-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, USpyL6igJkczpqxM3lIP1cSvoT3bCzCP+s3yoPHz609XfnTotlZPRjgnWcBpt991 mZ7dnE9ABpVbnxDh8wFhEw== 0000030099-96-000010.txt : 19960617 0000030099-96-000010.hdr.sgml : 19960617 ACCESSION NUMBER: 0000030099-96-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960430 FILED AS OF DATE: 19960614 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRESSER INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000030099 STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561] IRS NUMBER: 750813641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04003 FILM NUMBER: 96580933 BUSINESS ADDRESS: STREET 1: 2001 ROSS AVE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147406000 MAIL ADDRESS: STREET 1: P O BOX 718 CITY: DALLAS STATE: TX ZIP: 75221 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the quarterly period ended April 30, 1996. [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-4003 DRESSER INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware C 75-0813641 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) P. O. Box 718 2001 Ross 75221 (P. O. Box) Dallas, Texas 75201 (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code - 214-740-6000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at May 31, 1996 Common Stock, par value $.25 179,068,397 INDEX Page Number Part I. Financial Information Management's Representation 3 Condensed Consolidated Statements of Earnings for the three months and the six months ended April 30, 1996 and 1995 4 Condensed Consolidated Balance Sheets as of April 30, 1996 and October 31, 1995 5 Condensed Consolidated Statements of Cash Flows for the six months ended April 30, 1996 and 1995 6 Notes to Condensed Consolidated Financial Statements 7-11 Management's Discussion and Analysis of Financial Condition and Results of Operations 12-16 Part II. Other Information 17 Signature 17 Exhibit Index Exhibit 27 Financial Data Schedule MANAGEMENT'S REPRESENTATION The condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements, the notes to consolidated financial statements and management's discussion and analysis included in the Company's 1995 Annual Report on Form 10-K. In the opinion of the Company, all adjustments have been included that were necessary to present fairly the financial position of Dresser Industries, Inc. and subsidiaries as of April 30, 1996 and October 31, 1995, the results of operations for the three months and the six months ended April 30, 1996 and 1995, and cash flows for the six months ended April 30, 1996 and 1995. These adjustments consisted of normal recurring adjustments. The results of operations for such interim periods do not necessarily indicate the results for the full year. DRESSER INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (In Millions Except per Share Data)
Three Months Ended Six Months Ended April 30, April 30, 1996 1995 1996 1995 (Unaudited) (Unaudited) Revenues $ 1,629.6 $ 1,261.2 $ 3,092.5 $ 2,561.5 Cost of revenues (1,279.8) (965.5) (2,422.3) (1,984.3) Gross earnings 349.8 295.7 670.2 577.2 Selling, engineering, administra- tive and general expenses (242.9) (219.3) (480.1) (436.7) Other income (deductions) Interest expense, net (10.9) (4.1) (20.9) (8.3) Other, net (4.1) .2 (4.4) .2 Earnings before items below 91.9 72.5 164.8 132.4 Income taxes (31.2) (23.9) (56.0) (43.7) Minority interest (3.5) (3.5) (5.0) (5.0) Earnings before accounting change 57.2 45.1 103.8 83.7 Cumulative effect of accounting change, net of tax - - - (16.0) Net earnings $ 57.2 $ 45.1 $ 103.8 $ 67.7 Earnings per common share Earnings from operations $ .31 $ .25 $ .57 $ .46 Cumulative effect of accounting change - - - (.09) Net earnings $ .31 $ .25 $ .57 $ .37 Cash dividends per common share $ .17 $ .17 $ .34 $ .34 Average common shares outstanding 181.2 182.5 181.5 183.1 See accompanying Notes to Condensed Consolidated Financial Statements.
DRESSER INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In Millions)
April 30, October 31, ASSETS 1996 1995 Current Assets (Unaudited) Cash and cash equivalents $ 198.0 $ 248.7 Notes and accounts receivable, net 995.7 963.7 Inventories, net 883.7 809.4 Deferred income taxes 84.8 84.8 Other current assets 104.2 94.6 Total Current Assets 2,266.4 2,201.2 Investments in and receivables from unconsolidated affiliates 188.5 201.9 Goodwill, net 853.5 845.2 Deferred income taxes 189.3 188.9 Other assets 153.4 143.1 Property, plant and equipment - at cost 2,708.7 2,572.9 Accumulated depreciation and amortization 1,520.2 1,445.8 Net Property 1,188.5 1,127.1 Total Assets $4,839.6 $4,707.4 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Short-term debt and current portion of long-term debt $ 308.2 $ 131.6 Accounts payable 441.3 520.4 Contract advances 410.3 324.4 Accrued compensation and benefits 233.8 237.7 Income taxes 104.3 113.2 Other current liabilities 341.4 385.1 Total Current Liabilities 1,839.3 1,712.4 Employee retirement and postemployment benefit obligations 683.2 689.2 Long-term debt 462.2 459.3 Deferred compensation, insurance reserves and other liabilities 110.9 110.7 Minority interest 127.3 79.0 Shareholders' Equity Common shares 46.2 46.1 Capital in excess of par value 457.9 451.6 Retained earnings 1,327.5 1,285.4 Cumulative translation adjustments (101.8) (76.7) Pension liability adjustment (7.0) (7.0) 1,722.8 1,699.4 Less treasury shares, at cost 106.1 42.6 Total Shareholders' Equity 1,616.7 1,656.8 Total Liabilities and Shareholders' Equity $4,839.6 $4,707.4 See accompanying Notes to Condensed Consolidated Financial Statements.
DRESSER INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Millions)
Six Months Ended April 30, 1996 1995 (Unaudited) Cash flows from operating activities: Net earnings $ 103.8 $ 67.7 Adjustments to reconcile net earnings to cash flow: Depreciation and amortization 108.2 101.4 Cumulative effect of accounting change, net of tax - 16.0 Equity earnings from unconsolidated affiliates (13.8) (11.1) Minority interest provision 5.0 5.0 Changes in working capital (135.2) (2.4) Other - net 2.3 8.9 Net cash provided by operating activities 70.3 185.5 Cash flows from investing activities: Capital expenditures (153.2) (120.3) Business acquisitions (21.4) (53.1) Cash of acquired businesses 3.3 - Net cash used by investing activities (171.3) (173.4) Cash flows from financing activities: Dividends paid (61.8) (62.2) Purchases of common shares for Treasury (74.4) (40.1) Issuance of common shares for warrants 7.9 - Increase(decrease) in short-term debt 176.9 (5.3) Increase(decrease) in long-term debt 2.6 (7.2) Net cash used by financing activities 51.2 (114.8) Effect of translation adjustments on cash (.9) 2.6 Net decrease in cash and cash equivalents (50.7) (100.1) Cash and cash equivalents, beginning of period 248.7 515.0 Cash and cash equivalents, end of period $ 198.0 $ 414.9 See accompanying Notes to Condensed Consolidated Financial Statements.
DRESSER INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS April 30, 1996 (Unaudited) Note A - Information by Industry Segment (In Millions)
Three Months Ended Six Months Ended April 30, April 30, 1996 1995 1996 1995 Revenues Petroleum Products and Services Drilling and Production Operations $ 368.6 $ 305.9 $ 722.0 $ 607.5 Kellogg Oil and Gas Services 153.3 66.6 266.1 123.0 521.9 372.5 988.1 730.5 Engineering Services M. W. Kellogg Operations 466.4 343.1 858.4 661.5 Energy Equipment Compression and Pumping 264.9 229.9 540.4 539.2 Measurement 154.1 152.8 301.8 297.7 Flow Control 150.1 97.0 295.9 197.3 Power Systems 79.0 68.2 143.5 139.7 648.1 547.9 1,281.6 1,173.9 Eliminations (6.8) (2.3) (35.6) (4.4) Total revenues $1,629.6 $1,261.2 $3,092.5 $2,561.5 Operating profit Petroleum Products and Services Drilling and Production Operations $ 45.1 $ 32.7 $ 95.4 $ 64.0 Kellogg Oil and Gas Services 12.0 .8 14.6 .6 57.1 33.5 110.0 64.6 Engineering Services 21.8 21.5 40.9 32.9 Energy Equipment Compression and Pumping 15.2 11.8 29.3 23.1 Measurement 11.8 16.3 21.2 34.2 Flow Control 16.4 8.5 28.8 16.2 Power Systems 9.2 9.9 12.4 19.5 52.6 46.5 91.7 93.0 Total segment operating profit 131.5 101.5 242.6 190.5 Amortization of acquisition intangibles (7.8) (6.8) (16.2) (13.8) General corporate expenses (20.9) (18.1) (40.7) (36.0) Interest expense, net (10.9) (4.1) (20.9) (8.3) Earnings before taxes, minority interest and accounting change $ 91.9 $ 72.5 $ 164.8 $ 132.4
Note B - Accounting Change Effective November 1, 1994, the Company changed its accounting for postemployment benefits as required by Statement of Financial Accounting Standards No. 112, Employers Accounting for Postemployment Benefits (SFAS 112). Postemployment benefits include salary continuation, disability and health care for former or inactive employees who are not retired. Medical benefits for employees on long-term disability are the most significant of these benefits. SFAS 112 requires accrual of the cost of these benefits currently. The Company had previously accrued the liability for salary continuation but had accounted for the other benefits as benefits were paid. The Condensed Consolidated Statement of Earnings for the six months ended April 30, 1995 includes a charge of $16.0 million (net of tax of $9.0 million) or $0.09 per share for the cumulative effect of the accounting change. Note C - Unconsolidated Affiliated Companies The Company has several investments in less than majority owned affiliates. A summary of the impact of these investments on the condensed consolidated financial statements follows (in millions):
Three Months Ended Six Months Ended April 30, April 30, 1996 1995 1996 1995 Share of earnings of unconsoli- dated affiliates Ingersoll-Dresser Pump (49% owned) $ 2.5 $ 3.7 $ 11.7 $ 7.8 Other affiliates .9 4.0 2.1 3.3 $ 3.4 $ 7.7 $ 13.8 $ 11.1
April 30, October 31, 1996 1995 Investments in and receivables from unconsolidated affili- ates Ingersoll-Dresser Pump (49% owned) $ 138.3 $ 143.0 Other affiliates 50.2 58.9 $ 188.5 $ 201.9
Note D - Inventories The determination of inventory values and cost of sales under the LIFO method for interim financial results is based on management's estimates of expected year-end inventories. Inventories include the following (in millions):
April 30, October 31, 1996 1995 Finished products and work in process $ 684.1 $ 617.7 Raw materials and supplies 199.6 191.7 $ 883.7 $ 809.4
Note E - Dividends On May 16, 1996, the Company declared a quarterly dividend of $.17 per share of common stock payable on June 20, 1996 to shareholders of record on June 3, 1996. Note F - Litigation and Contingencies The Company is involved in certain legal actions and claims arising in the ordinary course of business. See Note J - Commitments and Contingencies - in the Company's 1995 Annual Report on Form 10-K for a complete discussion of these matters. A discussion of significant changes subsequent to October 31, 1995 follows. Quantum Chemical Litigation In October 1992, Quantum Chemical Corporation ("Quantum") brought suit against the Company's wholly owned subsidiary, The M. W. Kellogg Company ("Kellogg"), seeking $200 million in actual damages and twice that amount in punitive damages. Kellogg answered denying the claim and filed a counterclaim against Quantum alleging libel, slander, breach of contract and fraud. The case was tried during 1995. On November 30, 1995, the jury returned a verdict finding that Quantum's claim was barred by the statute of limitations and that Quantum is liable for damages for breach of contract, damages for theft of trade secrets and Kellogg's legal fees. The Court entered a judgment on the verdict on February 5, 1996 which awarded Kellogg $13.7 million. Quantum has filed its bond on appeal, and the Company believes that Quantum intends to appeal the judgment. The Company has not recognized any income from the judgment. Asbestosis Litigation The Company has approximately 72,000 pending claims at April 30, 1996, with approximately 8,700 new claims filed and approximately 5,700 claims resolved during the first half of the year. Subsequent to April 30, 1996, the Company settled approximately 6,000 claims in Texas. The Company had previously provided for the settlement amount. In addition, the Company has received dismissals and summary judgments on approximately 11,000 other claims. Certain settlements, previously reported, including approximately 16,500 in Mississippi and approximately 4,400 in New York, are carried as pending until releases are signed. Resolution of these claims will reduce the number of pending claims at April 30, 1996, by approximately 40% for refractory product claims and 55% for non-refractory product claims. Management recognizes the uncertainties of litigation and the possibility that one or more adverse rulings could materially impact operating results. However, based upon the nature of and management's understanding of the facts and circumstances which gave rise to such actions and claims, management believes that such litigation and claims will be resolved without material effect on the Company's financial position or results of operations. Note G - Baroid Financial Information Dresser Industries, Inc. (Dresser) merged with Baroid Corporation (Baroid) on January 21, 1994. Baroid has ceased filing periodic reports with the Securities and Exchange Commission. Baroid's 8% Senior Notes remain outstanding and are fully guaranteed by Dresser. Since the Notes remain outstanding, summarized financial information of Baroid is presented as follows (in millions):
April 30, October 31, Baroid Corporation 1996 1995 Current assets $ 726.6 $ 680.0 Noncurrent assets 549.9 532.8 Total $1,276.5 $1,212.8 Current liabilities $ 336.4 $ 345.1 Noncurrent liabilities 439.7 408.2 Shareholders' equity 500.4 459.5 Total $1,276.5 $1,212.8
Three Months Ended Six Months Ended April 30, April 30, 1996 1995 1996 1995 Revenues $ 374.9 $ 303.0 $ 732.8 $ 592.0 Gross earnings $ 105.0 $ 82.0 $ 210.0 $ 159.9 Earnings from operations $ 44.4 $ 28.9 $ 91.2 $ 53.0 Other income (deductions) (4.5) (7.9) (11.6) (11.4) Earnings before taxes and minority interests 39.9 21.0 79.6 41.6 Income taxes (13.6) (6.9) (27.1) (13.7) Minority interest - (.5) (.2) (.5) Net earnings $ 26.3 $ 13.6 $ 52.3 $ 27.4
The above information includes Baroid Corporation's oilfield services operations which are reported in Drilling and Production operations and the Sub Sea operations which are reported in Kellogg Oil and Gas Services. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULT OF OPERATIONS - THREE MONTHS AND SIX MONTHS ENDED APRIL 30, 1996 COMPARED TO 1995 CONSOLIDATED OPERATIONS Earnings per share for the second quarter of 1996 increased 24% to $.31 versus $.25 in the 1995 quarter. Revenues of $1.63 billion were 29% higher, and segment operating profit of $131.5 million was 30% higher than the 1995 quarter. The quarterly improvement in operating results reflected continuing strong demand for exploration and drilling services, as well as higher levels of activity in pipeline and oil and gas production markets. In addition, demand for compression products is improving and benefiting performance. New bookings during the quarter pushed consolidated backlogs over the $4.0 billion mark for the first time in three years, and the April 30, 1996 backlog of $4.5 billion is 22% above last year and is at a historical high. During the quarter, Bredero Price completed a strategic alliance with Shaw Industries, Ltd., bringing together two of the world's most progressive and innovative pipecoating companies. In early May, The M. W. Kellogg Company acquired the Granherne Group of London. Granherne, which specializes in front-end engineering and design of upstream oil and gas facilities, is expected to boost Kellogg's position in upstream markets on a global basis. For the six months ended April 30, 1996, net earnings and earnings per share increased 24% to $103.8 million and $.57 versus $83.7 million and $.46 in 1995 before the effect of an accounting change for post-employee benefits. Six-month revenues of $3.09 billion were 21% higher than a year ago, and operating profit of $242.6 million was 27% higher than a year ago. The six-month increases in revenues and operating profit were lead by the Drilling and Production Operations, the pipecoating business, and the M. W. Kellogg operations. See the Industry Segment Analysis for a more detailed discussion. Selling, engineering, administrative and general expenses of $242.9 million for the quarter and $480.1 million for the six months were about 10% higher than the prior year periods. The increases were primarily due to the expenses of operations acquired in the latter part of 1995 and to increased expenses associated with higher levels of business activity. General Corporate Expenses (see Note A) of $20.9 million for the three months and $40.7 million for the six months were up 15% and 13%, respectively, from the prior year periods. The increases were primarily due to foreign exchange losses resulting from the devaluations of the Venezuelan Bolivar in December 1995 and April 1996. Net interest expense of $10.9 million in the quarter and $20.9 million in the six months were more than double the amounts in the 1995 periods. A combination of increased interest expense on a higher level of short-term debt and decreased interest income on a lower amount of investments caused the net increases. The estimated income tax rate for 1996 is currently 34% compared to an estimated 1995 rate of 33% a year ago and the final 1995 tax rate of 32%. The higher 1996 rate reflects a lower projected utilization of foreign tax credits in 1996 than in 1995. INDUSTRY SEGMENT ANALYSIS See Note A to Condensed Consolidated Financial Statements for details of financial information by Industry Segment. PETROLEUM PRODUCTS AND SERVICES SEGMENT Drilling and Production Operations Revenues increased 20% to $368.6 million for the quarter and 19% to $722.0 million for the six months. Operating profit increased 38% to $45.1 million for the quarter and 49% to $95.4 million for the six months. Baroid Drilling Fluids benefited from higher volume and market share gains in Latin America and Africa as well as the North Sea, Gulf of Mexico and Alaska. Sperry-Sun experienced gains in its major product lines: Formation-Evaluation- While-Drilling (FEWD) services, Directional-While-Drilling (DWD) services and Directional Drilling services. Utilization for these services continues to run at high rates. Operating margins for Security DBS's drill bits improved by better pricing, market activity and product mix. Increased rig counts in offshore and international areas contributed to the gains. Kellogg Oil and Gas Services Revenues of $153.3 million for the quarter and $266.1 million for the six months were more than double the amounts in the 1995 periods. Operating profit was $12.0 million in the quarter and $14.6 million in the six months compared to $.8 million and $.6 million the prior year quarter and six months, respectively. The Company's Bredero Price operation benefited from increased pipe- coating activity, particularly in Norway, as well as its expansion during the past year into North and South American markets. Sub Sea International's gains reflected higher levels of engineering work and remotely-operated-vehicle (ROV) activity as well as the impact of acquisitions and overhead cost reductions. Wellstream, acquired in May 1995, also contributed to the improvement. At the end of the second quarter, backlog stood at $504 million versus $490 million last year. ENGINEERING SERVICES SEGMENT M. W. Kellogg Operations Revenues were $466.4 million in the quarter and $858.4 million in the six months representing increases over last year of 36% and 30%, respectively. Operating profit for the quarter of $21.8 million was up slightly from last year while the six-month operating profit of $40.9 million was a 24% increase over 1995. The revenue improvements reflected higher contract activities on projects in the Far East, Uzbekistan and the United States. Operating profit for the quarter was affected by the costs of increased proposal activity incurred on several major bids. Backlog increased to $2.3 billion, 22% higher than the prior year. During the second quarter, Kellogg received a number of major awards for LNG and fertilizer projects. ENERGY EQUIPMENT SEGMENT Compression and Pumping For the quarter, revenues of $264.9 million and operating profit of $15.2 million were higher than last year by 15% and 29%, respectively. For the six months, revenues of $540.4 million were essentially the same as last year, but Operating Profit of $29.3 million was 27% higher than last year. The improvements for the quarter were essentially attributable to better results at Dresser-Rand which experienced a 17% increase in revenues due largely to higher sales of turbo products and steam generators, as well as improved aftermarket conditions across all products, particularly in Europe. At the end of April, Dresser-Rand's backlog stood at just under $1.1 billion, 32% higher than a year ago. Several contract compression and turbo products awards received in recent months from the North Sea and Latin American customers have contributed to the increase. An increase in equity earnings from Ingersoll-Dresser Pump Company in the first quarter also contributed to the improvement in the six-month Operating Profit. Measurement Revenues of $154.1 million and $301.8 million for the quarter and six months, respectively, were up slightly from last year. However, Operating Profit declined 28% for the quarter and 38% for the six months. The lower earnings primarily resulted from adverse conditions in the Wayne retail fueling systems business where lower margins in the United States and lower volumes in international markets were experienced. Flow Control Revenues of $150.1 million for the quarter and $301.8 million for the six months represent increases of 55% and 50%, respectively, over the 1995 periods. Operating Profit of $16.4 million in the quarter and $28.8 million in the six month period was substantially higher than the prior year. Overall, the increases reflected the contributions of Grove S.p.A., acquired in June 1995, as well as revenue and margin improvements at Valve and Controls Division. Power Systems Revenues increased 16% to $79.0 million for the quarter and 3% to $143.5 million for the six months. However, Operating Profit decreased 7% in the quarter and 36% in the six months. The earnings decreases were primarily due to 1996 sales of lower margin product lines by Waukesha Engine Division. LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION The Company's overall financial condition remained strong at April 30, 1996. Since the beginning of the year, the Company used approximately $227.6 million more cash than the operations generated resulting in an increase in short-term borrowings of $176.9 million. Major expenditures included $153.2 million for capital expenditures, $61.8 million for dividends, $74.4 million to repurchase shares and $21.4 million for business acquisitions. In addition, $135.2 million of cash was used to finance working capital primarily for increases in accounts receivable and inventories, and decreases in payables and accrued expenses. Total debt was $770.4 million as of April 30, 1996, compared to $590.9 million at October 31, 1995. Total debt was 32% of total book capitalization as of April 30, 1996, compared to 26% as of October 31, 1995. Net debt was 9% of market capitalization at April 30, 1996, versus 8% at October 31, 1995. On February 29, 1996, the Company filed a Form S-3 with Securities and Exchange Commission for the shelf registration of $400 million of debt securities. An additional $100 million of debt securities remains from a similar filing in June 1993. The timing of sale of the debt securities will depend on the Company's capital requirements, market conditions and cost of other funds. LEGAL AND ENVIRONMENTAL MATTERS The Company is currently involved in a number of lawsuits and has also been identified as a potentially responsible party in a number of Superfund sites. Note F to Condensed Consolidated Financial Statements includes significant changes subsequent to October 31, 1995. PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders (a) The Annual Meeting of Shareholders of Registrant was held on March 21, 1996. (c) At the Annual meeting, the shareholders: (i) voted to elect, in an uncontested election, thirteen directors of the Company. Each nominee for Director was elected by a vote of the shareholders as follows:
Votes Votes For Withheld William E. Bradford 163,599,302 514,414 Samuel B. Casey, Jr. 163,609,767 503,948 Lawrence S. Eagleburger 163,591,300 522,416 Sylvia A. Earle 163,649,353 464,363 Rawles Fulgham 163,576,317 537,399 John Gavin 163,623,788 489,928 Ray L. Hunt 163,607,804 505,912 J. Landis Martin 163,589,958 523,758 John J. Murphy 163,625,277 488,439 Lionel H. Olmer 163,639,302 474,413 Jay A. Precourt 163,657,932 455,783 Bill D. St. John 163,615,347 498,368 Richard W. Vieser 163,604,512 509,204
Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. Exhibit 27 Financial Data Schedule SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DRESSER INDUSTRIES, INC. By: /s/ George H. Juetten George H. Juetten Vice President - Controller Dated: June 13, 1996 EXHIBIT INDEX Exhibit Description 27 Financial Data Schedule. (Pursuant to Item 601(c)(iv) of Regulation S-K, the Financial Data Schedule is not deemed to be "filed" for purposes of Section 11 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended.) EX-27 2
5 1,000 3-MOS OCT-31-1996 APR-30-1996 198,000 0 995,700 0 883,700 2,266,400 2,708,700 1,520,200 4,839,600 1,839,300 462,200 0 0 46,200 1,570,500 4,839,600 3,078,700 3,092,500 2,422,300 2,902,400 0 0 20,900 164,800 56,000 103,800 0 0 0 103,800 0.57 0.57
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