-----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, tpbxXdn6GcKurzKI5NnpS8jxvVTw607Uqj66eEDp44llLXUmaxsdB/AeE1f1ApxQ DZ4WmeL+g9B4FrdLU8B02Q== 0000030099-94-000019.txt : 19940414 0000030099-94-000019.hdr.sgml : 19940414 ACCESSION NUMBER: 0000030099-94-000019 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940413 EFFECTIVENESS DATE: 19940413 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: 1933 Act SEC FILE NUMBER: 033-52989 FILM NUMBER: 94522524 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 1 (MWK) As filed with the Securities and Exchange Commission on April 13, 1994 Registration No. 33-52989 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________ Post-Effective Amendment No. 1 to 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) _________________________________ 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 part hereof from 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 not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. 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 reports 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 appearing in Baroid Corporation's Annual Report (Form 10-K) at December 31, 1992 and 1992, and for each of the two years in the period ended December 31, 1993, incorporated by reference in this Registration Statement, have been audited by Ernst & Young, independent auditors, as set forth in their reports included therein which, as to the year 1992, is based in part on the report of arthur Andersen & Co. The year ended December 31, 1991 was audited by Coopers & Lybrand, independent auditors, as set forth in their respective report thereon appearing elsewhere therein. Such consolidated financial statements are incorporated by reference in reliance upon such firms as experts in 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 herein 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, 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 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 employee 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 and will be 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 Post-Effective Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on April 13, 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 to Registration Statement has been signed by the following person in the capacities indicated on April 13, 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 (William E. Bradford, Director) * SAMUEL B. CASEY, JR. (Samuel B. Casey, Jr., Director) * LAWRENCE S. EAGLEBURGER (Lawrence S. Eagleburger, Director) * RAWLES FULGHAM (Rawles Fulgham, Director) * JOHN A. GAVIN (John A. Gavin, Director) * RAY L. HUNT (Ray L. Hunt, Director) * J. LANDIS MARTIN (J. Landis Martin, Director) * LIONEL H. OLMER (Lionel H. Olmer, Director) * JAY A. PRECOURT (Jay A. Precourt, Director) * A. KENNETH PYE (A. Kenneth Pye, Director) * RICHARD W. VIESER (Richard W. Vieser, 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 Houston, State of Texas, on April 13, 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. ** Previously filed. -----END PRIVACY-ENHANCED MESSAGE-----