-----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, B88wZfaD0t2ERlbn+xt6SQhhO6riFBVf3fOu7jyBHSFZhed4Y12e8CyDVxO0s8pH M3dFURiLWpP1eqkiYe8WzA== 0000912057-96-013310.txt : 19960629 0000912057-96-013310.hdr.sgml : 19960629 ACCESSION NUMBER: 0000912057-96-013310 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960627 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04003 FILM NUMBER: 96587201 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 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from __________ to __________ COMMISSION FILE NUMBER: 1-4003 A. Full title of the Plan and the address of the Plan, if different from that of the issuer named below: DRESSER INDUSTRIES, INC. STOCK PURCHASE PLAN B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: DRESSER INDUSTRIES, INC. 2001 Ross Avenue Dallas, Texas 75201 (LOGO) DRESSER INDUSTRIES, INC. STOCK PURCHASE PLAN FINANCIAL STATEMENTS DECEMBER 31, 1995 AND 1994 DRESSER INDUSTRIES, INC. STOCK PURCHASE PLAN INDEX TO PLAN FINANCIAL STATEMENTS - ------------------------------------------------------------------------------ Page ---- Report of Independent Accountants 1 Plan Financial Statements: Statement of Net Assets 2 Statement of Changes in Net Assets 3 Notes to Financial Statements 4-6 Supplemental Schedules: Schedule of Assets Held for Investment Purposes at December 31, 1995 7 Schedule of Reportable Transactions 8 [LETTERHEAD] REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Stock Purchase Plan Committee of the Dresser Industries, Inc. Stock Purchase Plan In our opinion, the financial statements listed in the accompanying index present fairly, in all material respects, the net assets of the Dresser Industries, Inc. Stock Purchase Plan (the Plan) at December 31, 1995 and 1994, and the changes in its net assets for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules 1 and 2 is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by the Employee Retirement Income Security Act of 1974. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP Dallas, Texas June 5, 1996 DRESSER INDUSTRIES, INC. STOCK PURCHASE PLAN STATEMENT OF NET ASSETS - ------------------------------------------------------------------------------ December 31, ------------------------- 1995 1994 ----------- ----------- ASSETS Due from Dresser Industries, Inc. $ 30,213 $ 4,269 Dresser Industries, Inc. common stock at market (1995 - 908,231 shares; cost $13,334,387 1994 - 950,319 shares; cost $13,247,540) 22,081,366 18,174,851 ----------- ----------- Total assets $22,111,579 $18,179,120 ----------- ----------- ----------- ----------- LIABILITIES AND PARTICIPANTS' EQUITY Book overdraft $ 30,470 $ 3,838 ----------- ----------- Total liabilities 30,470 3,838 ----------- ----------- Participants' equity, at cost 13,334,131 13,247,971 Unrealized appreciation of investments 8,746,978 4,927,311 ----------- ----------- Participants' equity, at market 22,081,109 18,175,282 ----------- ----------- Total liabilities and participants' equity $22,111,579 $18,179,120 ----------- ----------- ----------- ----------- See accompanying notes to financial statements. 2 DRESSER INDUSTRIES, INC. STOCK PURCHASE PLAN STATEMENT OF CHANGES IN NET ASSETS - ------------------------------------------------------------------------------ Year Ended December 31, ------------------------- 1995 1994 ----------- ----------- Contributions: Employees $ 852,550 $ 746,371 Employer 188,103 185,693 ----------- ----------- Total contributions 1,040,653 932,064 ----------- ----------- Investment income: Cash dividends on Dresser Industries, Inc. common stock 616,800 639,194 Interest 8,415 6,150 ----------- ----------- Total investment income 625,215 645,344 ----------- ----------- Other increases (decreases): Net appreciation (depreciation) in fair value of investments 4,876,388 (1,751,229) ----------- ----------- Total other increases (decreases) 4,876,388 (1,751,229) ----------- ----------- Total increase (decrease) 6,542,256 (173,821) ----------- ----------- Distributions to participants: Cash 1,313 1,355 Stock, at market 2,635,116 1,960,880 ----------- ----------- Total 2,636,429 1,962,235 ----------- ----------- Net increase (decrease) in participants' equity 3,905,827 (2,136,056) Participants' equity, beginning of year 18,175,282 20,311,338 ----------- ----------- Participants' equity, end of year $22,081,109 $18,175,282 ----------- ----------- ----------- ----------- See accompanying notes to financial statements. 3 DRESSER INDUSTRIES, INC. STOCK PURCHASE PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------ 1. DESCRIPTION OF THE PLAN The Stock Purchase Plan (the Plan) was established to assist eligible employees of Dresser Industries, Inc. (Dresser) to acquire and accumulate shares of common stock of Dresser through payroll deductions. Dresser supplements the contributions of employees who have four or more years of service. Such employees are entitled to either a discount from the market value of the common stock on the date of purchase from Dresser or an employer contribution toward the purchase of shares on the open market. Reference should be made to the Plan document for more complete information. Substantially all employees of Dresser having at least one year of employment with Dresser (as defined in the Plan document) except its officers and directors are eligible to participate in the Plan. Employees represented by a union can participate only if eligibility is afforded to them as a result of collective bargaining. No employee may contribute to the Plan during the same calendar year quarter in which contributions are made to any other qualified defined contribution plan sponsored by Dresser other than a 401(k) plan. Amounts contributed by the participants and Dresser and cash dividends received from Dresser, if any, are transferred to a trust fund which purchases shares of common stock for the accounts of participants. Common stock of Dresser is purchased on a quarterly basis. At December 31, 1995 and 1994, Dresser common stock shown on the accompanying statement of net assets includes 19,282 and 17,341 shares, respectively, issuable by Dresser based on contributions and investment earnings for the quarters then ended. These shares were issued on January 22, 1996 and January 25, 1995, respectively. Common stock, plus cash for any partial share credited to a participant's account, will be distributed to the participant (or the participant's designated beneficiary or estate) in full after the end of a quarter in which a participant becomes eligible for a distribution due to permanent disability, death, retirement, or termination of employment. Prior to termination of employment, shares can be distributed to a participant upon voluntary withdrawal from the Plan or for emergencies at the discretion of the Stock Purchase Plan Committee as provided in the Plan document. Dresser may terminate the Plan at any time. Upon termination of the Plan, the trustee will distribute to each participant the balance in such participant's account. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting records of the Plan are maintained on an accrual basis. Investments are recorded at market value as determined by the average of the high and low sales prices of Dresser common stock on the last business day of the Plan quarter. Dresser pays all of the Plan's administrative expenses. 4 DRESSER INDUSTRIES, INC. STOCK PURCHASE PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------ 3. TAX STATUS OF THE PLAN Management believes the Plan is qualified under section 401(a) of the Internal Revenue Code and therefore the trust is exempt from taxation under section 501(a). The Internal Revenue Service (IRS) granted a favorable letter of determination to the Plan on June 18, 1985. Generally, employer contributions to a qualified plan are deductible by Dresser when made. Earnings of the trust are tax exempt and participants are not taxed on their benefits until withdrawn from the Plan. Management believes the Plan is qualified under the applicable sections of the Internal Revenue Code and the Employee Retirement Income Security Act of 1974 (ERISA). The Plan has complied with the fidelity bonding requirements of ERISA. 4. PARTICIPANT INCOME TAX STATUS Participants are liable for income taxes on distributions received from the Plan in accordance with the Internal Revenue Code. Participant tax liability is more fully described in the Summary Plan Description available from Dresser. 5. PARTICIPANTS WITHDRAWN AT YEAR-END Plan assets totaling $877,453 and $368,864 relate to participants that have withdrawn from the Plan at December 31, 1995 and 1994, respectively, in accordance with the provisions of the Plan. 6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for Plan benefits per the financial statements to the Form 5500: December 31, 1995 ------------ Net assets available for Plan benefits per the financial statements $22,081,109 less: Benefit obligations currently payable 877,453 ----------- Net assets available for Plan benefits per the Form 5500 $21,203,656 ----------- ----------- 5 DRESSER INDUSTRIES, INC. STOCK PURCHASE PLAN NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------ The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year Ended December 31, 1995 ------------ Benefits paid to participants per the financial statements $2,636,429 add: Benefit obligations payable at end of year 877,453 ---------- Benefits paid to participants per the Form 5500 $3,513,882 ---------- ---------- Amounts currently payable to or for participants, dependents and beneficiaries are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date. 6 DRESSER INDUSTRIES, INC. STOCK PURCHASE PLAN ITEM 27a FORM 5500 - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995 SCHEDULE 1 - ------------------------------------------------------------------------------ Identity of Issuer, Borrower, Description of Investment Lessor, or Similar Party Including Par Value Cost Current Value - ----------------------------- ------------------------- ----------- ------------- Dresser Industries, Inc. 908,231 shares of common $13,334,387 $22,081,366 stock, $.25 par value
7 DRESSER INDUSTRIES, INC. STOCK PURCHASE PLAN ITEM 27d FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS (a) YEAR ENDED DECEMBER 31, 1995 SCHEDULE 2 - ------------------------------------------------------------------------------ Expenses Current Value Incurred of Asset on Net Purchase Selling Lease with Cost of Transaction Gain Identity of Party Involved Description of Assets Price Price Rental Transaction Asset Date (Loss) - -------------------------- ------------------------- ---------- ------- ------ ----------- ---------- ------------- ------ SINGLE TRANSACTION Dresser Industries, Inc. 19,050 shares of Dresser Industries, Inc. common stock $ 404,804 $ - $ - $ - $ 404,804 $ 404,804 $ - Dresser Industries, Inc. 18,284 shares of Dresser Industries, Inc. common stock 404,455 - - - 404,455 404,455 - Dresser Industries, Inc. 16,180 shares of Dresser Industries, Inc. common stock 386,453 - - - 386,453 386,453 - Dresser Industries, Inc. 19,282 shares of Dresser Industries, Inc. common stock 468,807 - - - 468,807 468,807 - ------ ---------- ------ ------ ------ ---------- ---------- ------ TOTAL OF QUARTERLY TRANSACTIONS Dresser Industries, Inc. 72,796 shares of Dresser Industries, Inc. common stock $1,664,519 $ - $ - $ - $1,664,519 $1,664,519 $ - ---------- ------ ------ ------ ---------- ---------- ------ ---------- ------ ------ ------ ---------- ---------- ------
(a) Transactions in excess of five percent of the current value of the Plan's assets as of January 1, 1995 as defined in Section 2520.103-6 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA. 8 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Stock Purchase Plan Committee has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized. DRESSER INDUSTRIES, INC. STOCK PURCHASE PLAN /s/ Paul M. Bryant ---------------------------- Paul M. Bryant, Chairman Stock Purchase Plan Committee June 27, 1996 9 EXHIBIT INDEX Exhibit Description 23 Consent of Price Waterhouse LLP EX-23 2 EXHIBIT 23 [LETTERHEAD] CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-8 (No. 2-81536) of Dresser Industries, Inc. Stock Purchase Plan of our report dated June 5, 1996 on Form 11-K for the year ended December 31, 1995. /s/ PRICE WATERHOUSE LLP PRICE WATERHOUSE LLP Dallas, Texas June 27, 1996 -----END PRIVACY-ENHANCED MESSAGE-----