-----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, V/jUTcZARvMBu/wfKb1POng+edNcgOS/gYVl5qKhvy/xLyVr+ubJW/LjB/HpN2Yv 3eE6v4OLXly7TpA8dSdT0A== 0000030099-94-000054.txt : 19940901 0000030099-94-000054.hdr.sgml : 19940901 ACCESSION NUMBER: 0000030099-94-000054 CONFORMED SUBMISSION TYPE: S-4 POS PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19940831 EFFECTIVENESS DATE: 19940831 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: 033-54099 FILM NUMBER: 94547323 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 AMD. 1 ON FORM S-8 As filed with the Securities and Exchange Commission on August 31, 1994 Registration No. 33-54099 _______________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 on FORM S-8 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933* DRESSER INDUSTRIES, INC. (Exact name of Registrant as specified in its Charter) 2001 Ross Ave. Rebecca R. Morris Dallas, Texas 75201 Vice President - Corporate Counsel and Secretary (214) 740-6000 2001 Ross Ave. (Address, including zip code, telephone number and Dallas, Texas 75201 area code of Registrant's principal executive offices) (214) 740-6000 (Address, including zip code, and telephone number, including area code, of agent for service) Delaware 75-0813641 35 (State or other jurisdiction of (I.R.S. Employer (Primary Standard incorporation or Identification No.) Classification organization) Number) Approximate date of commencement of proposed sale to the public: Promptly after the filing of this Post-Effective Amendment. * Filed as a Post-Effective Amendment on Form S-8 to such Form S-4 Registration Statement pursuant to the procedure described herein. See "INTRODUCTORY STATEMENT." INTRODUCTORY STATEMENT Dresser Industries, Inc. ("Dresser" or "Registrant") hereby amends its Registration Statement on Form S-4 (No. 33-54099) (the "Form S-4"), by filing this Post-Effective Amendment No. 1 on Form S-8 (the "Post-Effective Amendment") relating to the sale of up to 496,526 shares of the common stock, par value $.25 per share, of Dresser ("Dresser Common Stock") issuable upon the exercise of stock options granted or reserved for granting under the Wheatley TXT Corp. ("Wheatley") 1990 Stock Option Plan (the "Plan"). On August 5, 1994, WTXT Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Dresser, was merged with and into Wheatley, a Delaware corporation. As a result of such merger (the "Merger"), Wheatley has become a wholly owned subsidiary of Dresser and each outstanding share (other than shares owned by Dresser, Wheatley or any direct or indirect wholly owned subsidiary of Dresser or Wheatley) of common stock, par value $.01 per share, of Wheatley ("Wheatley Common Stock"), has been converted into 0.7 shares of Dresser Common Stock. Pursuant to the Merger, each outstanding option or stock appreciation right issued or reserved for issuance pursuant to the Plan will no longer be exercisable for shares of Wheatley Common Stock but, instead, will constitute an option to acquire, on the same terms and conditions as were applicable under such option, shares of Dresser Common Stock in lieu of shares of Wheatley Common Stock. 2 PART II Item 3. Incorporation of Certain Documents by Reference. The following documents, which have been filed by Dresser with the Securities and Exchange Commission ("SEC") (File No. 1-4003), are hereby incorporated herein by reference: (1) Dresser's Annual Report on Form 10-K for its fiscal year ended October 31, 1993. (2) Dresser's Quarterly Report on Form 10-Q for the period ended January 31, 1994. (3) Dresser's Quarterly Report on Form 10-Q for the period ended April 30, 1994, as amended by Amendment No. 1 to such Quarterly Report on Form 10-Q/A dated June 24, 1994. (4) Dresser's Current Reports on Form 8-K dated December 9, 1993, December 29, 1993 and January 28, 1994. (5) 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. (6) Annual Report of Baroid Corporation ("Baroid") on Form 10-K for its fiscal year ended December 31, 1993. (7) Baroid's Current Reports on Form 8-K dated January 14, 1994 and January 18, 1994. (8) Baroid's prospectus dated April 16, 1993, filed pursuant to Rule 424(b) under the Securities Act. (9) The description of the Dresser Stock Purchase Rights, including a description of the Dresser Common Stock (contained in Exhibit 1 to the Registration Statement on Form 8-A filed by Dresser with the Commission August 30, 1990, as amended by Amendment No. 1 on Form 8 filed with the Commission on October 3, 1990). All documents and reports filed by Dresser pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment hereto which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the respective 3 dates of filing of such documents or reports. All information appearing in this registration statement or in any document incorporated herein by reference is not necessarily complete and is qualified in its entirety by the information and financial statements (including notes thereto) appearing in the documents incorporated herein by reference and should be read together with such information and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any subsequently filed document which also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part hereof, except as so modified or superseded. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The legality of the Dresser Common Stock to be issued under the Plan has been passed upon by Rebecca R. Morris, Vice President - Corporate Counsel and Secretary of Dresser who, as of July 6, 1994, owned 3,960 shares of Dresser Common Stock. The consolidated financial statements of Dresser Industries, Inc. ("Dresser") 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 Dresser's Current Report on Form 8- K dated January 21, 1994, as amended by Dresser's Form 8-K/A dated March 10, 1994, have been incorporated by reference in this Proxy Statement/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 Proxy Statement/Prospectus and the Registration Statement, have been audited by Ernst & Young, independent auditors, as set forth in their reports included therein which, as to the 4 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 report thereon appearing elsewhere therein. Such 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. The supplemental consolidated financial statements of Baroid Corporation and Subsidiaries appearing in Baroid Corporation's prospectus dated April 16, 1993 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 6. Indemnification of Directors and Officers. Pursuant to Section 145 of the Delaware General Corporation Law ("DGCL"), a corporation may indemnify any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. In an action by or in the right of the corporation, a corporation may indemnify any such person against expenses actually and reasonably incurred by him in connection with the defense or settlement of such action if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, except that no indemnification shall be made in respect of any claim or issue as to which such person is adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the 5 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. 6 The Registrant's Restated Certificate of Incorporation, as amended, provides for indemnification of certain persons including directors and officers to the fullest extent permitted under Section 145 of the DGCL. Insurance is maintained by the Registrant covering certain expenses, liabilities or losses which may be incurred by any person by reason of his being a director or officer of the Registrant or a subsidiary corporation, partnership, joint venture, trust or other enterprise. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Reference is made to the Exhibit Index that immediately precedes the exhibits filed with this Post-Effective Amendment No. 1 to Registration Statement. Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in 7 a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby further undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of any employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as the indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final 8 adjudication of such issue. 9 SIGNATURES The Registrant Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 (Registration No. 33-54099) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 30th day of August, 1994. DRESSER INDUSTRIES, INC. By: * George H. Juetten George H. Juetten, Vice President - Controller Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 (Registration No. 33- 54099) 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 August 30, John J. Murphy Board (Principal 1994 Executive Officer) * B. D. ST. JOHN Vice Chairman August 30, B. D. St. John (Principal 1994 Financial Officer) * GEORGE H. JUETTEN Vice President- August 30, George H. Juetten Controller 1994 (Principal Accounting Officer) * WILLIAM E. BRADFORD Director August 30, William E. Bradford 1994 * SAMUEL B. CASEY, JR. Director August 30, Samuel B. Casey, Jr. 1994 * LAWRENCE S. Director August 30, EAGLEBURGER 1994 Lawrence S. Eagleburger * RAWLES FULGHAM Director August 30, Rawles Fulgham 1994 * JOHN A. GAVIN Director August 30, John Gavin 1994 * RAY L. HUNT Director August 30, Ray L. Hunt 1994 * J. LANDIS MARTIN Director August 30, J. Landis Martin 1994 * LIONEL H. OLMER Director August 30, Lionel H. Olmer 1994 * JAY A PRECOURT Director August 30, Jay A. Precourt 1994 * RICHARD W. VIESER Director August 30, Richard V. Vieser 1994 *BY:/s/ Stanley E. McGlothlin Stanley E. McGlothlin (Attorney-in-Fact) INDEX TO EXHIBITS Exhibit Number Description **5.1 Opinion of Rebecca R. Morris as to the legality of securities being offered. *23.1 Consent of Price Waterhouse LLP *23.2 Consent of Arthur Andersen & Co. *23.3 Consent of Coopers & Lybrand. *23.4 Consent of Ernst & Young. **23.5 Consent of Rebecca R. Morris is contained in her opinion. **24.1 Powers of Attorney. * Filed herewith ** Previously filed EX-23 2 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Post-Effective Amendment No.1 on Form S-8 to the 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 of the consolidated financial statements of Dresser-Rand Company in such Annual Report on Form 10-K; and our report on the Dresser-Rand Financial Statement Schedules, which appears on page 19 of the consolidated financial statements of Dresser-Rand Company in 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 Dresser's Current Report on Form 8-K dated January 21, 1994. /s/ PRICE WATERHOUSE LLP Dallas, Texas August 23, 1994 EX-23 3 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors Sub Sea International Inc.: As independent 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. New Orleans, Louisiana August 24, 1994 EX-23 4 EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Post- Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 (33-54099) of Dresser Industries, Inc. 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 and for the year ended December 31, 1991. We also consent to the reference to our firm under the caption "Experts". /s/Coopers & Lybrand Houston, Texas August 29, 1994 EX-23 5 EXHIBIT 23.4 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in Post-Effective Amendment No.1 (Form S-8 No. 33- 54099) to the Registration Statement (Form S-4) and related prospectus of Dresser Industries, Inc,. for the registration of common stock, par value $.25 per share, of Dresser Industries, Inc. issuable upon the exercise of stock options granted or reserved for granting under the Wheatley TXT Corp. 1990 Stock Option Plan and to the incorporation by reference 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 and Exchange Commission, and (ii) dated March 1, 1993, with respect to the supplemental consolidated financial statements and schedules of Baroid Corporation and Subsidiaries included in its Registration Statement (Form S-3 No. 33-60174) and related Prospectus, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG Houston, Texas August 24, 1994 EX-24 6 EXHIBIT 24.1 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 any and all documents referred to below relating to the registration of shares of Dresser Common Stock, par value $.25 per share, which may be offered in connection with the Agreement and Plan of Merger between the Company, Wheatley TXT Corp. and WTXT Acquisition Corporation: a Registration Statement on Form S-4 under the Securities Act of 1933, as amended, and any amendments (including post-effective amendments) thereto with all exhibits, and any and all documents required to be filed with respect 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 7th day of June 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 any and all documents referred to below relating to the registration of shares of Dresser Common Stock, par value $.25 per share, which may be offered in connection with the Agreement and Plan of Merger between the Company, Wheatley TXT Corp. and WTXT Acquisition Corporation: a Registration Statement on Form S-4 under the Securities Act of 1933, as amended, and any amendments (including post-effective amendments) thereto with all exhibits, and any and all documents required to be filed with respect 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 7th day of June 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 any and all documents referred to below relating to the registration of shares of Dresser Common Stock, par value $.25 per share, which may be offered in connection with the Agreement and Plan of Merger between the Company, Wheatley TXT Corp. and WTXT Acquisition Corporation: a Registration Statement on Form S-4 under the Securities Act of 1933, as amended, and any amendments (including post-effective amendments) thereto with all exhibits, and any and all documents required to be filed with respect 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 7th day of June 1994. /s/ GEORGE H. JUETTEN George H. Juetten Vice President - Controller -----END PRIVACY-ENHANCED MESSAGE-----