08
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