-----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, ZoQZJk/VJQprXMT+HEhiZJK03UA3rI1uYLbvfGa1TN4xUOvaWEhjRIswPJ03TqoB mbOPjnIOwT2LLh0fkhfJig== 0000950129-94-000534.txt : 19940705 0000950129-94-000534.hdr.sgml : 19940705 ACCESSION NUMBER: 0000950129-94-000534 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAROID CORPORATION /DE CENTRAL INDEX KEY: 0000867516 STANDARD INDUSTRIAL CLASSIFICATION: 2890 IRS NUMBER: 760319642 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10624 FILM NUMBER: 94537031 BUSINESS ADDRESS: STREET 1: 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 FORMER COMPANY: FORMER CONFORMED NAME: NEW BAROID CORPORATION DATE OF NAME CHANGE: 19600201 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04003 FILM NUMBER: 94537014 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 11-K 1 FORM 11-K 1 - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 11-K X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF ----- THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1993 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 Numbers: 1-10624 (Baroid Corporation) 1-4003 (Dresser Industries, Inc.) 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. Names of issuers of securites held pursuant to the plan and the addresses of their principal executive offices: BAROID CORPORATION DRESSER INDUSTRIES, INC. 2001 Ross Avenue 2001 Ross Avenue Dallas, Texas 75201 Dallas, Texas 75201 - - -------------------------------------------------------------------------------- 2 Savings Plan for Employees of Baroid Corporation Financial Statements and Supplemental Schedules Years ended December 31, 1993 and 1992 CONTENTS Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Audited Financial Statements Statements of Net Assets Available for Benefits, With Fund Information . . . . . . . . . . . . . . . 2 Statement of Changes in Net Assets Available for Benefits, With Fund Information . . . . . . . . . . 4 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Supplemental Schedules Item 27a -- Schedule of Assets Held for Investment Purposes . . . . . . . . . . . . . . . . . . . . . 14 Item 27a -- Schedule of Assets Held for Investment Purposes Which Were Both Acquired and Disposed of Within the Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * Item 27b -- Schedule of Loans or Fixed Income Obligations . . . . . . . . . . . . . . . . . . . . . . * Item 27c -- Schedule of Leases in Default or Classified as Uncollectible . . . . . . . . . . . . . . * Item 27d -- Schedule of Reportable Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Item 27e -- Schedule of Nonexempt Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . *
_________ * At December 31, 1993, and for the reporting period then ended, there were no matters which required disclosure with respect to these items. 3 Report of Independent Auditors The Employee Benefits Administration Committee of Baroid Corporation We have audited the accompanying statements of net assets available for benefits of the Savings Plan for Employees of Baroid Corporation as of December 31, 1993 and 1992, and the related statement of changes in net assets available for benefits for the year ended December 31, 1993. These financial statements are the responsibility of Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1993 and 1992, and the changes in net assets available for benefits for the year ended December 31, 1993, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the table of contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. 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 benefits and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits 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. ERNST & YOUNG Houston, Texas June 27, 1994 1 4 Savings Plan for Employees of Baroid Corporation Statement of Net Assets Available for Benefits, With Fund Information December 31, 1993
FUND INFORMATION ------------------------------------------------------------------- MERRILL LYNCH ------------------------------------ RETIREMENT FEDERAL BAROID TREMONT PRESERVATION GLOBAL SECURITIES STOCK NL STOCK STOCK TRUST HOLDINGS TRUST ---------- -------- ----- -------- -------- ------- ASSETS Investments, at fair market value: Baroid Corporation common stock $15,986,699 NL Industries, Inc. common stock 242,894 Tremont Corporation common stock 495,046 United States government and agency obligations 2,335,877 Merrill Lynch CMA Money Fund 247,528 Other securities 32,360,936 1,261,501 ---------- ------- ------- ---------- --------- --------- 16,234,227 242,894 495,046 32,360,936 1,261,501 2,335,877 Dividends and interest receivable 2,671 Participant loans receivable Participant contributions receivable 9,640 33,400 3,876 7,030 Employer contributions receivable 5,531,441 16,104 15,754 15,302 Transfers from other plans receivable 3,770 247,930 76,389 144,736 Cash 19,740 ---------- ------- ------- ---------- --------- --------- Total assets 21,779,078 242,894 495,046 32,680,781 1,357,520 2,502,945 LIABILITIES AND NET ASSETS AVAILABLE FOR BENEFITS Accrued expenses and allocations 15,471 ---------- ------- ------- ---------- --------- ------- Total liabilities 15,471 ---------- ------- ------- ---------- --------- --------- Net assets available for benefits 21,779,078 242,894 495,046 32,665,310 1,357,520 2,502,945 ========== ======= ======= ========== ========= =========
FUND INFORMATION ------------------------------- MERRILL LYNCH -------------------- CAPITAL BASIC VALUE FUND FUND LOANS TOTAL ------ ---------- ----- ------- ASSETS Investments, at fair market value: Baroid Corporation common stock 15,986,699 NL Industries, Inc. common stock 242,894 Tremont Corporation common stock 495,046 United States government and agency obligations 2,335,877 Merrill Lynch CMA Money Fund 247,528 Other securities 6,767,672 3,392,858 43,782,967 --------- --------- ------- ---------- 6,767,672 3,392,858 0 63,091,011 Dividends and interest receivable 10,749 13,420 Participant loans receivable 4,094,078 4,094,078 Participant contributions receivable 17,840 9,098 -- 80,884 Employer contributions receivable 20,158 20,982 -- 5,619,741 Transfers from other plans receivable 163,392 149,311 -- 785,528 Cash 19,740 ---------- --------- ---------- ---------- Total assets 6,969,062 3,572,249 4,104,827 73,704,402 LIABILITIES AND NET ASSETS AVAILABLE FOR BENEFITS Accrued expenses and allocations 15,471 ------- ------- ------- ---------- Total liabilities 15,471 ------- ------- ------- ---------- Net assets available for benefits 6,969,062 3,572,249 4,104,827 73,688,931 ========= ========= ========= ==========
See accompanying notes. 2 5 Savings Plan for Employees of Baroid Corporation Statement of Net Assets Available for Benefits, With Fund Information December 31, 1992
FUND INFORMATION ------------------------------------------------------------------------ MERRILL LYNCH ---------------------------- RETIREMENT BAROID TREMONT PRESERVATION GLOBAL STOCK NL STOCK STOCK TRUST HOLDINGS ----- -------- ----- ----- -------- ASSETS Investments, at fair market value: Baroid Corporation common stock $ 10,960,871 $ -- $ -- $ -- $ -- NL Industries, Inc. common stock -- 281,700 -- -- -- Tremont Corporation common stock -- -- 720,350 -- -- United States government and agency obligations -- -- -- -- -- Merrill Lynch CMA Money Fund -- -- -- 38,445 -- Other securities -- -- -- 32,304,506 445,392 ------------ --------- ---------- ----------- ----------- 10,960,871 281,700 720,350 32,342,951 445,392 Dividends and interest receivable -- -- -- 5,568 -- Participant loans receivable -- -- -- -- -- Participant contributions receivable 21,136 -- -- 63,158 4,645 Employer contributions receivable 2,526,660 -- -- -- -- Cash 204,131 (4) (1) (104,571) 1 ------------ --------- ---------- ----------- ----------- Total assets 13,712,798 281,696 720,349 32,307,106 450,038 LIABILITIES AND NET ASSETS AVAILABLE FOR BENEFITS Accrued expenses and allocations (4,511) 1 -- 44,047 -- ------------ --------- ---------- ----------- ----------- Total liabilities (4,511) 1 -- 44,047 -- ------------ --------- ---------- ----------- ----------- Net assets available for benefits $ 13,717,309 $ 281,695 $ 720,349 $32,263,059 $ 450,038 ============ ========= ========== =========== ===========
FUND INFORMATION --------------------------------------------------------- MERRILL LYNCH ------------------------------------------ FEDERAL SECURITIES CAPITAL BASIC VALUE TRUST FUND FUND LOANS TOTAL ----- ---- ---- ----- ----- ASSETS Investments, at fair market value: Baroid Corporation common stock $ -- $ -- $ -- $ -- $10,960,871 NL Industries, Inc. common stock -- -- -- -- 281,700 Tremont Corporation common stock -- -- -- -- 720,350 United States government and agency obligations 2,170,405 -- -- -- 2,170,405 Merrill Lynch CMA Money Fund -- -- -- -- 38,445 Other securities -- 5,184,051 1,106,140 -- 39,040,089 ------------ ---------- ---------- ----------- ----------- 2,170,405 5,184,051 1,106,140 -- 53,211,860 Dividends and interest receivable -- -- -- 13,969 19,537 Participant loans receivable -- -- -- 3,827,536 3,827,536 Participant contributions receivable 7,404 24,549 11,795 -- 132,687 Employer contributions receivable -- -- -- -- 2,526,660 Cash (119) 14 7 -- 99,458 ------------ ---------- ---------- ----------- ----------- Total assets 2,177,690 5,208,614 1,117,942 3,841,505 59,817,738 LIABILITIES AND NET ASSETS AVAILABLE FOR BENEFITS Accrued expenses and allocations -- -- -- 15,176 54,713 ------------ ---------- ---------- ----------- ----------- Total liabilities -- -- -- 15,176 54,713 ------------ ---------- ---------- ----------- ----------- Net assets available for benefits $ 2,177,690 $5,208,614 $1,117,942 $ 3,826,329 $59,763,025 ============ ========== ========== =========== ===========
See accompanying notes. 3 6 Savings Plan for Employees of Baroid Corporation Statement of Changes in Net Assets Available for Benefits, With Fund Information Year Ended December 31, 1993
FUND INFORMATION --------------------------------------------------------------------------- MERRILL LYNCH -------------------------------------- RETIREMENT FEDERAL BAROID TREMONT PRESERVATION GLOBAL SECURITIES STOCK NL STOCK STOCK TRUST HOLDINGS TRUST ---------- -------- -------- ---------- --------- --------- ---------- ------- -------- ---------- --------- --------- Investment income: Cash dividends: Baroid Corporation 386,957 Other 72,814 117,192 Interest income 208 1,992,414 9 31 Realized gains (losses) from sales of investments 789,590 (57,130) (69,056) 16,860 12,732 ---------- ------- -------- ---------- --------- --------- 1,176,755 (57,130) (69,056) 1,992,414 89,683 129,955 Net appreciation (depre- ciation) in the fair value of investments 4,397,898 63,549 (29,940) 74,148 20,452 Transfer from Other Plans (Note 6) 3,770 454,183 76,389 144,736 Contributions: Participants 646,842 2,514,874 145,739 293,354 Employer 5,547,240 1,122 20,554 15,754 15,302 ---------- ------- -------- ---------- --------- --------- 6,194,082 0 1,122 2,535,428 161,493 308,656 ---------- ------- -------- ---------- --------- --------- Total income and contributions 11,772,505 6,419 (97,874) 4,982,025 401,713 603,799 Distributions, expenses, and transfers: Distributions to participants 1,539,352 23,424 85,636 3,915,789 96,951 139,275 Less forfeitures (52,575) (158) (8,608) (23) (204) Administrative expenses 347 0 4 82,838 15 54 Interfund transfers, net 2,223,612 21,796 41,947 589,755 (602,712) 139,419 ---------- ------- -------- ---------- --------- --------- Total distributions, expenses, and transfers 3,710,736 45,220 127,429 4,579,774 (505,769) 278,544 ---------- ------- -------- ---------- --------- --------- Net change in net assets available for benefits 8,061,769 (38,801) (225,303) 402,251 907,482 325,255 Net assets available for benefits, beginning of year 13,717,309 281,695 720,349 32,263,059 450,038 2,177,690 ---------- ------- -------- ---------- --------- --------- Net assets available for benefits, end of year 21,779,078 242,894 495,046 32,665,310 1,357,520 2,502,945 ========== ======= ======== ========== ========= =========
FUND INFORMATION ------------------------------------ MERRILL LYNCH ----------------------- CAPITAL BASIC VALUE FUND FUND LOANS TOTAL --------- ----------- --------- ---------- Investment income: Cash dividends: Baroid Corporation 386,957 Other 438,408 181,172 809,586 Interest income 93 21 289,405 2,282,181 Realized gains (losses) from sales of investments 98,120 34,243 825,359 --------- ---------- --------- ---------- 536,621 215,436 289,405 4,304,083 Net appreciation (depre- ciation) in the fair value of investments 246,747 192,093 4,964,947 Transfer from Other Plans (Note 6) 163,392 149,311 991,781 Contributions: Participants 910,269 451,612 4,962,690 Employer 26,400 20,982 5,647,354 --------- ---------- --------- ---------- 936,669 472,594 0 10,610,044 --------- ---------- --------- ---------- Total income and contributions 1,883,429 1,029,434 289,405 20,870,855 Distributions, expenses, and transfers: Distributions to participants 838,235 290,522 0 6,929,184 Less forfeitures (6,276) (67,844) Administrative expenses 248 103 83,609 Interfund transfers, net (709,226) (1,715,498) 10,907 0 --------- ---------- --------- ---------- Total distributions, expenses, and transfers 122,981 (1,424,873) 10,907 6,944,949 --------- ---------- --------- ---------- Net change in net assets available for benefits 1,760,448 2,454,307 278,498 13,925,906 Net assets available for benefits, beginning of year 5,208,614 1,117,942 3,826,329 59,763,025 --------- ---------- --------- ---------- Net assets available for benefits, end of year 6,969,062 3,572,249 4,104,827 73,688,931 ========= ========= ========= ==========
See accompanying notes. 4 7 Savings Plan for Employees of Baroid Corporation Notes to Financial Statements December 31, 1993 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Savings Plan for Employees of Baroid Corporation (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. 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 made as soon as practicable after Plan year-end in which respective participant contributions are made. 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. At December 31, 1993 and 1992, there were approximately 554 and 580 employees, respectively, participating in the loan option of the Plan. INVESTMENT INCOME Income from investments is recorded as earned on an accrual basis. Dividend income is recorded at the ex dividend date. 5 8 Savings Plan for Employees of Baroid Corporation Notes to Financial Statements (continued) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) TERMINATION OF PLAN Although it has not expressed any intent to do so, Baroid Corporation ("Baroid") has the right under the Plan to discontinue contributions and to terminate the Plan at any time subject to penalties set forth in the Employee Retirement Income Security Act of 1974 ("ERISA"). In the event of such a discontinuance or termination of the Plan, participants' account balances would be 100% vested. CONCENTRATION OF CREDIT RISK The Plan's assets, other than Baroid Corporation stock, NL Industries stock, and Tremont Corporation stock are invested with investment funds managed by Merrill Lynch. 2. PLAN DESCRIPTION The Plan's principal objective is to provide eligible employees of Baroid with a convenient way to save on a regular and long-term basis. Employees of Baroid and certain of Baroid's subsidiaries are generally eligible to voluntarily participate in the Plan after twelve months of employment. The number of participants with account balances totaled 2,379 at December 31, 1993. Active participants may contribute between 1% to 22% of eligible compensation in increments of .5%. The maximum basic before-tax contribution is 12%. In accordance with the Tax Reform Act of 1986, participants are limited in the amount of salary reduction contributions which they may make to the Plan under Section 402(g) of the Internal Revenue Code ($8,994 annual maximum for 1993). Highly compensated participants may 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. Baroid contributes a discretionary amount of matching contributions determined annually, wholly or partially contingent upon the attainment of certain profit objectives. This match applies to a maximum of 3% of a contributing participant's compensation. 6 9 Savings Plan for Employees of Baroid Corporation Notes to Financial Statements (continued) 2. PLAN DESCRIPTION (CONTINUED) Baroid employees may receive an annual retirement contribution of up to 5% of their annual eligible compensation. The retirement contribution, made wholly or partially contingent upon the attainment of certain profit objectives, will be allocated to all employees eligible to participate in the Plan. In addition, these employees may also receive a Medisave contribution from Baroid, which is contingent upon Baroid's profit objectives. Vesting in employer contributions is 100% upon death, retirement, or disability. A participant with less than three years of vested service has no vested interest in employer contributions, is 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 may occur if a participant terminates employment prior to the full-vesting period or if a participant or beneficiary, to whom a distribution is payable, cannot be located within one year of the date on which such distribution became payable. Amounts forfeited are used to reduce employer contributions. Substantially, all administrative expenses are paid from Plan assets. Employees may elect to have their own contributions invested in one or more funds, whose investment objectives are as follows:
NUMBER OF PARTICIPANTS AT DECEMBER 31 1993 1992 ------ ------ Baroid Stock Fund -- invested primarily in Baroid common stock 2,159 2,126 Merrill Lynch Retirement Preservation Trust -- invested primarily in GICs issued by insurance companies and bank investment contracts 1,201 1,231
7 10 Savings Plan for Employees of Baroid Corporation Notes to Financial Statements (continued) 2. PLAN DESCRIPTION (CONTINUED)
NUMBER OF PARTICIPANTS AT DECEMBER 31 1993 1992 ------ ------ 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 157 100 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 302 260 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 526 473 Merrill Lynch Basic Value Fund Inc. Class A Shares -- managed with the objective of seeking growth and, secondarily, income 326 181
In addition to the funds above, two additional equity investment funds are maintained. The NL Stock Fund (262 participants) invests in NL common stock and the Tremont Stock Fund (1,299 participants) invests in Tremont common stock. Contributions or transfers into the NL Stock Fund and Tremont Stock Fund are no longer allowed. Prior to the investment in securities of a type consistent with the objectives of any fund, cash may be temporarily invested in the Merrill Lynch CMA Money Fund, which invests 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. 8 11 Savings Plan for Employees of Baroid Corporation Notes to Financial Statements (continued) 2. PLAN DESCRIPTION (CONTINUED) Participants can 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 is permitted out of the NL or Tremont Stock Fund which must be a transfer of the total value of the participant's account in that fund. Participants may change the investment direction of current contributions as of any business day. Distributions to employees may occur during active service or upon termination and, under prescribed circumstances, may be in various forms (lump sum, installments, annuity, or combinations thereof, and/or employer securities). Participants may borrow from their vested account balances. The two types of loans available are a general purpose loan and a principal residence loan. General purpose loans may be repaid to the Plan over a period of time not to exceed five years and principal residence loans may be repaid over a period not to exceed 20 years. The maximum loan amount available to each participant is 50% of their vested account balance not to exceed $50,000. In the event a participant fails to make a principal or interest payment, the loan will be in default and the outstanding loan balance will be 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 is a composite prime rate plus 1%. See the Plan Agreement for additional information concerning the Plan description. 9 12 Savings Plan for Employees of Baroid Corporation Notes to Financial Statements (continued) 3. INVESTMENTS The historical cost and market value of investments in each of the funds at December 31, 1993 and 1992 were as follows:
HISTORICAL COST ----------------------------------------------------------------- BAROID TREMONT NL COMMON COMMON COMMON OTHER MARKET FUND DESCRIPTION STOCK STOCK STOCK SECURITIES TOTAL VALUE -------- -------- -------- ----------- ------- ------ At December 31, 1993: Merrill Lynch Retirement Preservation Trust 32,360,936 32,360,936 32,360,936 Merrill Lynch Basic Value Fund, Inc. Class A 3,173,682 3,173,682 3,392,858 Shares Merrill Lynch Federal Securities Trust 2,262,787 2,262,787 2,335,877 Merrill Lynch Capital Fund Inc. Class A Shares 6,314,080 6,314,080 6,767,672 Merrill Lynch Global Holdings, Inc. -- Class A 1,193,302 1,193,302 1,261,501 Shares NL Stock Fund: NL Industries, Inc. Common Stock 707,001 707,001 242,894 Baroid Stock Fund: Baroid Corporation Common Stock 11,862,808 11,862,808 15,986,699 Tremont Stock Fund: Tremont Corporation Common Stock 884,834 884,834 495,046 Merrill Lynch CMA Money Fund 247,528 247,528 247,528 ------- ---------- ------- ---------- ---------- ---------- 707,001 11,862,808 884,834 45,552,315 59,006,958 63,091,011 ======= ========== ======= ========== ========== ==========
10 13 Savings Plan for Employees of Baroid Corporation Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED)
HISTORICAL COST ------------------------------------------------------------------ BAROID TREMONT NL COMMON COMMON COMMON OTHER MARKET FUND DESCRIPTION STOCK STOCK STOCK SECURITIES TOTAL VALUE ----- ----- ----- ---------- ----- ----- At December 31, 1992: Merrill Lynch Retirement Preservation Trust $ -- $ -- $ -- $32,304,506 $32,304,506 $32,304,506 Merrill Lynch Basic Value Fund, Inc. Class A Shares -- -- -- 1,078,445 1,078,445 1,106,140 Merrill Lynch Federal Securities Trust Merrill Lynch Capital Fund Inc. -- -- -- 2,125,356 2,125,356 2,170,405 Class A Shares -- -- -- 4,997,041 4,997,041 5,184,051 Merrill Lynch Global Holdings, Inc. -- Class A Shares -- -- -- 450,991 450,991 445,392 NL Stock Fund: NL Industries, Inc. Common Stock 943,666 -- -- -- 943,666 281,700 Baroid Stock Fund: Baroid Corporation Common Stock -- 11,169,652 -- -- 11,169,652 10,960,871 Tremont Stock Fund: Tremont Corporation Common Stock -- -- 1,044,715 -- 1,044,715 720,350 Merrill Lynch CMA Money Fund -- -- -- 38,445 38,445 38,445 ----------- ----------- ----------- ----------- ----------- ----------- 943,666 $11,169,652 $ 1,044,715 $40,994,784 $54,152,817 $53,211,860 =========== =========== =========== =========== =========== ===========
11 14 Savings Plan for Employees of Baroid Corporation Notes to Financial Statements (continued) 4. RELATED PARTY TRANSACTIONS The stock funds, Baroid Stock Fund, NL Stock Fund and Tremont Stock Fund invest primarily in the securities of Baroid, NL Industries and Tremont. The purchases and sales/distributions of these securities for the year ended December 31, 1993 and 1992 was as follows:
SALES/ GAIN PURCHASES DISTRIBUTIONS (LOSS) ------------ ------------- ------------ 1993: Baroid common stock $ 4,828,627 $ 5,104,635 $ 789,590 NL common stock -- 31,003 (57,130) Tremont common stock 1,280 96,512 (69,056) 1992: Baroid common stock 6,128,324 4,784,362 (180,295) NL common stock 36,073 74,110 80,115 Tremont common stock 87,939 39,388 (105,757)
5. TAX STATUS The Plan is designed to constitute a qualified plan 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 Plan has received a favorable determination letter dated December 3, 1993 from the Internal Revunue Service indicating it is a "Qualified Plan" under the requirements of Section 401(a) of the Internal Revenue Code and the Trust is qualified for favorable tax treatment. 6. TRANSFERS FROM OTHER PLANS The transfers of assets from the Titanium Metals Corporation (TMC) Thrift Plans for employees of Bentonite Corporation were accrued as a receivable at December 31, 1993. Bentonite Corporation was acquired by Baroid in 1993. 12 15 Savings Plan for Employees of Baroid Corporation Notes to Financial Statements (continued) 7. 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:
DECEMBER 31, 1993 ------------ Net Assets Available for Benefits Per the Financial Statements 73,688,931 Amounts Allocated to Withdrawing Participants 818,085 ---------- Net Assets Available for Benefits Per the Form 5500 72,870,846 ==========
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
YEAR ENDED DECEMBER 31, 1993 ---------- Benefits Paid to Participants Per the Financial Statements 6,929,184 Add: Amounts Allocated to Withdrawing Participants at December 31, 1993 818,085 --------- Benefits Paid to Participants Per the Form 5500 7,747,269 =========
Amounts allocated to withdrawing participants are recorded on Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 1993, but not yet paid as of this date. 8. SUBSEQUENT EVENT 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 subsequent transactions are in Dresser common stock. 13 16 SUPPLEMENTAL SCHEDULES 17 Savings Plan for Employees of Baroid Corporation Item 27a -- Schedule of Assets Held for Investment Purposes December 31, 1993
NUMBER OF SHARES OR MATURITY PRINCIPAL DATE AMOUNT COST FAIR VALUE --------- ---------- ----------- ------------ Merrill Lynch Retirement Preservation Trust 32,360,936 $32,360,936 $ 32,360,936 Merrill Lynch Basic Value Fund, Inc. Class A Shares 145,180 3,173,682 3,392,858 Merrill Lynch Federal Securities Trust 234,056 2,262,787 2,335,877 Merrill Lynch Capital Fund Inc. Class A Shares 241,962 6,314,080 6,767,672 Merrill Lynch Global Holdings, Inc. Class A Shares 96,005 1,193,302 1,261,501 NL Stock Fund: NL Industries, Inc. Common Stock 53,977 707,001 242,894 Baroid Stock Fund: Baroid Corporation Common Stock 1,937,782 11,862,808 15,986,699 Tremont Stock Fund: Tremont Corporation Common Stock 72,007 884,834 495,046 Merrill Lynch CMA Money Fund 247,528 247,528 247,528 Loans receivable from participants From 1/1/94 4,094,078 4,094,078 4,094,078 to 6/30/13
14 18 Savings Plan for Employees of Baroid Corporation Item 27d -- Schedule of Reportable Transactions Year ended December 31, 1993
FAIR VALUE OF PURCHASE PRICE/ SELLING NUMBER OF ASSET ON DESCRIPTION OF ASSET CARRYING VALUE PRICE TRANSACTIONS TRANSACTION DATE NET GAIN (LOSS) -------------- ----- ------------ ---------------- --------------- CATEGORY (III) -- SERIES OF TRANSACTIONS IN THE SAME ISSUE, WHEN AGGREGATED, EXCEED 5% OF PLAN ASSETS: Purchase of assets: 667,901 Shares of Baroid Corp. Common Stock $ 4,828,627 $ -- 253 $ 4,828,627 $ -- Merrill Lynch Retirement Preservation Trust $ 7,352,599 $ -- 382 $ 7,352,599 $ -- 95,819 Shares of Merrill Lynch Capital Fund $ 2,649,039 $ -- 229 $ 2,649,039 $ -- 110,410 Shares of Merrill Lynch Basic Value Fund $ 2,507,404 $ -- 234 $ 2,507,404 $ -- Sale of assets: 698,719 Shares of Baroid Corp. Common Stock $ 4,315,045 $ 5,104,635 303 $ 5,104,635 $ 789,590 Merrill Lynch Retirement Preservation Trust $ 7,230,044 $ 7,230,044 299 $ 7,230,044 $ -- 48,093 Shares of Merrill Lynch Capital Fund $ 1,245,729 $ 1,343,849 141 $ 1,343,849 $ 98,120 17,237 Shares of Merrill Lynch Basic Value Fund $ 365,735 $ 399,978 83 $ 399,978 $ 34,243
Note: There were no category (i), (ii) or (iv) transactions. 15 19 SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION (Name of Plan) Date: June 28, 1994 /s/ Paul M. Bryant -------------------------------------- Paul M. Bryant Vice President - Human Resources Baroid Corporation 20 EXHIBIT INDEX 23.1 Consent of Ernst & Young EX-23.1 2 CONSENT OF ERNST & YOUNG 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Dresser Industries' Registration Statement (Form S-8 No. 33-52067) pertaining to the Savings Plan for Employees of Baroid Corporation of our report dated June 27, 1994, with respect to the financial statements and schedules of the Baroid Corporation Savings Plan for Employees included in this Annual Report (Form 11-K) for the year ended December 31, 1993. ERNST & YOUNG Houston, Texas June 29, 1994 -----END PRIVACY-ENHANCED MESSAGE-----