-----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, h0Z9ssrzp30GnXRoysIXXuCvG2IMfaLUYhbkFFEBinCzK7rY4kKTLECWrej5jsOL ZOI5uzGNnyv7DkyDRdnTEA== 0000030099-94-000007.txt : 19940208 0000030099-94-000007.hdr.sgml : 19940208 ACCESSION NUMBER: 0000030099-94-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940121 ITEM INFORMATION: 2 ITEM INFORMATION: 7 FILED AS OF DATE: 19940207 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: 8-K SEC ACT: 34 SEC FILE NUMBER: 001-04003 FILM NUMBER: 94504712 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 8-K 1 NEWS RELEASES DATED JANUARY 21 & 27, 1994 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) - January 21, 1994 DRESSER INDUSTRIES, INC. (Exact Name of Registrant as specified in its Charter) DELAWARE 1-4003 75-0813641 (State or other juris- (Commission (I. R. S. Employer diction of incorporation) File No.) Identification No.) 2001 Ross Avenue, Dallas, Texas 75201 (Address of Principal Executive Offices) Registrant's telephone number, including area code (214) 740-6000 Item 2. Acquisition or Disposition of Assets On January 19, 1994 shareholders of Registrant voted to approve the merger (the "Merger") of BCD Acquisition Corporation ("BCD"), a wholly owned subsidiary of Registrant, into Baroid Corporation ("Baroid"). The Merger was effective January 21, 1994 (the "Effective Date"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated September 7, 1993, among Registrant, BCD and Baroid. Shareholders of Baroid on the Effective Date will receive 37,286,662 million shares of Registrant's Common Stock in exchange for all of the issued and outstanding shares of Baroid. In addition, approximately 3.6 million shares of Registrant's Common Stock are reserved for issuance upon exercise of outstanding warrants to purchase Baroid common stock and for issuance pursuant to certain benefit plans assumed by Registrant. For financial reporting purposes, the Merger will be treated as a pooling of interests combination. Baroid operations include drilling fluids, drilling services and products and offshore services businesses. In connection with the Merger, Registrant and Baroid announced December 23, 1993, that they reached an agreement with the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to which Registrant must dispose of either its 64% interest in M-I Drilling Fluids Company or Baroid Drilling Fluids Inc., a wholly- owned subsidiary of Baroid. In addition, Registrant must also dispose of the United States diamond drill bit business of DB Stratabit, Inc. ("DBS") and grant to the purchaser a non-exclusive license to manufacture steel-bodied diamond drill bits worldwide. Divestiture of the drilling fluids business must occur by June 1, 1994 and the diamond drill bit transaction must occur by July 1, 1994. On January 27, 1994, Registrant announced that it had agreed in principle to sell its interest in M-I Drilling Fluids Company to Smith International, Inc. The completion of the transaction is subject to the negotiation and execution of a definitive agreement, approval from both the Smith and Dresser Boards of Directors, the consent of minority partner Halliburton Company and certain regulatory approvals. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. 2 (a) Financial Statements of Businesses Acquired. (b) Pro Forma Financial Information. It is impracticable to provide the Financial Statements and Pro Forma Financial Information at this time. Registrant expects to file such statements and information under cover of Form 8-K/A as soon as practicable, but in no event later than April 7, 1994. (c) Exhibits. Exhibit 2.1 Agreement and Plan of Merger dated as of September 7, 1993. 99.1 News Release dated January 21, 1994, announcing the completion of the Merger. 99.2 News Release dated January 27, 1994, announcing the agreement in principle to sell M-I Drilling Fluids Company. 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 Vice President - Controller February 4, 1994 3 EXHIBIT INDEX Exhibit No. Description 2.1 Agreement and Plan of Merger dated as of September 7, 1993. (Incorporated by reference to Exhibit 2.1 to Registrant's Registration Statement on Form S-4, Registration No. 33-50563). *99.1 News Release dated January 21, 1994, announcing the completion of the Merger. *99.2 News Release dated January 27, 1994, announcing the agreement in principle to sell M-I Drilling Fluids Company. ____________________ *Filed herewith 4 EX-99 2 NEWS RELEASE DATED JANUARY 21, 1994 Exhibit 99.1 DRESSER INDUSTRIES LETTERHEAD Donald R. Galletly (214/740-6757) January 21, 1994 FOR IMMEDIATE RELEASE Dresser Industries Merger with Baroid Completed DALLAS, TEXAS ... Dresser Industries, Inc. (NYSE: DI) announced today that the merger with Baroid Corporation became effective today at 11 a.m. EDT. Baroid is now a wholly owned subsidiary of Dresser Industries. Headquartered in Dallas, Dresser is a leading supplier of highly engineered products and services utilized in hydrocarbon energy- related activities throughout the world. **************** EX-99 3 NEWS RELEASE DATED JANUARY 27, 1994 Exhibit 99.2 DRESSER INDUSTRIES, INC. LETTERHEAD Donald R. Galletly (214/740-6757) January 27, 1994 FOR IMMEDIATE RELEASE Dresser to Sell M-I Drilling Fluids to Smith International DALLAS, TEXAS ... Dresser Industries, Inc. (NYSE: DI) announced today that it has agreed in principle to sell its 64 percent interest in M-I Drilling Fluids Company to Smith International, Inc. (NYSE: SII). M-I Drilling Fluids Company is currently owned jointly by Dresser (64 percent) and Halliburton (36 percent). The purchase price for Dresser's share of M-I is $160 million. Dresser is undertaking the sale to comply with the terms of the agreement reached with the Antitrust Division of the U.S. Department of Justice regarding Dresser's recently completed acquisition of Baroid Corporation. Dresser will remain in the drilling fluids business through its wholly owned subsidiary Baroid Drilling Fluids Inc. The completion of the transaction is subject to the negotiation and execution of a definitive agreement, approval from both the Smith and Dresser boards of directors, the consent of minority partner Halliburton Company and certain regulatory approvals. Headquartered in Dallas, Dresser is a leading supplier of highly engineered products and services utilized in hydrocarbon energy-related activities throughout the world. **************** -----END PRIVACY-ENHANCED MESSAGE-----