-----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, nMO29oCSOLlaZvcSHsqUliIeKuQsM++OY+15i434fG8wpI65S5B+c1n3E5+pMiub GFGX9EDoeCXZOavqw/ZccA== 0000030099-94-000014.txt : 19940407 0000030099-94-000014.hdr.sgml : 19940407 ACCESSION NUMBER: 0000030099-94-000014 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19940406 EFFECTIVENESS DATE: 19940425 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 SEC ACT: 33 SEC FILE NUMBER: 033-52989 FILM NUMBER: 94520390 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 1 THE M.W. KELLOGG EMPLOYEE STOCK PURCHASE PLAN As filed with the Securities and Exchange Commission on April 6, 1994 Registration No. 33-_________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DRESSER INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 75-0813641 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2001 Ross Avenue Dallas, Texas 75201 (Address of Principal Executive Offices) (Zip Code) The M. W. Kellogg Company Employee Stock Purchase Plan (Full title of the plan) Rebecca Morris 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) CALCULATION OF REGISTRATION FEE Title of each Proposed class of Proposed Proposed maximum Amount securities Amount maximum aggregate of to be to be offering price offering registration registered registered per share(1) price fee Common 100,000 $22.375 $2,237,500 $771.55 Stock,par value $.25 per share (2) (1) Estimated pursuant to Rules 457(c) and (h) solely for purposes of computing the registration fee and based upon the average of the high and low sales prices reported in the consolidated reporting system for the Common Stock on the New York Stock Exchange on March 30, 1994. (2) Includes the Preferred Stock Purchase Rights associated with the Common Stock. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Note: The document(s) containing the employee benefit plan information required by Item 1 of this Form and the statement of availability of Registrant information, employee benefit plan information and employee benefit plan annual reports and other information required by Item 2 of this Form will be sent or given to participants as specified by Rule 428. In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission ("Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. Registrant shall maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Registrant shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of documents by reference. The following documents, which Dresser Industries, Inc. ("Dresser") has filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act") (File No. 1-4003), are incorporated by reference in this Registration Statement and shall be deemed to be a part hereof: (a) Dresser's 1993 Annual Report on Form 10-K for the fiscal year ended October 31, 1993. (b) Dresser's Quarterly Report on Form 10-Q for the period ended January 31, 1994. (c) Dresser's Current Reports on Form 8-K dated December 9, 1993, December 29, 1993 and January 28, 1994. (d) Dresser's Current Report on Form 8-K dated January 21, 1994, as amended by Amendment No. 1 to such Current Report on Form 8-K/A dated March 10, 1994. (e) The description of the Preferred Stock Purchase Rights (including a description of Dresser's Common Stock), contained in Dresser's Registration Statement on Form 8-A filed with the Commission on August 30, 1990, as amended by Amendment No. 1 on Form 8 filed on October 3, 1990. All documents subsequently filed by the Company or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment 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 in this Registration Statement and to be a the date of filing of such documents. Any statement contained in this Registration Statement or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that is subsequently incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall deemed, except as so modified or superseded, to constitute a part of this Registration Statement. EXPERTS The consolidated financial statements of Dresser Industries, Inc. and Dresser-Rand Company included in Dresser's Annual Report on Form 10-K for its fiscal year ended October 31, 1993, and the supplemental consolidated financial statements of Dresser and its subsidiaries included in Amendment No. 1 on Form 8-K/A to Dresser's Current Report on Form 8-K dated January 21, 1994, have been incorporated by reference in this Registration Statement in reliance on the report of Price Waterhouse, independent accountants, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements of Baroid Corporation and Subsidiaries at December 31, 1992 and for the year then ended, appearing in Baroid Corporation's Annual Report on Form 10-K for the year ended December 31, 1992, have been audited by Ernst & Young, independent auditors, and as of December 31, 1991, and for each of the two years in the period ended December 31, 1991, by Coopers & Lybrand, independent auditors, as set forth in their respective reports incorporated by reliance upon such reports given upon the authority of such firms as experts accounting and auditing. The supplemental consolidated financial statements of Baroid Corporation and Subsidiaries appearing in Baroid Corporation's Registration Statement (Form S-3 No. 33-60174) have been audited by Ernst & Young, independent auditors, as set forth in their report included therein and incorporated herein by reference, and are based in part on the reports of Arthur Andersen & Co. and Coopers & Lybrand, independent auditors. Such supplemental consolidated financial statements are incorporated by reference in reliance upon such reports given upon the authority of such firms as experts in accounting and auditing. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Pursuant to Section 145 of the Delaware General Corporation Law ("Section 145"), a corporation may indemnify any person who was or is 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, act 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 action or proceeding, had no reasonable cause to believe his conduct was unlawful. In an action by or in the right of the corporation, such corporation may indemnify any such person against expenses actually and reasonably incurred by him in connection with the defense or settlement of such action or suit 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, issue or matter 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 or suit 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. Dresser has in effect an amendment to its Restated Certificate of Incorporation, providing for indemnification of certain persons including directors and officers to the fullest extent permitted under Section 145. Insurance is maintained for each director and officer of Dresser covering certain losses he may incur which arise by reason by his being a director or officer of Dresser or a subsidiary corporation, partnership, joint venture, trust or other enterprise. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. The Exhibits are listed in the Index to Exhibits immediately preceding the Exhibits. 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; (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employ benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 Act governed by the final adjudication of such issue. 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 March 31, 1994. DRESSER INDUSTRIES, INC. By: /s/GEORGE H. JUETTEN (George H. Juetten, Vice President and Controller) Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities indicated on March 31, 1994. Signature Title * JOHN J. MURPHY Chairman of the Board (John J. Murphy) (Principal Executive Officer) /s/ GEORGE H. JUETTEN Vice President - Controller (George H. Juetten) (Principal Accounting Officer) * B. D. ST. JOHN Vice Chairman of the Board (B. D. St. John) (Principal Financial Officer) * WILLIAM E. BRADFORD * J. LANDIS MARTIN (William E. Bradford, Director) (J. Landis Martin, Director) * SAMUEL B. CASEY, JR. * LIONEL H. OLMER (Samuel B. Casey, Jr., Director) (Lionel H. Olmer) * LAWRENCE S. EAGLEBURGER * JAY A. PRECOURT (Lawrence S. Eagleburger, Director) (Jay A. Precourt, Director) * RAWLES FULGHAM * A. KENNETH PYE (Rawles Fulgham, Director) (A. Kenneth Pye, Director) * JOHN A. GAVIN * RICHARD W. VIESER (John A. Gavin, Director) (Richard W. Vieser, Director) * RAY L. HUNT (Ray L. Hunt, Director) *BY: /s/STANLEY E. MCGLOTHLIN Stanley E. McGlothlin (Attorney-In-Fact) Pursuant to the requirements of the Securities Act of 1933, the Administrative Committee of The M. W. Kellogg Company Employee Stock Purchase Plan 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 March 31, 1994. THE M. W. KELLOGG COMPANY EMPLOYEE STOCK PURCHASE PLAN By: /s/ DAVID L. BARTLETT David L. Bartlett Plan Administrator INDEX TO EXHIBITS Exhibit Number Description 4.1 Rights Agreement dated August 16, 1990, between Dresser Industries, Inc. and 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). *4.2 Form of The M.W. Kellogg Company Employee Stock Purchase Plan. *23.1 Consent of Price Waterhouse. *23.2 Consent of Ernst & Young. *23.3 Consent of Coopers & Lybrand. *23.4 Consent of Arthur Andersen. *24 Powers of Attorney _______________________ * Filed herewith. EX-4 2 EMPLOYEE STOCK PURCHASE PLAN Exhibit 4.2 THE M. W. KELLOGG COMPANY EMPLOYEE STOCK PURCHASE PLAN (Established Effective April 1, 1994) I. PURPOSE The M. W. Kellogg Company Employee Stock Purchase Plan (the "Plan") is designed to encourage and assist all eligible employees of the Company, where permitted by applicable laws and regulations, to acquire an equity interest in Dresser Industries, Inc. through the purchase of shares of Common Stock. II. DEFINITIONS The following words and phrases as used herein shall have the following meanings unless a different meaning is plainly required by the context: (A) Account: As of any given date, (i) the amount of contributions then made to the Plan by a Participant and not yet used for the purchase of shares of Common Stock, (ii) the shares of Common Stock purchased for the Participant, plus any Fractional Share and dividends on shares of Common Stock held by the Custodian and (iii) the earnings then accrued on such Fractional Share and dividends. (B) Benefits Department: The Employee Benefits Department of The M. W. Kellogg Company. (C) Board: The Board of Directors of The M. W. Kellogg Company. (D) Code: The Internal Revenue Code of 1986, as amended from time to time. (E) Committee: The administrator of the Plan as provided in Article III hereof. (F) Common Stock: The Common Stock, par value $0.25 per share, of Dresser Industries, Inc. (G) Company: The M. W. Kellogg Company, a Delaware corporation. (H) Custodian: The bank or financial institution designated by the Committee to purchase and hold Participants' shares of Common Stock and dividends thereon in their Account, and to perform other administerial functions required by the Plan and such other duties as the Company shall designate. (I) Effective Date: April 1, 1994. (J) Employee: Any U.S. based individual employed by the Company, excluding, however, officers and directors of Dresser Industries, Inc. (K) Fractional Share: Cash equal to less than the price of a whole share of Common Stock remaining in a Participant's account following the purchase of whole shares of Common Stock. (L) Participant: Each Employee who meets the eligibility requirements of Article V and is participating in the Plan. (M) Payroll Period: The biweekly pay period for each Employee that ends at midnight on the Friday prior to the Thursday on which Employees receive payment from the Employer. (N) Plan: The M. W. Kellogg Company Employee Stock Purchase Plan, as amended from time to time. (O) Purchase Date: The last trading day of the Purchase Period (or such other date as may be determined by the Committee). (P) Purchase Period: The period of time during which the Custodian purchases shares of Common Stock for Participants in the Plan. III. ADMINISTRATION OF THE PLAN The Plan shall be administered by the Committee appointed by the Board. The Committee shall supervise the administration and enforcement of the Plan according to its terms and provisions and shall have all powers necessary to accomplish these purposes and discharge its duties hereunder including, but not by way of limitation, the power to (A) employ and compensate agents of the Committee for the purpose of administering the accounts of participating employees, (B) construe or interpret the Plan, (C) determine all questions of eligibility and (D) compute the amount and determine the manner and time of payment of all benefits according to the Plan hereunder. The Committee may act by (1) a majority decision of its members present at a regular or special meeting of the Committee at which a quorum (majority of Committee members) is present or (2) a decision reduced to writing and signed by a majority of the members of the Committee without holding a formal meeting. Vacancies in the membership of the Committee arising from death, resignation or other inability to serve shall be filled by appointment of the Board. IV. NATURE AND NUMBER OF SHARES The Common Stock subject to the terms of the Plan shall be previously issued shares of Common Stock. V. ELIGIBILITY REQUIREMENTS Each regular full-time Employee of the Company shall become eligible to participate in the Plan in accordance with Article VI hereof. Participation in the Plan is voluntary. VI. ENROLLMENT Each Employee who is eligible (as described in Article V hereof) on the Effective Date may enroll in the Plan as of the Effective Date. Each other Employee who thereafter becomes eligible to participate may enroll in the Plan on the first Payroll Period following the date that he or she first meets the eligibility requirements of Article V. Any eligible Employee not enrolling in the Plan when first eligible may enroll in the Plan on the first of any subsequent Payroll Period. Any eligible Employee may enroll or re-enroll in the Plan on the dates hereinabove prescribed or such other specific dates as may be established by the Committee from time to time. In order to enroll, any eligible Employee must complete, sign and submit the appropriate form to the Benefits Department. VII. METHOD OF PAYMENT Payment for shares is to be made through payroll deductions (with no right of prepayment) with the first such deduction commencing with the first Payroll Period after the Participant enrolls in the Plan. Each Participant will authorize such deductions from his or her compensation for each Payroll Period and such amounts will be deducted in conformity with the Company's payroll deduction schedule. In addition, Participants may elect to make a cash lump-sum contribution to purchase shares of Common Stock under the Plan, in the manner prescribed by the Committee. The minimum contribution amount is $5 per Payroll Period for contributions made through payroll deduction or $100 per payment for contributions made through the optional lump-sum payment method. The rate of contribution shall be designated by the Participant in the enrollment form. A Participant may elect to increase or decrease the rate of contribution at any time, but not retroactively. Such change shall be effective as of the next Payroll Period provided that 10 days prior written notice has been given to the Benefits Department on a new enrollment form indicating the revised rate of contribution. VIII. SUSPENSION OR WITHDRAWAL OF CONTRIBUTIONS A Participant may suspend payroll deductions at any time by giving 10 days prior written notice to the Benefits Department on the appropriate form. A Participant who discontinues contributions to the Plan may also elect to withdraw contributions at any time as of the first day of the next following month by giving 10 days prior written notice to the Benefits Department on the appropriate form. Any Participant who withdraws contributions will receive (i) cash or (ii) upon the Participant's request a stock certificate for the number of shares of Common Stock held by the Participant under the Plan plus a cash payment equal to any other amounts in the Participant's Account as soon as practicable. Any Participant who suspends payroll deductions or withdraws contributions must re-enroll in the Plan in order to participate. IX. CREDITING OF PARTICIPANT ACCOUNTS; CUSTODIAN Contributions shall be credited to each Participant's Account as soon as administratively feasible after payroll withholding. Shares of Common Stock and Fractional Shares shall be credited to each Participant's Account as soon as administratively feasible after the Purchase Date. Dividends on shares of Common Stock held by the Custodian for Participants' Accounts will also be credited to such Participants' Accounts. Until invested in shares of Common Stock, Fractional Shares and dividends on shares of Common Stock held by the Custodian shall be held by the Custodian and shall be credited with interest at the rate realized for the investment vehicle designated by the Committee for Fractional Shares and dividends on shares of Common Stock held by the Custodian. Amounts representing any Fractional Shares, any dividends on shares of Common Stock held by the Custodian, and any earnings thereon will automatically be reinvested in additional shares of Common Stock. Dividends on shares of Common Stock held of record by Participants will be delivered directly to such Participants and will not be reinvested in additional shares of Common Stock. X. PURCHASE OF SHARES The Company will forward payroll contributions to the Custodian each Payroll Period. The Custodian will purchase shares of Common Stock with each Participant's contributions as soon as administratively practicable after receipt of the Participant's payroll and optional lump-sum contributions. The purchase price per share of Common Stock under the Plan shall be equal to an average of the "Fair Market Value" of all of the shares of Common Stock purchased during the Purchase Period for all Participants in the Plan. The Fair Market Value of a share of Common Stock on a particular date shall be deemed to be (A) if the shares of Common Stock are listed on a national securities exchange, the actual sales price per share of Common Stock on the principal such national securities exchange on that date, or (B) if the shares of Common Stock are not so listed but are quoted in the NASDAQ National Market System, the actual sales price per share of Common Stock on the NASDAQ National Market System on that date. Certificates evidencing shares of Common Stock purchased shall be delivered to the Custodian as soon as administratively feasible after the Purchase Date, but Participants shall be treated as the beneficial owners of their shares of Common Stock effective as of the Purchase Date. The Custodian shall be the record owner of all shares of Common Stock credited to Participants' Accounts, unless the Participant elects to be the record owner of such shares. Fractional Shares shall be delivered to the Custodian as soon as administratively feasible after the Purchase Date, credited to Participants' Accounts on the Purchase Date and carried forward for application during the next Purchase Period. XI. TERMINATION OF PARTICIPATION Participation in the Plan terminates immediately when a Participant ceases to be employed by the Company for any reason whatsoever (including death or unpaid disability) or the Participant otherwise becomes ineligible. Participation also terminates immediately when the Participant voluntarily withdraws contributions from the Plan. Participation terminates if the Participant elects not to re-enroll in the Plan or if the Participant has suspended payroll deductions and has not re-enrolled in the Plan. After termination of participation and in accordance with procedures established by the Committee, the Committee shall cause (i) cash or (ii) a certificate for the number of shares of Common Stock held in the Participant's Account to be delivered to the Participant (or beneficiary or legal representative) plus a cash payment equal to any other amounts in the Participant's Account. XII. DESIGNATION OF BENEFICIARY; PAYMENT UPON DEATH Each Participant may designate one or more persons as his or her beneficiaries in the event of death and may, in his or her sole discretion, change such designation at any time. Any such designation shall be effective upon receipt by the Benefits Department and shall control over any disposition by will or otherwise. As soon as administratively feasible after the death of a Participant, a certificate for any shares of Common Stock in the Participant's Account and an amount in cash equal to any other amounts in the Participant's Account shall be delivered to the Participant's designated beneficiaries or, in the absence of such designation, to the executor, administrator or other legal representative of the Participant's estate. Such payment shall relieve the Company of further liability to, or in respect of, the deceased Participant with respect to the Plan. If more than one beneficiary is designated, each beneficiary shall receive an equal portion of the Account unless the Participant has given express contrary instructions. XIII. NO INTEREST ON REFUNDS AND WITHDRAWALS OF CONTRIBUTIONS Any refund or withdrawal of contributions that were made to the Plan during the Purchase Period in which the refund is made shall not be credited with any interest from the date(s) of such contributions to the date that such refund or withdrawal is made during the calendar quarter in which the refund is made. This provision shall apply irrespective of whether the refund or withdrawal is paid to the Participant, his or her beneficiary, estate or other legal representative or anyone else who is entitled thereto. This provision shall not apply to Fractional Shares or dividends credited to a Participant's account and deposited with the Custodian, or to the earnings on such Fractional Shares and dividends. XIV ASSIGNMENT The rights of a Participant under the Plan are not assignable or otherwise transferable except by will or the laws of descent and distribution. No purported assignment or transfer of such rights of a Participant under the Plan, whether voluntary, involuntary, by operation of law or otherwise, shall vest in the purported assignee or transferee any interest or right therein, but immediately upon such assignment or transfer, or any attempt to make the same, such rights shall terminate and become of no further effect. If this provision is violated, the Participant's election to purchase Common Stock shall terminate and the only obligation of the Company remaining under the Plan will be to deliver to the person entitled thereto any shares of Common Stock in the Participant's Account and an amount in cash equal to any other amounts in the Participant's Account. No Participant may create a lien on any funds, securities, rights or other property held for the account of the Participant under the Plan, except to the extent that there has been a designation of beneficiaries in accordance with the Plan, and except to the extent permitted by will or the laws of descent and distribution if beneficiaries have not been designated. A Participant's right to purchase shares of Common Stock under the Plan shall be exercisable only during the Participant's lifetime and only by him or her. XV. COSTS All costs and expenses incurred in administering this Plan shall be paid by the Company. Any brokerage fees for the sale of shares of Common Stock purchased under the Plan shall be paid by the Participant. XVI. REPORTS Each calendar quarter, the Custodian shall provide or cause to be provided to each Participant a report of his or her contributions and the shares of Common Stock purchased with such contributions by that Participant. In addition, each Participant will receive the same information sent to stockholders of Dresser Industries, Inc. generally. XVII. RIGHTS AS STOCKHOLDER A Participant will have no rights as a stockholder of Dresser Industries, Inc. under the election to purchase until he or she becomes such a stockholder as herein provided. A Participant will become a stockholder of Dresser Industries, Inc. with respect to shares of Common Stock for which payment has been completed, as provided in Article X hereof, at the close of business on the Purchase Date. XVIII. MODIFICATION AND TERMINATION The Board of Directors of Dresser Industries, Inc. may amend or terminate the Plan at any time insofar as permitted by law. In the event that the Plan is terminated, the Committee may elect to terminate all outstanding rights to purchase shares of Common Stock under the Plan either immediately or upon completion of the purchase of shares of Common Stock on the next Purchase Date, unless the Committee has designated that the right to make all such purchases shall expire on some other designated date occurring prior to the next Purchase Date. If the Plan is terminated, the Committee shall as soon as administratively feasible cause a certificate for the number of shares of Common Stock held in each Participant's Account and an amount in cash equal to any other amounts in such Participant's Account to be delivered to such Participant (or his or her beneficiary or legal representative). XIX. BOARD APPROVAL; EFFECTIVE DATE This Plan was adopted by the Board on , 1994. The Plan shall become effective as of April 1, 1994 as the Committee may designate. XX. GOVERNMENTAL APPROVALS OR CONSENTS This Plan and any offering or sale made to Employees under it are subject to any governmental approvals or consents that may be or become applicable in connection therewith. Subject to the provisions of Article XXI hereof, the Board may make such changes in the Plan and include such terms in any offering under the Plan as may be desirable to comply with the rules or regulations of any governmental authority. XXI OTHER PROVISIONS The agreements to purchase shares of Common Stock under the Plan shall contain such other provisions as the Committee and the Board shall deem advisable, provided that no such provision shall in any way be in conflict with the terms of the Plan. IN WITNESS WHEREOF, The M. W. Kellogg Company has caused these presents to be executed by its duly authorized officers in a number of copies, all of which shall constitute one and the same instrument, which may be sufficiently evidenced by any executed copy hereof, this ___ day of ______________, 1994. THE M. W. KELLOGG COMPANY By: ___________________________________ ATTEST: ___________________________________ THE M. W. KELLOGG COMPANY EMPLOYEE STOCK PURCHASE PLAN (Established Effective April 1, 1994) TABLE OF CONTENTS ARTICLE PAGE I. PURPOSE 1 II. DEFINITIONS 1 (A) Account 1 (B) Benefits Department 1 (C) Board 1 (D) Code 1 (E) Committee 1 (F) Common Stock 1 (G) Company 1 (H) Custodian 1 (I) Effective Date 1 (J) Employee 1 (K) Fractional Share 2 (L) Participant 2 (M) Payroll Period 2 (N) Plan 2 (O) Purchase Date 2 (P) Purchase Period 2 III. ADMINISTRATION OF THE PLAN 2 IV. NATURE AND NUMBER OF SHARES 3 V. ELIGIBILITY REQUIREMENTS 3 VI. ENROLLMENT 2 VII. METHOD OF PAYMENT 3 VIII. SUSPENSION OR WITHDRAWAL OF CONTRIBUTIONS 3 IX. CREDITING OF PARTICIPANT ACCOUNTS; CUSTODIAN 4 X. PURCHASE OF SHARES 4 XI. TERMINATION OF PARTICIPATION 4 XII. DESIGNATION OF BENEFICIARY; PAYMENT UPON DEATH 5 XIII. NO INTEREST ON REFUNDS AND WITHDRAWALS OF CONTRIBUTIONS 5 XIV. ASSIGNMENT 5 XV. COSTS 6 XVI. REPORTS 6 XVII. RIGHTS AS STOCKHOLDER 6 XVIII. MODIFICATION AND TERMINATION 6 XIX. BOARD APPROVAL; EFFECTIVE DATE 6 XX. GOVERNMENTAL APPROVALS OR CONSENTS 7 XXI. OTHER PROVISIONS 7 THE M. W. KELLOGG COMPANY EMPLOYEE STOCK PURCHASE PLAN (Established Effective April 1, 1994) EX-23 3 PRICE WATERHOUSE CONSENT (AUDITORS) Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Dresser Industries, Inc. of our report dated December 9, 1993, relating to the consolidated financial statements of Dresser Industries, Inc., which appears on page 22 of Dresser Industries, Inc.'s Annual Report on Form 10-K for the year ended October 31, 1993; our report dated November 12, 1992 relating to the consolidated financial statements of Dresser-Rand Company, which appears on page 3 on such Annual Report on Form 10-K; and our report on the Dresser-Rand Financial Statement Schedules, which appears on page 19 of such Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated February 9, 1994 on the supplemental consolidated financial statements of Dresser Industries, Inc., which appears on page F-11 of Amendment No. 1 on Form 8-K/A to Current Report on Form 8-K dated January 21, 1994. We also consent to the reference to us as experts in such Registration Statement. /s/PRICE WATERHOUSE Price Waterhouse Dallas, Texas March 24, 1994 EX-23 4 ERNST & YOUNG CONSENT (AUDITORS) Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the reference to our firm under the caption "Experts" in the Registration Statement on Form S-8 of Dresser Industries, Inc. pertaining to The M. W. Kellogg Company Employee Stock Purchase Plan and to the incorporation by reference therein 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 Exchange Commission, and (ii) dated March 1, 1993, with respect to the supplemental consolidated financial statements 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 March 31, 1994 EX-23 5 COOPERS & LYBRAND CONSENT (AUDITORS) Exhibit 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement on Form S-8 of Dresser Industries, Inc. pertaining to the M. W. Kellogg Company Employee Stock Purchase Plan 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. We also consent to the reference to our firm as "Experts" in Item 3 of the Registration Statement. /s/COOPERS & LYBRAND Coopers & Lybrand Houston, Texas March 29, 1994 EX-23 6 ARTHUR ANDERSEN & CO. CONSENT (AUDITORS) 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.on Form S-8 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 March 29, 1994 EX-24 7 POWERS OF ATTORNEY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the "Company"), hereby constitutes and appoints REBECCA MORRIS and STANLEY E. MCGLOTHLIN and each or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission a Registration Statement on Form S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and 100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par value, to be offered thereunder, with such amendments, supplements or appendices thereto as may be necessary or appropriate, together with all exhibits and any and all documents having relation thereto, granting unto said attorneys-in-fact and agents, and each or either of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, and each or either of them, or substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned Director and/or officer of the Company has hereunto set his hand this 17th day of March, 1994. /s/SAMUEL B. CASEY, JR. Samuel B. Casey, Jr. Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the "Company"), hereby constitutes and appoints REBECCA MORRIS and STANLEY E. MCGLOTHLIN and each or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission a Registration Statement on Form S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and 100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par value, to be offered thereunder, with such amendments, supplements or appendices thereto as may be necessary or appropriate, together with all exhibits and any and all documents having relation thereto, granting unto said attorneys-in-fact and agents, and each or either of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, and each or either of them, or substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned Director and/or officer of the Company has hereunto set his hand this 17th day of March, 1994. /s/WILLIAM E. BRADFORD William E. Bradford Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the "Company"), hereby constitutes and appoints REBECCA MORRIS and STANLEY E. MCGLOTHLIN and each or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission a Registration Statement on Form S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and 100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par value, to be offered thereunder, with such amendments, supplements or appendices thereto as may be necessary or appropriate, together with all exhibits and any and all documents having relation thereto, granting unto said attorneys-in-fact and agents, and each or either of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, and each or either of them, or substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned Director and/or officer of the Company has hereunto set his hand this 17th day of March, 1994. /s/RAWLES FULGHAM Rawles Fulgham Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the "Company"), hereby constitutes and appoints REBECCA MORRIS and STANLEY E. MCGLOTHLIN and each or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission a Registration Statement on Form S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and 100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par value, to be offered thereunder, with such amendments, supplements or appendices thereto as may be necessary or appropriate, together with all exhibits and any and all documents having relation thereto, granting unto said attorneys-in-fact and agents, and each or either of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, and each or either of them, or substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned Director and/or officer of the Company has hereunto set his hand this 17th day of March, 1994. /s/JOHN A. GAVIN John A. Gavin Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the "Company"), hereby constitutes and appoints REBECCA MORRIS and STANLEY E. MCGLOTHLIN and each or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission a Registration Statement on Form S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and 100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par value, to be offered thereunder, with such amendments, supplements or appendices thereto as may be necessary or appropriate, together with all exhibits and any and all documents having relation thereto, granting unto said attorneys-in-fact and agents, and each or either of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, and each or either of them, or substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned Director and/or officer of the Company has hereunto set his hand this 17th day of March, 1994. /s/JOHN J. MURPHY John J. Murphy Chairman of the Board and Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the "Company"), hereby constitutes and appoints REBECCA MORRIS and STANLEY E. MCGLOTHLIN and each or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission a Registration Statement on Form S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and 100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par value, to be offered thereunder, with such amendments, supplements or appendices thereto as may be necessary or appropriate, together with all exhibits and any and all documents having relation thereto, granting unto said attorneys-in-fact and agents, and each or either of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, and each or either of them, or substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned Director and/or officer of the Company has hereunto set his hand this 17th day of March, 1994. /s/LIONEL H. OLMER Lionel H. Olmer Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the "Company"), hereby constitutes and appoints REBECCA MORRIS and STANLEY E. MCGLOTHLIN and each or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission a Registration Statement on Form S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and 100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par value, to be offered thereunder, with such amendments, supplements or appendices thereto as may be necessary or appropriate, together with all exhibits and any and all documents having relation thereto, granting unto said attorneys-in-fact and agents, and each or either of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, and each or either of them, or substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned Director and/or officer of the Company has hereunto set his hand this 17th day of March, 1994. /s/B. D. ST. JOHN B. D. St. John Vice Chairman and Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the "Company"), hereby constitutes and appoints REBECCA MORRIS and STANLEY E. MCGLOTHLIN and each or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission a Registration Statement on Form S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and 100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par value, to be offered thereunder, with such amendments, supplements or appendices thereto as may be necessary or appropriate, together with all exhibits and any and all documents having relation thereto, granting unto said attorneys-in-fact and agents, and each or either of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, and each or either of them, or substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned Director and/or officer of the Company has hereunto set his hand this 17th day of March, 1994. /s/RICHARD W. VIESER Richard W. Vieser Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the "Company"), hereby constitutes and appoints REBECCA MORRIS and STANLEY E. MCGLOTHLIN and each or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission a Registration Statement on Form S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and 100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par value, to be offered thereunder, with such amendments, supplements or appendices thereto as may be necessary or appropriate, together with all exhibits and any and all documents having relation thereto, granting unto said attorneys-in-fact and agents, and each or either of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, and each or either of them, or substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned Director and/or officer of the Company has hereunto set his hand this 17th day of March, 1994. /s/RAY L. HUNT Ray L. Hunt Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the "Company"), hereby constitutes and appoints REBECCA MORRIS and STANLEY E. MCGLOTHLIN and each or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission a Registration Statement on Form S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and 100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par value, to be offered thereunder, with such amendments, supplements or appendices thereto as may be necessary or appropriate, together with all exhibits and any and all documents having relation thereto, granting unto said attorneys-in-fact and agents, and each or either of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, and each or either of them, or substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned Director and/or officer of the Company has hereunto set his hand this 17th day of March, 1994. /s/J. LANDIS MARTIN J. Landis Martin Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the "Company"), hereby constitutes and appoints REBECCA MORRIS and STANLEY E. MCGLOTHLIN and each or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission a Registration Statement on Form S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and 100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par value, to be offered thereunder, with such amendments, supplements or appendices thereto as may be necessary or appropriate, together with all exhibits and any and all documents having relation thereto, granting unto said attorneys-in-fact and agents, and each or either of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, and each or either of them, or substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned Director and/or officer of the Company has hereunto set his hand this 17th day of March, 1994. /s/JAY A PRECOURT Jay A. Precourt Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the "Company"), hereby constitutes and appoints REBECCA MORRIS and STANLEY E. MCGLOTHLIN and each or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission a Registration Statement on Form S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and 100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par value, to be offered thereunder, with such amendments, supplements or appendices thereto as may be necessary or appropriate, together with all exhibits and any and all documents having relation thereto, granting unto said attorneys-in-fact and agents, and each or either of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, and each or either of them, or substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned Director and/or officer of the Company has hereunto set his hand this 17th day of March, 1994. /s/LAWRENCE S. EAGLEBURGER Lawrence S. Eagleburger Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or officer of DRESSER INDUSTRIES, INC., a Delaware corporation (the "Company"), hereby constitutes and appoints REBECCA MORRIS and STANLEY E. MCGLOTHLIN and each or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission a Registration Statement on Form S-8 relating to The M. W. Kellogg Employee Stock Purchase Plan and 100,000 shares of Dresser Industries, Inc. Common Stock, 25 cents par value, to be offered thereunder, with such amendments, supplements or appendices thereto as may be necessary or appropriate, together with all exhibits and any and all documents having relation thereto, granting unto said attorneys-in-fact and agents, and each or either of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in- fact and agents, and each or either of them, or substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned Director and/or officer of the Company has hereunto set his hand this 17th day of March, 1994. /s/A. KENNETH PYE A. Kenneth Pye Director -----END PRIVACY-ENHANCED MESSAGE-----