-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, s9K3fxK9oh2Psy8T8C48ibziom0MYUN5vZ6svxMJE5TvbBQsfd6Y7ITeh6K93Wxn LP/cf/Dlad7A8hsO1erX1A== 0000030099-94-000003.txt : 19940203 0000030099-94-000003.hdr.sgml : 19940203 ACCESSION NUMBER: 0000030099-94-000003 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940201 19940201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRESSER INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000030099 STANDARD INDUSTRIAL CLASSIFICATION: 3561 IRS NUMBER: 750813641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 33 SEC FILE NUMBER: 002-81536 FILM NUMBER: 94504144 BUSINESS ADDRESS: STREET 1: 1600 PACIFIC STREET 2: P O BOX 718 CITY: DALLAS STATE: TX ZIP: 75221 BUSINESS PHONE: 2147406000 MAIL ADDRESS: STREET 1: P.O. BOX 718 CITY: DALLAS STATE: TX ZIP: 75221 S-8 POS 1 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 ON S-4 As filed with the Securities and Exchange Commission on February 1, 1994 Registration No. 33-50653-01 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 on FORM S-8 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933* DRESSER INDUSTRIES, INC. (Exact name of Registrant as specified in its Charter) 2001 Ross Avenue Rebecca R. Morris Dallas, Texas 75201 Vice President - Corporate (214) 740-6000 Counsel and Secretary (Address, including zip code, 2001 Ross Avenue telephone number and area code of Dallas, Texas 75201 Registrant's principal executive (214) 740-6000 offices) (Address, including zip code, and telephone number, including area code, of agent for services) Delaware 1629 (State or other jurisdiction of (Primary Standard Industrial incorporation or organization) Classification Number) 75-0813641 (Employer Identification No.) Approximate date of commencement of proposed sale to the public: Promptly after the filing of this Post-Effective Amendment. * Filed as a Post-Effective Amendment on Form S-8 to such Form S-4 Registration Statement pursuant to the procedure described herein. See "INTRODUCTORY STATEMENT." INTRODUCTORY STATEMENT Dresser Industries, Inc. ("Dresser" or "Registrant") hereby amends its Registration Statement on Form S-4 (No. 33-50653) (the "Form S-4"), by filing this Post-Effective Amendment No. 1 on Form S-8 (the "Post- Effective Amendment") relating to the sale of up to 2,263,390 shares of common stock, par value $.25 per share, of Dresser ("Dresser Common Stock") issuable upon the exercise of stock options granted or reserved for granting under Baroid Corporation's 1990 Long Term Performance Incentive Plan (the "Incentive Plan") and 1990 Non-Employee Director Stock Option Plan (the "Director Plan"). On January 21, 1994, BCD Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Dresser, was merged with and into Baroid, a Delaware corporation. As a result of such merger (the "Merger"), Baroid has become a wholly-owned subsidiary of Dresser and each outstanding share (other than shares owned by Dresser, Baroid or any direct or indirect wholly-owned subsidiary of Dresser or Baroid) of common stock, par value $.10 per share, of Baroid ("Baroid Common Stock"), has been converted into 0.4 shares of Dresser Common Stock. Pursuant to the Merger, each outstanding option issued or reserved for issuance pursuant to the Incentive Plan and the Director Plan will no longer be exercisable for shares of Baroid Common Stock but, instead, will constitute an option to acquire, on the same terms and conditions as were applicable under such option, shares of Dresser Common Stock in lieu of shares of Baroid Common Stock. The designation of the Post-Effective Amendment as Registration Statement No. 33-50653-01 denotes that the Post-Effective Amendment relates only to the shares of Dresser Common Stock issuable upon exercise of stock options under the Incentive Plan and the Director Plan and that this is the first Post-Effective Amendment to the Form S- 4 filed with respect to such shares. PART II Item 3. Incorporation of Certain Documents by Reference. The following documents, which have been filed by Dresser with the Securities and Exchange Commission ("SEC") (File No. 1-4003), are hereby incorporated herein by reference: 1) Dresser's Annual Report on Form 10-K for its fiscal year ended October 31, 1993. 2) The description of Preferred Stock Purchase Rights, including a description of Dresser Common Stock (contained in Exhibit 1 to the Registration Statement on Form 8-A filed by Dresser with the Commission August 30, 1990, as amended by Amendment No. 1 on Form 8 filed with the Commission on October 3, 1990). All documents and reports filed by Dresser pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment hereto which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents or reports. All information appearing in this registration statement or in any document incorporated herein by reference is not necessarily complete and is qualified in its entirety by the information and financial statements (including notes thereto) appearing in the documents incorporated herein by reference and should be read together with such information and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of hereof to the extent that a statement contained herein (or in any subsequently filed document which also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part hereof, except as so modified or superseded. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The legality of the Dresser Common Stock to be issued under the Incentive Plan and the Director Plan has been passed upon by Rebecca R. Morris, Vice President - Corporate Counsel and Secretary of Dresser who as of January 19, 1994, owned 2,965 shares of Dresser Common Stock and had rights to acquire 24,750 additional shares of Dresser Common Stock. Item 6. Indemnification of Directors and Officers. Pursuant to Section 145 of the Delaware General Corporation Law ("DGCL"), a corporation may indemnify any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. In an action by or in the right of the corporation, a corporation may indemnify any such person against expenses actually and reasonably incurred by him in connection with the defense or settlement of such action if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, except that no indemnification shall be made in respect of any claim or issue as to which such person is adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses, which the court shall deem proper. Indemnification, unless ordered by the court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of such person is proper in the circumstances because he has met the applicable standard of conduct. Such determination is made (1) by the board of directors by a majority vote of a quorum consisting of disinterested directors, or (2) by independent legal counsel in a written opinion, or (3) by the stockholders. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any such matter, Section 145 requires that the corporation indemnify him against expenses actually and reasonably incurred by him in his defense. Further, expenses may be paid by the corporation in advance of final disposition of the matter upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified. Such indemnification and advancement of expenses is not deemed exclusive of any other right to which a director or officer might be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise. Section 145 also empowers a corporation to purchase and maintain insurance on behalf of any person who might be indemnified thereunder whether or not the corporation would have the power to indemnify him against such liability under such Section. The Registrant's Restated Certificate of Incorporation, as amended, provides for indemnification of certain persons including directors and officers to the fullest extent permitted under Section 145 of the DGCL. Insurance is maintained by the Registrant covering certain expenses, liabilities or losses which may be incurred by any person by reason of his being a director or officer of the Registrant or a subsidiary corporation, partnership, joint venture, trust or other enterprise. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Reference is made to the Exhibit Index that immediately precedes the exhibits filed with this Post-Effective Amendment No. 1 to Registration Statement. Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby further undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of any employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as the indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES The Registrant 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 Post-Effective Amendment on Form S-8 to the Registration Statement on Form S-4 (Registration No. 33-50653-01) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 31st day of January, 1994. DRESSER INDUSTRIES, INC. By: /s/ George H. Juetten George H. Juetten, Vice President - Controller Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment on Form S-8 to the Registration Statement on Form S-4 (Registration No. 33-50653-01) has been signed by the following persons in the capacities and as of the date indicated. Signature Title Date *JOHN J. MURPHY Chairman of the Board January 31, 1994 John J. Murphy (Principal Executive Officer) Vice Chairman January 31, 1994 *B. D. ST. JOHN (Principal Accounting B. D. St. John Officer) /S/GEORGE H. JUETTEN Vice President - January 31, 1994 George H. Juetten Controller (Principal Accounting Officer) *WILLIAM E. BRADFORD Director January 31, 1994 William E. Bradford Director January 31, 1994 *SAMUEL B. CASEY Samuel B. Casey Director January __, 1994 Lawrence Eagleburger *RAWLES FULGHAM Director January 31,1994 Rawles Fulgham *JOHN A. GAVIN Director January 31,1994 John A. Gavin *RAY L. HUNT Director January 31,1994 Ray L. Hunt J. Landis Martin Director Janaury __, 1994 *W. GEORGE NANCARROW Director January 31, 1994 W. George Nancarrow Director *LIONEL H. OLMER Director January 31, 1994 Lionel H. Olmer Jay A. Precourt Director January __, 1994 *A. KENNETH PYE Director January 31, 1994 A. Kenneth Pye *RICHARD W. VIESER Director January 31, 1994 Richard W. Vieser *By: /s/STANLEY E. MCGLOTHLIN Stanley E. McGlothlin Attorney-in-Fact INDEX TO EXHIBITS Exhibit Number Description **5.1 Opinion of Rebecca Morris as to the legality of securities being issued, including consent. *23.1 Consent of Price Waterhouse *23.2 Consent of Ernst & Young *23.3 Consent of Coopers & Lybrand *23.4 Consent of Arthur Andersen **23.5 Consent of Rebecca Morris is included in her opinion **24 Powers of Attorney * Filed herewith ** Previously filed EX-23 2 CONSENT PRICE WATERHOUSE Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated December 9, 1993 appearing on page 22 of the Dresser Industries, Inc. Annual Report on Form 10-K and for the year ended October 31, 1993 of our report dated November 12, 1992 relating to the financial statements of Dresser-Rand Company as of September 30, 1992 and 1991 and for the two years in the period ended September 30, 1992 appearing on page 3 of the 1992 consolidated financial statements of Dresser-Rand Company included in Form 10-K. We also consent to the incorporatin by reference of our report on the Financial Statement Schedules of Dresser-Rand Company, which appears on page 87 of the Annual Report on Form 10-K. /s/PRICE WATERHOUSE Price Waterhouse Dallas, Texas January 25, 1994 EX-23 3 CONSENT ERNST & YOUNG Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Post-Effective Amendment No. 1 (Form S-8 No. 33-50653-01) to the Registration Statement (Form S 4 No. 33-50653) and related Prospectus of Dresser Industries, Inc. for the registration of common stock, par value $.25 per share, of Dresser Industries, Inc. issuable upon the exercise of stock options granted or reserved for granting under Baroid Corporation's 1990 Long Term Performance Incentive Plan and 1990 Non-Employee Director Stock Option Plan of our reports (i) dated February 4, 1993, with respect to the consolidated financial statements and schedules of Baroid Corporation and Subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 1992, filed with the Securities and Exchange Commission, and (ii) dated March 1, 1993, with respect to the supplemental consolidated financial statements and schedules of Baroid Corporation and Subsidiaries included in its Registration Statement (Form S-3 No. 33-60174) and related Prospectus, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG Ernst & Young Houston, Texas January 28, 1994 EX-23 4 CONSENT COOPERS & LYBRAND Exhibit 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (No. 33-50563-01) on Form S-8 of our report dated March 3, 1992, on our audits of the financial statements and financial statement schedules of Baroid Corporation and subsidiaries as of December 31, 1991 and 1990 and for the years ended December 31, 1991, and 1990, which report is included in Baroid's 1992 Annual Report on Form 10-K. /s/COOPERS & LYBRAND Coopers & Lybrand Houston, Texas January 25, 1994 EX-23 5 CONSENT ARTHUR ANDERSEN Exhibit 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors Sub Sea International Inc: As independent public accountants, we hereby consent to the use of our reports included herein or made a part of this registration statement of Dresser Industries, Inc. (Post-Effective Amendment No. 1 on Form S-8 to Form S-4) and to the reference to our firm under the heading "Experts" in the registration statement. /s/ARTHUR ANDERSEN & CO. Arthur Andersen & Co. New Orleans, Louisiana January 27, 1994 -----END PRIVACY-ENHANCED MESSAGE-----