-----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, N4ckPbkJQDR4Lvt5WHBVqoIr3gUgYMa/KMrJKrsvAWBmjuOoNfN8RXDm/l8Hafn1 pI1K+j800rsocR/Y/aABXg== 0000912057-96-013632.txt : 19960703 0000912057-96-013632.hdr.sgml : 19960703 ACCESSION NUMBER: 0000912057-96-013632 CONFORMED SUBMISSION TYPE: 11-K CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950725 FILED AS OF DATE: 19960702 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: 00000000 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 This Document is a copy of the Form 11-K filed on June 28, 1996 Pursuant to a Rule 201 Temporary Hardship Exemption 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 July 25, 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: SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION 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] FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION JULY 25, 1995 AND DECEMBER 31, 1994 SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE - ------------------------------------------------------------------------------- Page ---- Report of Independent Accountants 1 Financial Statements Statements of Net Assets Available for Benefits, With Fund Information at July 25, 1995 and December 31, 1994 2 Statement of Changes in Net Assets Available for Benefits, With Fund Information for the Period from January 1, 1995 to July 25, 1995 4 Statement of Changes in Net Assets Available for Benefits, With Fund Information for the Year Ended December 31, 1994 5 Notes to Financial Statements 6 Supplemental Schedule: Item 27d - Schedule of Reportable Transactions for the Period from January 1, 1995 to July 25, 1995 12 [LETTERHEAD] REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of the Savings Plan for Employees of Baroid Corporation In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Savings Plan for Employees of Baroid Corporation (Plan) at July 25, 1995 and December 31, 1994, and the changes in net assets available for benefits for the period from January 1, 1995 to July 25, 1995 (date of complete distribution of the assets of the Plan) and for the year ended December 31, 1994, 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 performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in the supplemental schedules as listed in the accompanying index is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. The Fund Information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for Plan benefits and changes in net assets available for benefits of each fund. The supplemental schedule and the Fund Information for the period from January 1, 1995 to July 25, 1995 and for the year ended December 31, 1994 have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Price Waterhouse LLP Dallas, Texas May 2, 1996 SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION JULY 25, 1994
Fund Information -------------------------------------------------------------------------------------------------------- Merrill Lynch ------------------------------------------------- Retirement Federal Basic Dresser Tremont Preservation Global Securities Capital Value Stock NL Stock Stock Trust Holdings Trust Fund Fund Loans Total ----- -------- ----- ----- -------- ----- ---- ---- ----- ----- JULY 25, 1995 Assets $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Employer contributions receivable - - - - - - - 3,017,736 - 3,017,736 ---- ----- ----- ----- ----- ----- ------ ---------- ----- ---------- Total assets - - - - - - - 3,017,736 - 3,017,736 ---- ----- ----- ----- ----- ----- ------ ---------- ----- ---------- Liabilities and net assets available for benefits Distributions payable - - - - - - - 3,017,736 - 3,017,736 ---- ----- ----- ----- ----- ----- ------ ---------- ----- ---------- Total liabilities - - - - - - - 3,017,736 - 3,017,736 ---- ----- ----- ----- ----- ----- ------ ---------- ----- ---------- Net assets available for benefits, July 25, 1995 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - ---- ----- ----- ----- ----- ----- ------ ---------- ----- ---------- ---- ----- ----- ----- ----- ----- ------ ---------- ----- ----------
The accompanying notes are an integral part of these financial statements. - 2 - SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION DECEMBER 31, 1995
Fund Information ----------------------------------------------------------------------------------------------------------- Merrill Lynch ------------------------------------------------------------------------------ Retirement Federal Basic Dresser Tremont Preservation Global Securities Capital Value Stock NL Stock Stock Trust Holdings Trust Fund Fund Loans Total ----- -------- ----- ----- -------- ----- ---- ---- ----- ----- DECEMBER 31, 1994 Assets Investments, at fair market value: Dresser Industries, Inc. common stock $18,771,255 $ - $ - $ - $ - $ - $ - $ - $ - $18,771,255 NL Industries, Inc. common stock - 554,740 - - - - - - - 554,740 Tremont Corporation common stock - - 709,925 - - - - - - 709,925 United States govern- ment and agency obligations - - - - - 2,089,097 - - - 2,089,097 Merrill Lynch CMA Money Fund - - - 13,489 - - - - - 13,489 Other securities - - - 32,109,728 1,877,328 - 7,735,924 3,619,204 - 45,342,184 Participant loans receivable - - - - - - - - 4,713,702 4,713,702 ----------- -------- -------- ----------- ---------- ---------- ---------- ---------- ---------- ----------- 18,771,255 554,740 709,925 32,123,217 1,877,328 2,089,097 7,735,924 3,619,204 4,713,702 72,194,392 ----------- -------- -------- ----------- ---------- ---------- ---------- ---------- ---------- ----------- Dividends and interest receivable - - - 10,046 - - - - 13,198 23,244 Participant contributions receivable 14,787 - - 21,683 - 3,304 - 10,764 - 50,538 Employer contributions receivable - - - - - - - 5,699,326 - 5,699,326 Cash - - - 202,052 - - - - - 202,052 ----------- -------- -------- ----------- ---------- ---------- ---------- ---------- ---------- ----------- Total assets 18,786,042 554,740 709,925 32,356,998 1,877,328 2,092,401 7,735,924 9,329,294 4,726,900 78,169,552 ----------- -------- -------- ----------- ---------- ---------- ---------- ---------- ---------- ----------- Liabilities and net assets available for benefits Accrued expenses and allocations - - - 16,244 5,200 - 10,989 - - 32,433 ----------- -------- -------- ----------- ---------- ---------- ---------- ---------- ---------- ----------- Total liabilities - - - 16,244 5,200 - 10,989 - - 32,433 ----------- -------- -------- ----------- ---------- ---------- ---------- ---------- ---------- ----------- Net assets available for benefits $18,786,042 $554,740 $709,925 $32,340,754 $1,872,128 $2,092,401 $7,724,935 $9,329,294 $4,726,900 $78,137,119 ----------- -------- -------- ----------- ---------- ---------- ---------- ---------- ---------- ----------- ----------- -------- -------- ----------- ---------- ---------- ---------- ---------- ---------- -----------
The accompanying notes are an integral part of these financial statements. - 3 - SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION FOR THE PERIOD FROM JANUARY 1, 1995 TO JULY 25, 1995
Fund Information -------------------------------------------------------------------------- Merrill Lynch ------------------------------------------- Retirement Tremont Preservation Dresser Fixed Equity Index Stock NL Stock Stock Trust Fund Fund -------------------------------------------------------------------------- Investment income: Cash dividends: Dresser Industries, Inc. $ 168,088 Other - $ 694,940 $ 165 Interest income - - $ 13,459 - Realized gains (losses) from sales of investments 4,369,500 $68,015 $68,533 (655) - - Net appreciation (depre- ciation) in the fair value of investments (1,521,828) 27,621 16,687 - - - Contributions: Participants 325,247 - - 979,097 - - Employer 689 - - 690 - - ----------- -------- -------- ------------ ----------- ----------- 325,936 - - 979,787 - - ----------- -------- -------- ------------ ----------- ----------- Total income and contributions 3,341,696 95,636 85,220 1,674,072 13,459 165 ----------- -------- -------- ------------ ----------- ----------- Distributions, expenses and transfers: Distributions to participants 812,877 25,619 34,528 2,138,902 393 - Administrative expenses 1,205 - 9 1,270 - - Transfer to Dresser Plans 19,544,051 456,995 814,897 28,524,646 7,443,670 1,746,552 Distribution to Dresser Plans - - - - - - Transfers and loan activity, net 1,769,605 167,762 (54,289) 3,350,008 (7,430,604) (1,746,387) ----------- -------- -------- ------------ ----------- ----------- Total distributions, expenses and transfers 22,127,738 650,376 795,145 34,014,826 13,459 165 ----------- -------- -------- ------------ ----------- ----------- Net increase (decrease) (18,786,042) (554,740) (709,925) (32,340,754) - - Net assets available for benefits, beginning of period 18,786,042 554,740 709,925 32,340,754 - - ----------- -------- -------- ------------ ----------- ----------- Net assets available for benefits, end of period $ - $ - $ - $ - $ - $ - ----------- -------- -------- ------------ ----------- ----------- ----------- -------- -------- ------------ ----------- -----------
Fund Information ---------------------------------------------------------------------- Merrill Lynch ------------------------------------------------------------ Phoenix Federal Basic Balanced Global Securities Capital Value Fund Holdings Trust Fund Fund Loans Total -------------------------------------------------------------------------------------- Investment income: Cash dividends: Dresser Industries, Inc. $ 168,088 Other $ 6,091 $ 64,116 765,312 Interest income - - $137,345 150,804 Realized gains (losses) from sales of investments - $ 1,840 (29,661) $ 979,627 $1,004,607 - 6,461,806 Net appreciation (depre- ciation) in the fair value of investments - 108,985 120,610 206,311 5,654 - (1,035,960) Contributions: Participants - 171,848 100,866 449,585 339,255 - 2,365,898 Employer - - - - 3,017,736 - 3,019,115 ----------- ----------- ---------- ---------- ----------- ---------- ------------ - 171,848 100,866 449,585 3,356,991 - 5,385,013 ----------- ----------- ---------- ---------- ----------- ---------- ------------ Total income and contributions 6,091 282,673 255,931 1,635,523 4,367,252 137,345 11,895,063 ----------- ----------- ---------- ---------- ----------- ---------- ------------ Distributions, expenses and transfers: Distributions to participants - 121,755 141,431 304,079 330,083 - 3,909,667 Administrative expenses - 96 170 517 933 - 4,200 Transfer to Dresser Plans 8,333,011 - 180,019 - 11,363,807 4,692,931 83,100,579 Distribution to Dresser Plans - - - - 3,017,736 - 3,017,736 Transfers and loan activity, net (8,326,920) 2,032,950 2,026,712 9,055,862 (1,016,013) 171,314 - ----------- ----------- ---------- ---------- ----------- ---------- ------------ Total distributions, expenses and transfers 6,091 2,154,801 2,348,332 9,360,458 13,696,546 4,864,245 90,032,182 ----------- ----------- ---------- ---------- ----------- ---------- ------------ Net increase (decrease) - (1,872,128) (2,092,401) (7,724,935) (9,329,294) (4,726,900) (78,137,119) Net assets available for benefits, beginning of period - 1,872,128 2,092,401 7,724,935 9,329,294 4,726,900 78,137,119 ----------- ----------- ---------- ---------- ----------- ---------- ------------ Net assets available for benefits, end of period $ - $ - $ - $ - $ - $ - $ - ----------- ----------- ---------- ---------- ----------- ---------- ------------ ----------- ----------- ---------- ---------- ----------- ---------- ------------
The accompanying notes are an integral part of these financial statements. - 4 - SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1994
Fund Information ------------------------------------------------ Merrill Lynch ------------- Dresser Baroid Tremont Stock Stock NL Stock Stock -------------------------------------------- Investment income: Cash dividends: Dresser Industries, Inc. $ 619,469 $ - $ - $ - Other - - - - Interest income 2,434 - 89 89 Realized gains (losses) from sales of investments 395,477 115,189 (26,338) (54,921) Net appreciation (depre- ciation) in the fair value of investments 1,521,828 (4,123,887) 436,485 373,101 ----------- ----------- -------- -------- 2,539,208 (4,008,698) 410,236 318,269 ----------- ----------- -------- -------- Contributions: Participants 512,431 13,641 - - Employer 12,811 - - - ----------- ----------- -------- -------- 525,242 13,641 - - ----------- ----------- -------- -------- Total income and contributions 3,064,450 (3,995,057) 410,236 318,269 Distributions, expenses and transfers: Distributions to participants 1,310,584 113,719 5,300 29,838 Administrative expenses 2,294 - 3 15 Transfers and loan activity, net (17,034,470) 17,670,302 93,087 73,537 ----------- ----------- -------- -------- Total distributions, expenses and transfers (15,721,592) 17,784,021 98,390 103,390 ----------- ----------- -------- -------- Net increase (decrease) 18,786,042 (21,779,078) 311,846 214,879 Net assets available for benefits, beginning of year - 21,779,078 242,894 495,046 ----------- ----------- -------- -------- Net assets available for benefits, end of year $18,786,042 $ - $554,740 $709,925 ----------- ----------- -------- -------- ----------- ----------- -------- --------
Fund Information -------------------------------------------------------------------- Merrill Lynch ------------------------------------------------------------ Retirement Federal Basic Preservation Global Securities Capital Value Trust Holdings Trust Fund Fund Loans Total ------------------------------------------------------------------------------------ Investment income: Cash dividends: Dresser Industries, Inc. $ - $ - $ - $ - $ - $ - $ 619,469 Other - 79,973 141,836 688,956 242,742 - 1,153,507 Interest income 1,900,358 799 1,263 2,209 1,397 294,455 2,203,093 Realized gains (losses) from sales of investments - 10,262 (28,025) 22,791 54,733 - 489,168 Net appreciation (depre- ciation) in the fair value of investments - (177,184) (193,699) (659,904) (224,830) - (3,048,090) ----------- ---------- ---------- ---------- ---------- ---------- ----------- 1,900,358 (86,150) (78,625) 54,052 74,042 294,455 1,417,147 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Contributions: Participants 1,598,464 313,481 219,618 918,865 560,115 - 4,136,615 Employer 1,075 - - - 5,699,326 - 5,713,212 ----------- ---------- ---------- ---------- ---------- ---------- ----------- 1,599,539 313,481 219,618 918,865 6,259,441 - 9,849,827 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Total income and contributions 3,499,897 227,331 140,993 972,917 6,333,483 294,455 11,266,974 Distributions, expenses and transfers: Distributions to participants 4,146,417 84,481 230,724 473,915 340,778 6,735,756 Administrative expenses 77,997 332 255 1,187 947 83,030 Transfers and loan activity, net (399,961) (372,090) 320,558 (258,058) 234,713 (327,618) - ----------- ---------- ---------- ---------- ---------- ---------- ----------- Total distributions, expenses and transfers 3,824,453 (287,277) 551,537 217,044 576,438 (327,618) 6,818,786 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Net increase (decrease) (324,556) 514,608 (410,544) 755,873 5,757,045 622,073 4,448,188 Net assets available for benefits, beginning of year 32,665,310 1,357,520 2,502,945 6,969,062 3,572,249 4,104,827 73,688,931 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Net assets available for benefits, end of year $32,340,754 $1,872,128 $2,092,401 $7,724,935 $9,329,294 $4,726,900 $78,137,119 ----------- ---------- ---------- ---------- ---------- ---------- ----------- ----------- ---------- ---------- ---------- ---------- ---------- -----------
The accompanying notes are an integral part of these financial statements. - 5 - SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- 1. PLAN DESCRIPTION GENERAL The Savings Plan for Employees of Baroid Corporation (the Plan) was established to provide eligible employees of Baroid Corporation (Baroid) with a convenient way to save on a regular and long-term basis. The Plan was established in accordance with section 401(k) of the Internal Revenue Code of 1986, as amended, and was subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). On January 19, 1994, an agreement to merge Dresser Industries, Inc. (Dresser) and Baroid was approved by shareholders of the companies. Under terms of the merger, each share of Baroid common stock was converted into the right to receive 0.40 shares of Dresser common stock on January 21, 1994. All Baroid common stock was converted to Dresser common stock and all transactions in employer stock subsequent to January 21, 1994 were in Dresser common stock. Effective June 1, 1995, the Plan was spun off into three components: component one consisting of hourly employees, component two consisting of salaried employees, and component three consisting of nonresident aliens and union employees. These components were merged into the Dresser Industries, Inc. Retirement Savings Plan-B, the Dresser Industries, Inc. Retirement Savings Plan-A, and the Dresser Industries, Inc. Deferred Savings Plan (collectively, the Dresser Plans), respectively, pursuant to a merger agreement which preserved the protected features of the Plan which must be preserved under ERISA. Effective as of such date, the Dresser Plans assumed the obligations for Plan benefits of all Plan participants under the Plan. The assets of the Plan were transferred to the trustees of the Dresser Plans during the period from June 1, 1995 to July 25, 1995. PLAN PROVISIONS The following description of significant Plan provisions is provided for general information purposes. The provisions described below were in effect for the period from January 1, 1994 to July 25, 1995. They do not reflect the provisions of the Dresser Plans. Participants should refer to the Plan documents for more complete information. Employees of Baroid and certain of Baroid's subsidiaries were generally eligible to voluntarily participate in the Plan after 12 months of employment. Active participants could contribute between 1% to 22% of eligible compensation in increments of .5%. The maximum basic before-tax contribution was 12%. In accordance with Internal Revenue Code section 402(g), participants were limited in the amount of salary reduction contributions which they could make to the Plan ($9,500 and $9,240 and annual maximum for 1995 and 1994, respectively). Highly compensated participants could be required to adjust the amount of their contributions in order to permit the Plan to satisfy the nondiscrimination requirements of sections 401(k) and 401(m) of the Internal Revenue Code. -6- SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- Baroid contributed a discretionary amount of matching contributions determined annually, wholly or partially contingent upon the attainment of certain profit objectives. This match applied to a maximum of 3% of a contributing participant's compensation. Baroid employees could receive an annual retirement contribution of up to 5% of their annual eligible compensation. The retirement contribution, which was made wholly or partially contingent upon the attainment of certain profit objectives, was allocated to all employees eligible to participate in the Plan. In addition, these employees could also receive a Medisave contribution from Baroid, which was contingent upon Baroid's profit objectives. Vesting in employer contributions was 100% upon death, retirement, or disability. A participant with less than three years of vested service had no vested interest in employer contributions, was 50% vested following three years, 75% vested following four years, and 100% vested in all employer contributions following five years of service. Forfeitures of the unvested portion of employer contributions occurred if a participant terminated employment prior to the full-vesting period or if a participant or beneficiary, to whom a distribution was payable, could not be located within one year of the date on which such distribution became payable. Amounts forfeited were used to reduce employer contributions. Upon the spinoff of the Plan, participants retained their prior vested service. Participants with three or more years of vested service continued under the Plan's vesting schedule and those with less than three years of vested service continued under the Dresser Plans' vesting schedules. Substantially all administrative expenses were paid from Plan assets. Employees could elect to have their own contributions invested in one or more funds, whose investment objectives were as follows: Dresser Stock Fund - invested primarily in Dresser common stock; Merrill Lynch Retirement Preservation Trust - invested primarily in GICs issued by insurance companies and bank investment contracts; Dresser Fixed Fund - invested primarily in fixed rate investment contracts with major insurance companies and financial institutions; Equity Index Fund - invested primarily in a portfolio of equity securities that are included in the S&P 500 Index, Phoenix Balanced Fund - invested in any type or class of security and managed to seek potential growth of capital for the future; Merrill Lynch Global Holdings, Inc. Class A Shares - managed with the objective of seeking the highest total investment return consistent with prudent risk through worldwide investment in an internationally diversified portfolio of securities; Merrill Lynch Federal Securities Trust - managed with the objective of seeking a high current return through investments in U.S. government and government agency securities; Merrill Lynch Capital Fund Inc. Class A Shares - managed with the objective of seeking the highest total investment return consistent with prudent risk, investing in equity, debt, and convertible securities; and the Merrill Lynch Basic Value Fund Inc. Class A Shares - managed with the objective of seeking growth and, secondarily, income. -7- SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- In addition to the funds above, two additional equity investment funds were maintained. The NL Stock Fund invested in NL Industries, Inc. (NL) common stock and the Tremont Stock Fund invested in Tremont Corporation (Tremont) common stock. Contributions or transfers into the NL and Tremont Stock Funds were no longer allowed beginning in 1990. Prior to the investment in securities of a type consistent with the objectives of any fund, cash was temporarily invested in the Merrill Lynch CMA Money Fund, which invested in securities with maturities of less than one year issued or guaranteed by the U.S. government or any agency of instrumentality thereof or bank savings accounts. Participants could transfer all or part of their account balance in any fund to any other fund on a daily basis, subject to certain limitations. Only one transfer was permitted out of the NL or Tremont Stock Funds which had to be a transfer of the total value of the participant's account in that fund. Participants could change the investment direction of current contributions as of any business day. Distributions to employees occurred during active service or upon termination and, under prescribed circumstances, could be in various forms (lump-sum, installments, annuity, or combinations thereof, and/or employer securities). Participants could borrow from their vested account balances. The two types of loans available were a general purpose loan and a principal residence loan. General purpose loans were repaid to the Plan over a period of time not to exceed five years and principal residence loans were repaid over a period not to exceed 20 years. The maximum loan amount available to each participant was 50% of their vested account balance not to exceed $50,000. In the event a participant failed to make a principal or interest payment, the loan was in default and the outstanding loan balance was treated as a taxable distribution. The interest rate charged on loans made prior to September 1989 was composite prime rate. The interest rate charged on subsequent loans was a composite prime rate plus 1%. These interest rates ranged from 9.5% to 10% for the period from January 1, 1995 to July 25, 1995. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Plan have been prepared in accordance with generally accepted accounting principles. The following is a summary of significant accounting policies followed by the Plan. INVESTMENTS Investments trusteed with Merrill Lynch Trust Company ("Merrill Lynch" or "Trustee") are recorded at fair market value based upon the quoted market price reported on the last trading day of the period for those securities listed on a national securities exchange; listed securities for which no sale was reported on that date are valued at the mean between the last reported bid and asked prices; and other investments not having an established market are valued at fair value as of that day determined in good faith by the outside advisor responsible for that investment. Short-term investments are stated at cost. -8- SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- Purchases and sales of investments are reflected on a trade-date basis. Gains or losses on sales of securities are based on average cost. CONTRIBUTIONS Contributions from employees are recorded in the period the employer makes payroll deductions from Plan participants. Employer matching contributions are recorded in the same period as the respective employee contributions. LOANS TO PARTICIPANTS Loan distributions to participants, as well as principal and interest payments from participants, are accounted for as interfund transfers in the financial statements. INVESTMENT INCOME Income from investments is recorded as earned on an accrual basis. Dividend income is recorded at the ex-dividend date. CONCENTRATION OF CREDIT RISK The Plan's assets, other than Dresser stock, NL stock, and Tremont stock, are invested with investment funds managed by Merrill Lynch. 3. RELATED PARTY TRANSACTIONS The stock funds, Dresser Stock Fund, Baroid Stock Fund, NL Stock Fund and Tremont Stock Fund, invest primarily in the securities of Dresser, Baroid, NL, and Tremont. The purchases and sales of these securities were as follows: Gain Purchases Sales (Loss) ----------- ----------- ---------- For the period from January 1, 1995 to July 25, 1995: Dresser common stock $15,473,318 $21,709,213 $4,369,500 For the year ended December 31, 1994: Dresser common stock $ 8,583,180 $ 3,370,285 $ 395,478 Baroid common stock 395,707 452,377 115,189 NL common stock 89 97,544 (26,388) Tremont common stock 368 99,862 (54,921) -9- SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- 4. TAX STATUS Management believes that prior to the merger with the Dresser Plans, the Plan was qualified under section 401(a) of the Internal Revenue Code of 1986, as amended; as such, the trust is exempt from federal income tax under section 501(a). The Internal Revenue Service granted a favorable letter of determination to the Plan on December 3, 1993 and September 16, 1994. Generally, employer contributions to a qualified plan are deductible by the employer when made. Earnings of the trust are tax exempt and participants are not taxed on their benefits until withdrawn from the Plan. The Plan has complied with the fidelity bonding requirements of ERISA. 5. EMPLOYER CONTRIBUTION Subsequent to the actual date of the transfer of Plan assets, Baroid determined its matching and retirement contribution for the period from January 1, 1995 to July 25, 1995, collectively, to be $3,017,736. This amount was contributed to the Dresser Plans on two separate dates. $2,284,113 was contributed on July 26, 1995 and $733,623 was contributed on November 9, 1995. 6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: July 25, December 31, 1995 1994 -------- ------------ Net assets available for benefits per the financial statements $ - $78,137,119 Amounts allocated to withdrawing participants - 464,620 ------ ----------- Net assets available for benefits per the Form 5500 $ - $77,672,499 ------ ----------- ------ ----------- The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: January 1, 1995 to Year ended July 25, December 31, 1995 1994 ----------- ------------ Benefits paid to participants per the financial statements $3,909,667 $6,735,756 Amounts allocated to withdrawing participants at December 31, 1995 (464,620) 464,620 Amounts allocated to withdrawing participants at December 31, 1994 - (818,085) ---------- ---------- Benefits paid to participants per the Form 5500 $3,445,047 $6,382,291 ---------- ---------- ---------- ---------- -10- SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------- Amounts allocated to withdrawing participants 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. -11- SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION ITEM 27d FORM 5500 - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE PERIOD FROM JANUARY 1, 1995 TO JULY 25, 1995 - ------------------------------------------------------------------------------- Current Expense Value of Number of Incurred Asset on Identity of Description of Purchases Purchase Selling Lease with Trans- Cost of Transaction Net Gain Party Involved Asset (shares) or Sales Price Price Rental actions Asset Date or (Loss) - ----------------------- -------------- --------- ----------- ----------- ------ ----------- ----------- ----------- --------- Category (iii) - series of transactions in the same issue, when aggregated, exceed 5% of Plan assets: Purchase of assets: Dresser Industries, Inc. 857,643 188 $15,473,318 $ - $ - $ - $15,473,318 $15,473,318 $ - (Common Stock) Merrill Lynch Retirement 28,220,459 266 28,220,618 - - - 28,220,618 28,220,618 - Preservation Trust Merrill Lynch 53,345 145 1,518,303 - - - 1,518,303 1,518,303 - Capital Fund Merrill Lynch Basic 753,277 183 17,893,402 - - - 17,893,402 17,893,402 - Value Fund Dresser Fixed Fund 13,403,458 10 13,403,458 - - - 13,403,458 13,403,458 - Phoenix Balanced Fund 994,407 3 17,137,287 - - - 17,137,287 17,137,287 - Federal Securities 612,699 93 5,840,467 - - - 5,840,467 5,840,467 - Trust Fund Sale of assets: Dresser Industries, Inc. 964,190 240 - 21,709,213 - - 17,339,713 21,709,213 4,369,500 (Common Stock) Merrill Lynch 31,805,542 185 - 31,805,046 - - 31,805,701 31,805,046 (655) Retirement Preservation Trust Merrill Lynch 350,918 156 - 10,349,558 - - 9,369,931 10,349,558 979,627 Capital Fund Merrill Lynch Basic 471,489 207 - 12,073,606 - - 11,068,999 12,073,606 1,004,607 Value Fund Dresser Fixed Fund 5,959,788 1 - 5,959,788 - - 5,959,788 5,959,788 - Phoenix Balanced Fund 482,551 2 - 7,731,937 - - 7,731,937 7,731,937 - Federal Securities 817,993 87 - 7,782,086 - - 7,811,747 7,782,086 (29,661) Trust Fund
- ------------------------------------------------------------------------------- Note: There were no category (i), (ii), or (iv) transactions. 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Dresser Industries, Inc. Employee Benefits Committee has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized. SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION /s/ Paul M. Bryant ---------------------------------- Paul M. Bryant, Chairman, Employee Benefits Committee June 27, 1996 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 Registration Statement on Form S-8 (No. 33-52067) of Dresser Industries, Inc. of our report dated May 2, 1996 appearing on page 1 of the Savings Plan for Employees of Baroid Corporation Financial Statements on Form 11-K for the period from January 1, 1995 to July 25, 1995. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP Dallas, Texas June 27, 1996 -----END PRIVACY-ENHANCED MESSAGE-----