-----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, J77moC20yYXIukzINMJhlyv/JVt/9uDyAHvBrLWYnxQUMNiKTy9jTmbhNBMHZTGE a0AHQAhkl+Lf6qbpoY/eBA== 0000912057-94-002061.txt : 19940616 0000912057-94-002061.hdr.sgml : 19940616 ACCESSION NUMBER: 0000912057-94-002061 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940615 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 002-91309 FILM NUMBER: 94534389 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 424B3 1 424B3 PROSPECTUS [LOGO] 500,000 SHARES COMMON STOCK ($.25 PAR VALUE PER SHARE) ------------ DRESSER INDUSTRIES, INC. AUTOMATIC DIVIDEND REINVESTMENT PLAN ------------ The Automatic Dividend Reinvestment Plan (the "Plan") of Dresser Industries, Inc. ("Dresser" or the "Company") provides holders of shares of the common stock, $.25 par value, of the Company (the "Common Stock") with a convenient method of purchasing additional shares of Common Stock without payment of any brokerage commission or service charge. Any holder of record of shares of Common Stock is eligible to participate in the Plan. Participants in the Plan may: - have cash dividends on their Common Stock automatically reinvested, or - invest both their cash dividends and up to $1,000 per month of optional cash payments. The purchase price of the shares of Common Stock purchased with reinvested cash dividends on Common Stock will be an amount equal to 100% of the average of the high and low prices for the Company's Common Stock, as reported in The Wall Street Journal report of NYSE-Composite Transactions, on the investment date as of which such purchase is made (or the next preceding day on which the Company's Common Stock is traded on the New York Stock Exchange, if it is not traded on the New York Stock Exchange on the investment date). Stockholders who do not elect to participate in the Plan will continue to receive cash dividends on shares registered in their names. This Prospectus relates to 500,000 shares of the Company's Common Stock registered for purchase under the Plan. This Prospectus should be retained for future reference. ------------ 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 JUNE 14, 1994. 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. AVAILABLE INFORMATION Dresser is 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: Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and Seven World Trade Center, 18th Floor, 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 Registration Statement Form S-3, Registration No. 2-91309 (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 offered in connection with the Plan. 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 hereby undertakes 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 2) Dresser's Quarterly Reports on Form 10-Q for the period ended January 31, 1994 and April 30, 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) Annual Report on Form 10-K of Baroid Corporation ("Baroid") for its fiscal year ended December 31, 1993. 7) Baroid's Current Report 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 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). 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 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 supplies products and services for industries involved in petroleum and natural gas exploration and development, energy processing and conversion, engineering services, and mining and selected industrial activities. Typically, Dresser's products are technologically complex and require a high degree of expertise in design, manufacturing and marketing. 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, including drilling fluid systems, drilling and coring bits, directional and measurement-while-drilling tools and services and production tools. The segment also performs pipecoating services for oil and gas pipelines located above and below ground as well as underwater and diving and underwater engineering services for the inspection, construction, maintenance and repair of offshore drilling rigs, platforms, pipelines and other subsea structures. 3 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. Effective January 21, 1994, Baroid became a wholly owned subsidiary of Dresser as a result of the merger of a wholly owned subsidiary of Dresser with and into Baroid. Baroid operations are included in the Oilfield Services segment. Dresser'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 be received by Dresser on the sale of shares of Common Stock pursuant to the Plan will be used for working capital and for other corporate purposes. DESCRIPTION OF THE PLAN The Company is offering to the holders of its Common Stock the opportunity to purchase shares of Common Stock through the Dresser Industries, Inc. Automatic Dividend Reinvestment Plan. The provisions of the Plan are explained in the following questions and answers: PURPOSE 1. WHAT IS THE PURPOSE OF THE PLAN? The purpose of the Plan is to provide you with a simple and convenient way to increase your ownership of Common Stock of the Company by investing cash dividends and optional cash payments in additional shares of Common Stock without payment of any brokerage commission or service charge. ADVANTAGES 2. WHAT ARE THE ADVANTAGES OF THE PLAN? Once you are enrolled in the Plan, cash dividends on your shares will be used to purchase shares of Common Stock on each cash dividend payment date (the "investment date"). Optional cash payments will be invested monthly to purchase shares of Common Stock. No brokerage commission or service fee will be paid by participants in connection with purchases made under the Plan. Full investment of funds is possible because the Plan permits fractions of shares, as well as whole shares, to be credited to your account. In addition, the Company will hold and act as custodian of the shares purchased through the Plan. This will relieve you of the responsibility of safekeeping multiple stock certificates and will protect you against their loss, theft or destruction. Regular statements of account will provide you with a full record of each transaction. ADMINISTRATION 3. WHO ADMINISTERS THE PLAN? The Company administers the Plan. Shares of Common Stock purchased under the Plan will be registered in the name of the Company or its nominee as agent for participants in the plan. If you decide to participate, the Company will keep a continuous record of your participation and will send you a statement of your account after each transaction. 4 For information about the Plan, write to: Dresser Industries, Inc. Shareholder Services P.O. Box 718 Dallas, TX 75221 PARTICIPATION 4. WHO IS ELIGIBLE TO PARTICIPATE? All holders of record of the Company's Common Stock are eligible to participate in the Plan. If you own stock which is registered in street name, you must have the shares transferred to your name in order to participate. 5. HOW DO I PARTICIPATE? If you are eligible, you may join the Plan at any time by completing an Authorization Card provided by the Company and returning it to the Company at the above address. If the account is registered in more than one name, EACH REGISTERED HOLDER MUST SIGN THE AUTHORIZATION CARD EXACTLY AS THE SHARES ARE REGISTERED IN ORDER FOR PARTICIPATION IN THE PLAN TO BEGIN. 6. WILL DIVIDENDS PAID ON SHARES CREDITED TO MY DIVIDEND REINVESTMENT ACCOUNT BE AUTOMATICALLY REINVESTED EACH QUARTER? Yes. All dividends paid on shares held in the Plan will be reinvested. 7. WHEN WILL REINVESTMENT OF MY DIVIDENDS START? Your authorization card must be received by the Company at least two weeks prior to a dividend record date in order for that dividend to be reinvested. The current schedule of record dates for Dresser dividends is: March 1, June 1, September 1, and December 1 or the first business day thereafter. 8. HOW DOES THE OPTIONAL CASH INVESTMENT WORK? If you are a participant in the Plan you may elect to make optional cash investments to purchase additional shares of Common Stock of the Company. Payments may not be less than $25 nor more than $1000 per month. Payments may be made as often as once per month; however, there is no obligation to make cash investments on a regular basis. Checks or money orders should be payable to Dresser Industries, Inc., and mailed to the Company, Attn: Shareholder Services, P. O. Box 718, Dallas, TX 75221. PLEASE DO NOT SEND CASH. 9. MUST I SEND A FORM OR NOTICE WITH CASH INVESTMENT? Yes. After a transaction has been completed, you will receive a statement showing the amount invested, purchase price, number of shares purchased, and your new balance. Each statement will include a tear-off portion which should accompany your check or money order if you wish to make a cash investment. 10. WHEN WILL PURCHASES OF COMMON STOCK BE MADE? Dividends will be used to purchase Common Stock on the dividend payment dates (currently the 20th of March, June, September, and December or the first business day thereafter). Optional cash payments will be invested with the dividends if they are received on or before the dividend record date. Payments received after the dividend record date will be invested in the following month. In addition to the investments described above, optional cash payments will be invested on the 20th day of January, February, April, May, July, August, October, and November. If the 20th falls on a non-business day, the purchase will be made on the first business day following. 5 11. WHAT WILL BE THE PRICE OF SHARES PURCHASED UNDER THE PLAN? The price per share will be 100% of the average of the high and low prices of the Company's Common Stock as reported in the Wall Street Journal report of NYSE -- Composite Transactions on the investment date as of which such purchase is made (or the next preceding day on which the Company's Common Stock is traded on the New York Stock Exchange, if it is not traded on the New York Stock Exchange on the investment date). 12. ARE THERE ANY COSTS TO ME IN CONNECTION WITH MY PURCHASES UNDER THE PLAN? There are no brokerage fees because shares are purchased from the Company. All costs of administration of the Plan are to be paid by the Company. 13. WILL I RECEIVE CERTIFICATES FOR SHARES OF COMMON STOCK PURCHASED UNDER THE PLAN? Normally certificates for shares of Common Stock purchased under the Plan will not be issued to you as long as you participate in the Plan. If you wish to obtain certificates for any number of whole shares credited to your account without withdrawing from the Plan, you may do so by mailing a written request to the Company. The Request must be signed by all holders, exactly as the shares are registered. 14. HOW WILL SUCH CERTIFICATES BE REGISTERED? Accounts in the Plan will be maintained in the name as shown on the Company's shareholder records at the time you enter the Plan. Certificates will be registered in the same manner when issued. WITHDRAWAL 15. HOW DO I WITHDRAW FROM THE PLAN? To withdraw from the Plan, you must notify the Company in writing. Your request MUST BE SIGNED BY ALL HOLDERS EXACTLY AS THE SHARES ARE REGISTERED. In the event of withdrawal, certificates for whole shares credited to your Plan account will be issued to you. A cash payment will be made to you for any fractional share. Alternatively, you may request that the Company forward your shares, on your behalf, to a brokerage firm which will sell the shares for you and remit directly to you the proceeds less brokerage commission and/or service charge and transfer taxes. 16. WHEN MAY I WITHDRAW FROM THE PLAN? You may withdraw from the Plan at any time. If notice of withdrawal is received between a dividend record date and a dividend payment date, the withdrawal will not be processed until after the dividend reinvestment cycle is completed. OTHER INFORMATION 17. HOW ARE INCOME TAX WITHHOLDING PROVISIONS APPLIED? If your dividends are subject to income tax withholding, the tax will be deducted from your total dividend and the net amount will be reinvested. 18. HOW WILL MY SHARES HELD UNDER THE PLAN BE VOTED? The proxy card forwarded to you prior to any Shareholder's meeting will indicate both the number of shares registered in your name and the number of full and fractional shares credited to your Plan account. If your proxy card is returned properly signed, all of such shares will be voted in accordance with your instructions as indicated on the proxy card. 19. MAY THE PLAN BE CHANGED OR DISCONTINUED? The Company reserves the right to suspend, modify, or terminate the Plan, or any participant's account, at any time at its sole discretion. Any such action will be communicated to participants as soon as practicable. 6 20. HOW WILL CORPORATE CHANGES AFFECT THE PLAN? The number of shares issuable under the Plan shall be adjusted appropriately in the event of stock dividends, stock splits, recapitalization, mergers, consolidations, combinations or exchanges of shares or other similar corporate changes. 21. WHAT IS THE RESPONSIBILITY OF THE COMPANY UNDER THE PLAN? In administering the Plan, neither the Company nor any agent will be liable for any act done in good faith, or for any good faith omission to act, including, without limitation, any claims of liability arising out of failure to terminate a participant's account upon such participant's death prior to the receipt of notice in writing of such death. Participants should recognize that the Company cannot and does not assure them of a profit or protect them against loss on the shares purchased by them under the plan. FEDERAL INCOME TAX 22. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN? Dividends invested in shares of Common Stock under the Plan continue to be taxable for income tax purposes, just as though you received them in cash on the dividend payment date. You will not realize any taxable income when you receive certificates for shares credited to your account under the Plan. However, if you receive, upon withdrawal from or termination of the Plan, a cash adjustment for any fractional share credited to your account, you may realize a gain or loss. You may also realize gain or loss when you sell shares which you have acquired under the Plan. The amount of such gain or loss will be the difference between the amount which you receive for your shares or fractional share and your tax basis in such shares. The above information is summary only and does not purport to be complete. For rules regarding the determination of tax basis and for other tax consequences, please consult you own tax advisor. For this purpose, you should retain all Plan statements of account sent to you. 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. As of the date of this Prospectus, Ms. Morris owned 3,960 shares of Dresser Common Stock. EXPERTS The consolidated financial statements of 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 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 7 auditors, as set forth in their respective 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 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. INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Dresser's Restated Certificate of Incorporation, as amended, provides, as authorized by Section 145 of the Delaware General Corporation Law ("DGCL") that Dresser shall indemnify each person who is made a party or is threatened to be made a party or is involved in any action, suit or proceeding by reason of the fact that the person is or was a Director or officer of Dresser or is or was serving at the request of the corporation as a Director or officer of another corporation, joint venture, trust or other enterprise, to the fullest extent authorized by the DGCL, as the same existed on March 19, 1987, or may thereafter be amended, to the extent such amendment permits the corporation to provide broader indemnification rights, against all expense, liability and loss (including attorneys' fees), judgments, fines, certain excise taxes or penalties, and amounts paid in settlement reasonably incurred or suffered by such person in connection therewith. The right to indemnification includes the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition. Insurance is maintained by Dresser for each Director and officer of Dresser covering certain expenses, liability or losses he may incur which arise by reason of his being a Director or officer of Dresser or a subsidiary company, whether or not Dresser would have the power to indemnify such person against such expenses, liability or loss under the Delaware General Corporation Law. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Directors, officers or persons controlling Dresser pursuant to the foregoing provisions, Dresser has been informed 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. 8 -----END PRIVACY-ENHANCED MESSAGE-----