-----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, XVBRLDnTXVAFq6/ziRpXsAJi9dWGzKPUwSLNwHE9/qyHg5pzAbmwDOu5pPKHxRSa 2BABB0ed2+nLtY+50OsZ/w== 0000030099-94-000022.txt : 19940415 0000030099-94-000022.hdr.sgml : 19940415 ACCESSION NUMBER: 0000030099-94-000022 CONFORMED SUBMISSION TYPE: S-4 POS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940414 EFFECTIVENESS DATE: 19940414 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-4 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-50563 FILM NUMBER: 94522635 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-4 POS 1 POST-EFFECTIVE AMENDMENT NO. 3 - BAROID As filed with the Securities and Exchange Commission on April 14, 1994 Registration No. 33-50563 ______________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 3 on FORM S-3 to FORM S-4 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 (I.R.S. Employer of incorporation) Identification No.) ________________ 2001 Ross Avenue Rebecca R. Morris Dallas, Texas 75201 Vice President - Corporate Counsel (214) 740-6000 and Secretary (Address, including 2001 Ross Avenue zip code, and Dallas, Texas 75201 telephone number, including (214) 740-6000 area code, of Registrant's (Name, address, including principal executive offices) zip code, and telephone number, including area code, of agent for service) ________________ Approximate date of commencement of proposed sale to the public: As soon as possible after this Post-Effective Amendment becomes effective. If the only securities being registered on this Form are being offered pursuant to a dividend or interest reinvestment plan, please check the following box. ___ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or reinvestment plans, check the following box. X The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine. Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. Subject to Completion, dated April 14, 1994 DRESSER INDUSTRIES, INC. Prospectus _______________ Up to 800,000 shares of Common Stock ________________ This Prospectus relates to up to 800,000 shares of common stock, par value $.25 per share, of Dresser Industries, Inc. ("Dresser Common Stock") that may be issued upon exercise of outstanding stock warrants (the "Warrants") by the holders thereof. The Warrants were issued pursuant to the Stock Purchase and Assignment Agreement dated as of April 5, 1991 between Baroid Corporation ("Baroid"), DB Stratabit, Inc. and Diamant Bort S.A. On January 21, 1994, BCD Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Dresser Industries, Inc. ("Dresser" or the "Company"), 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"), was converted into 0.4 shares of Dresser Common Stock. Pursuant to the Merger, the Warrants, representing the rights to purchase up to 2,000,000 shares of Baroid Common Stock at the exercise price of $7.875 per share, were converted into the right to purchase, on the same terms and conditions as were applicable under the Warrants, up to 800,000 shares of Dresser Common Stock at the exercise price of $19.6875 per share. The Warrants are exercisable at any time through April 5, 1996, and are not transferrable other than in accordance with the terms thereof. No person has been authorized to give any information or to make any representation other than those contained or incorporated by reference in this Prospectus in connection with the offering of securities described herein and, if given or made, such information or representation should not be relied upon as having been authorized by Dresser or any other person. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to purchase, any securities in any jurisdiction in which, or to any person to whom, it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus nor any distribution of the securities described herein shall, under any circumstances, create any implication that there has been no change in the affairs of Dresser since the date hereof or that the information set forth or incorporated by reference herein is correct as of any time subsequent to its date. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is ________________ , 1994. AVAILABLE INFORMATION Dresser and Baroid are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance therewith, file reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements, and other information may be inspected and copied or obtained by mail upon the payment of the Commission s prescribed rates at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of the Commission: Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and Seven World Trade Center, New York, New York 10048. Copies of such material can also be obtained at prescribed rates from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. In addition, reports, proxy statements and other information filed by Dresser can be inspected at the offices of the New York Stock Exchange, Inc. (the "NYSE"), 20 Broad Street, New York, New York 10005 and at the offices of the Pacific Stock Exchange, Incorporated, 301 Pine Street, San Francisco, California, on which exchanges Dresser's Common Stock is listed. Dresser has filed with the Commission a Post-Effective Amendment No. 3 on Form S-3 to its Registration Statement (No. 33-50563) on Form S-4 (together with all amendments, supplements, and exhibits thereto, referred to herein as the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Dresser Common Stock to be issued upon exercise of the Warrants. This Prospectus, which forms a part of the Registration Statement, does not contain all the information set forth in the Registration Statement and the exhibits thereto, certain parts of which are omitted in accordance with the rules and regulations of the Commission. The Registration Statement and any amendments hereto, including exhibits filed as a part thereof are available for inspection and copying as set forth above. Statements contained in this Prospectus or in any document incorporated in this Prospectus by reference as to the contents of any contract, agreement or other document referred to herein are not necessarily complete and in each instance reference is made to the copy of such contract, agreement or other document filed as an exhibit to the Registration Statement or such document, each such statement being qualified in all respects by such reference. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Dresser and Baroid hereby undertake to provide, without charge, to each person to whom a copy of this Prospectus has been delivered, upon written or oral request of any such person, a copy of any or all documents incorporated referred to below which have or may be incorporated herein by reference (not including exhibits to such documents, unless such exhibits are specifically incorporated by reference in such documents). Requests for such documents should be addressed to: Rebecca R. Morris, Vice President - Corporate Counsel and Secretary, Dresser Industries, Inc., 2001 Ross Avenue, Dallas, Texas 75201, telephone number (214) 740-6000. The following documents, which have been filed with the Commission, are hereby incorporated herein by reference: 1) Dresser's Annual Report on Form 10-K for its fiscal year ended October 31, 1993. 2) Dresser's Quarterly Report on Form 10-Q for the period ended January 31, 1994. 3) Dresser's Current Reports on Form 8-K dated December 9, 1993, December 29, 1993 and January 28, 1994. 4) 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. 5) Dresser's Proxy Statement/Prospectus dated December 16, 1993, filed pursuant to Rule 424(b) under the Securities Act (the "Proxy Statement/Prospectus"). 6) 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 on August 30, 1990, as amended by Amendment No. 1 on Form 8 filed with the Commission on October 3, 1990). 7) Baroid's Annual Report on Form 10-K for its fiscal year ended December 31, 1993. 8) Baroid's Current Reports on Form 8-K dated January 14, 1993 and January 18, 1994. 9) Baroid's final prospectus dated April 16, 1993, filed pursuant to Rule 424(b) under the Securities Act. All documents and reports filed by Dresser and Baroid pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering described herein 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 Prospectus 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 this Prospectus 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. THE COMPANY Dresser Dresser, together with its subsidiaries, is a global supplier serving the total hydrocarbon energy stream, both upstream and downstream. Dresser's highly engineered and integrated products and technical services are primarily utilized in oil and gas drilling, production and transmission; gas distribution and power generation; gas processing; petroleum refining and marketing; and petrochemical production. Dresser's operations are divided into three industry segments: Oilfield Services; Hydrocarbon Processing Industry; and Engineering Services. Oilfield Services. This segment supplies products and services essential to oil and gas exploration, drilling and production. These products and services include drilling fluid systems, rock bits, production tools, pipe coating and resource exploration services. Hydrocarbon Processing Industry. This segment designs, manufactures and markets highly engineered products and systems for energy producers, transporters, processors, distributors and users throughout the world. Products and systems of this segment include compressors, turbines, electrical generator systems, pumps, power systems, measurement and control devices, and gasoline dispensing systems. Engineering Services. Dresser's wholly owned subsidiary, The M.W. Kellogg Company, provides engineering, construction and related services, primarily to the hydrocarbon processing industries. Dresser's principal executive offices are located at 2001 Ross Avenue, Dallas, Texas 75201 and its telephone number is (214) 740-6000. Baroid Baroid is a worldwide provider of specialized products and services to the oil and gas industry. Baroid became a wholly owned subsidiary of Dresser on January 21, 1994, as a result of the merger of BCD Acquisition Corporation, a wholly owned subsidiary of Dresser, with and into Baroid. Baroid's operations are conducted principally through subsidiaries as follows: Drilling Fluids. Baroid Drilling Fluids Inc., a worldwide integrated producer and distributor of drilling fluids, provides specially formulated fluids used in the drilling process to lubricate and cool the drill bit, seal porous well formations, remove rock cuttings and control downhole pressure. Drilling Services and Products. Sperry-Sun Drilling Services Inc. rents specialized steering and measurement-while-drilling tools and provides directional drilling services for oil and gas wells throughout the world. DB Stratabit, Inc., provides diamond drill bits and coring products and services to the oil and gas industry worldwide. Offshore Services. Sub Sea International Inc., acquired by Baroid in January 1993, provides diving and underwater engineering services to the oil and gas industry to inspect, construct, maintain and repair offshore drilling rigs and platforms, underwater pipelines and other offshore oil and gas facilities, as well as designs, manufactures and deploys unmanned, remotely operated vehicles often used to perform such engineering services. Sub Sea also provides pipeline installation services, burial and inspection and maintenance and repair work on platforms in offshore oil and gas fields. Baroid's principal executive offices are located at 2001 Ross Avenue, Dallas, Texas 75201 and its telephone number is (214) 740-6000. USE OF PROCEEDS The net proceeds to Dresser from the issuance of shares of Dresser Common Stock upon the exercise of the Warrants ($39,375,000, assuming all the Warrants are exercised) will be used for general corporate purposes. DESCRIPTION OF DRESSER CAPITAL STOCK For a description of the capital stock of Dresser, see "Description of Dresser Capital Stock" in the Proxy Statement/Prospectus, which is incorporated by reference in this Prospectus. LEGAL MATTERS The validity of the shares of Dresser Common Stock registered hereby has been passed upon by Rebecca R. Morris, Vice President - Corporate Counsel and Secretary of Dresser. At the time such matters were passed upon, Ms. Morris owned 2,965 shares of Dresser Common Stock. 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 Prospectus 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, 1993 and 1992, and for each of the two years in the period ended December 31, 1993, incorporated by reference in this Prospectus and 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. PART II Item 14. Other Expenses of Issuance and Distribution The following table sets forth the expenses expected to be incurred in connection with the offering described in this Registration Statement. Securities and Exchange Commission filing fee * Blue Sky fees and expenses (including legal fees and expenses) * Accountant's fees and expenses Legal fees and expenses Miscellaneous expenses ___________ * Previously paid. Item 15. 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 16. Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger dated September 7, 1993, among Dresser, BCD Acquisition Corporation and Baroid. (Incorporated by reference to Exhibit 2.1 to Dresser's Registration Statement on Form S-4, Registration No. 33-50563). 3.1 Restated Certificate of Incorporation, as amended, of Dresser. (Incorporated by reference to Exhibit 3(a) to Dresser's Form 10-K Annual Report for the Year Ended October 31, 1991). 3.2 By-Laws of Dresser. (Incorporated herein by reference to Exhibit 3.2 to Dresser's Annual Report on Form 10-K for the year ended October 31, 1993). 4.1 Rights Agreement dated August 16, 1990, between Dresser and Harris Trust Company of New York as Rights Agent. (Incorporated by reference to Exhibit 1 to the Registration Statement on Form 8-A filed by Dresser with the Commission on August 30, 1990, as amended by Amendment No. 1 on Form 8 filed with the Commission on October 3, 1990). 4.2 Form of Warrant for Baroid Common Stock. (Incorporated by reference to Exhibit 4.04 to Baroid's Registration Statement on Form S-1, Registration No. 33-39390, previously filed with the Commission). 4.3 Form of Stock Purchase and Assignment Agreement between Baroid, DB Stratabit, Inc. and Diamant Boart S.A., dated April 5, 1991. (Incorporated by reference to Exhibit 4.05 to Baroid's Registration Statement on Form S-1, Registration No. 33-39390, previously filed with the Commission). 5.1 Opinion of Rebecca R. Morris as to the legality of securities being offered. (Incorporated by reference to Exhibit 5.1 to Dresser's Registration Statement on Form S-4, Registration No. 33-50563). *23.1 Consent of Price Waterhouse. *23.2 Consent of Ernst & Young. *23.3 Consent of Coopers & Lybrand. Exhibits (continued) *23.4 Consent of Arthur Andersen & Co. **23.5 Consent of Rebecca R. Morris is contained in her opinion. **24.1 Powers of Attorney. __________ * Filed herewith. ** Previously filed. Item 17. 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 indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the 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 by 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-3 and has duly caused this Post-Effective Amendment on Form S-3 to the Registration Statement on Form S- 4 (Registration No. 33-50563) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 13th day of April, 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-3 to the Registration Statement on Form S-4 (Registration No. 33-50563) 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 April 13, 1994 John J. Murphy (Principal Executive Officer) * B. D. ST. JOHN Vice Chairman April 13, 1994 B. D. St. John (Principal Financial Officer) /s/ George H. Juetten Vice President - April 13, 1994 George H. Juetten Controller (Principal Accounting Officer) * WILLIAM E. BRADFORD Director April 13, 1994 William E. Bradford * SAMUEL B. CASEY, JR. Director April 13, 1994 Samuel B. Casey, Jr. * LAWRENCE S. EAGLEBURGER Director April 13, 1994 Lawrence S. Eagleburger * RAWLES FULGHAM Director April 13, 1994 Rawles Fulgham * JOHN A. GAVIN Director April 13, 1994 John A. Gavin * RAY L. HUNT Director April 13, 1994 Ray L. Hunt Director April 13, 1994 J. Landis Martin * LIONEL H. OLMER Director April 13, 1994 Lionel H. Olmer Jay A. Precourt Director April 13, 1994 * A. KENNETH PYE Director April 13, 1994 A. Kenneth Pye * RICHARD W. VIESER Director April 13, 1994 Richard V. Vieser *BY: /s/ Stanley E. McGlothlin Stanley E. McGlothlin (Attorney-in-Fact) INDEX TO EXHIBITS Exhibit Number Description 2.1 Agreement and Plan of Merger dated September 7, 1993, among Dresser, BCD Acquisition Corporation and Baroid. (Incorporated by reference to Exhibit 2.1 to Dresser's Registration Statement on Form S-4, Registration No. 33-50563). 3.1 Restated Certificate of Incorporation, as amended, of Dresser. (Incorporated by reference to Exhibit 3(a) to Dresser's Form 10-K Annual Report for the Year Ended October 31, 1991). 3.2 By-Laws of Dresser. (Incorporated herein by reference to Exhibit 3.2 to Dresser's Annual Report on Form 10-K for the year ended October 31, 1993). 4.1 Rights Agreement dated August 16, 1990, between Dresser and Harris Trust Company of New York as Rights Agent. (Incorporated by reference to Exhibit 1 to the Registration Statement on Form 8-A filed by Dresser with the Commission on August 30, 1990, as amended by Amendment No. 1 on Form 8 filed with the Commission on October 3, 1990). 4.2 Form of Warrant for Baroid Common Stock. (Incorporated by reference to Exhibit 4.04 to Baroid's Registration Statement on Form S-1, Registration No. 33-39390, previously filed with the Commission). 4.3 Form of Stock Purchase and Assignment Agreement between Baroid, DB Stratabit, Inc. and Diamant Boart S.A., dated April 5, 1991. (Incorporated by reference to Exhibit 4.05 to Baroid's Registration Statement on Form S-1, Registration No. 33-39390, previously filed with the Commission). 5.1 Opinion of Rebecca R. Morris as to the legality of securities being offered. (Incorporated by reference to Exhibit 5.1 to Dresser's Registration Statement on Form S-4, Registration No. 33-50563). *23.1 Consent of Price Waterhouse. *23.2 Consent of Ernst & Young. *23.3 Consent of Coopers & Lybrand. *23.4 Consent of Arthur Andersen & Co. **23.5 Consent of Rebecca R. Morris is contained in her opinion. **24.1 Powers of Attorney. ______________________ * Filed herewith. ** Previously filed. EX-23 2 PRICE WATERHOUSE CONSENT Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Post-Effective Amendment No. 3 on Form S-3 to Registration Statement on Form S-4 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 of 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 under the heading "Experts" in such Prospectus. /s/PRICE WATERHOUSE Price Waterhouse Dallas, Texas April 13, 1994 EX-23 3 ERNST & YOUNG CONSENT Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the reference to our firm under the caption "Experts" in the Post-Effective Amendment No. 3 (Form S-3 No. 33-50563) to the Registration Statement (Form S-4 No. 33-50563) and related Prospectus of Dresser Industries, Inc. and to the incorporation by reference therein of our reports (i) dated January 21, 1994, 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, 1993, filed with the Securities Exchange Commission, (ii) 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 (iii) 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 April 13, 1994 EX-23 4 COOPERS AND LYBRAND CONSENT Exhibit 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Post-Effective Amendment No. 3 on Form S-3 to Registration Statement (No. 33-50563) on Form S-4 of our report dated March 3, 1992 on our audits of the financial statements and 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 under the caption "Experts." /s/COOPERS & LYBRAND Coopers & Lybrand Houston, Texas April 13, 1994 EX-23 5 ARTHUR ANDERSEN CONSENT 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 Post-Effective Amendment No. 3 on Form S-3 to the registration statement No. 33-50563 of Dresser Industries, Inc. on 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 April 13, 1994 -----END PRIVACY-ENHANCED MESSAGE-----