-----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, OiZojJA84gIUb4JdBsEYds1aI7c2pOz2ynO4VwHBW62o5/+tI6f5GN3MVCr40gIy PeOTJ/DTqfYQykdLAnZAUw== 0001047469-97-005821.txt : 19971124 0001047469-97-005821.hdr.sgml : 19971124 ACCESSION NUMBER: 0001047469-97-005821 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19971121 EFFECTIVENESS DATE: 19971121 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DRESSER INDUSTRIES INC /DE/ CENTRAL INDEX KEY: 0000030099 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 750813641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40829 FILM NUMBER: 97726659 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 S-8 1 S-8 - ------------------------------------------------------------------------------- Registration No. _______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- DRESSER INDUSTRIES, INC. (Exact name of Registrant as specified in its Charter) Delaware 75-0813641 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) ----------- 2001 Ross Avenue Dallas, Texas 75201 (Address principal executive offices including zip code) ----------- DRESSER INDUSTRIES, INC. STOCK BASED COMPENSATION ARRANGEMENT OF NON-EMPLOYEE DIRECTORS DRESSER INDUSTRIES, INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (Full title of the plan) ----------- Rebecca R. Morris Vice President-Corporate Counsel and Secretary Dresser Industries, Inc. 2001 Ross Avenue Dallas, Texas 75201 (Name and address of agent for service) (214) 740-6000 (Telephone number, including area code, of agent for service) ----------- - ----------------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Amount to be offering price aggregate offering Amount of Title of securities to be registered registered (3) per share (4) price (4) registration fee (3) - ----------------------------------------------------------------------------------------------------------------------- Common Stock ($.25 par value) (1) 50,000 $38.75 $1,937,500.00 $587.12 - ----------------------------------------------------------------------------------------------------------------------- Common Stock ($.25 par value) (2) 1 $38.75 $38.75 $0.01 - -----------------------------------------------------------------------------------------------------------------------
(1) This registration statement covers shares of common stock of Dresser Industries, Inc. which may be offered or sold pursuant to Dresser Industries, Inc. Stock Based Compensation Arrangement for Non-Employee Directors. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. Pursuant to Rule 457(h)(2), no separate registration fee is required with respect to the interests in the plans. This registration statement also relates to an indeterminate number of shares of common stock that may be issued upon stock splits, stock dividends or similar transactions in accordance with Rule 416. (2) This registration statement covers shares of common stock of Dresser Industries, Inc. which may be offered or sold pursuant to Dresser Industries, Inc. Deferred Compensation Plan for Non-Employee Directors. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. Pursuant to Rule 457(h)(2), no separate registration fee is required with respect to the interests in the plans. This registration statement also relates to an indeterminate number of shares of common stock that may be issued upon stock splits, stock dividends or similar transactions in accordance with Rule 416. (3) This registration statement is also deemed, pursuant to Instruction E to Form S-8, to relate to 135,300 shares previously registered on Form S-8 (No. 33-30821) in connection with the 1989 Director Retirement Plan, with respect to which a registration fee of $636.76 has been paid. Of those 135,300 shares, 109,800 of those shares are deemed carried forward to the Stock Based Compensation Arrangement of Non-Employee Directors and 25,500 of those shares are deemed carried forward to the Deferred Compensation Plan for Non-Employee Directors. (4) Computed on the basis of the average of the high and low prices for common stock on November 19, 1997, which is used as the estimated offering price solely for the purpose of determining the registration fee in accordance with Rule 457(c) under the Securities Act of 1933. EXPLANATORY STATEMENT A total of 200,000 shares of common stock of Dresser Industries, Inc. (the "Company") were registered by Registration Statement on Form S-8, file No. 33-30821, to be issued in connection with the Dresser Industries, Inc. 1989 Director Retirement Plan (the "DRP"). On September 18, 1997, the Board of Directors of the Company approved the termination of the DRP, payment of part of the Directors' retainers in stock and grants of stock options to the Directors (the "Compensation Arrangement"). The Directors also approved amendments to the Dresser Industries, Inc. Deferred Compensation Plan for Non-Employee Directors (the "Deferred Compensation Plan") to provide for payment in Company common stock of common stock equivalents credited to accounts of participants in accordance with the terms of the Deferred Compensation Plan (the "Obligations"). Approximately one hundred thirty-five thousand three hundred (135,300) shares of common stock of the Company which were registered in connection with the DRP have not been issued under the DRP and, pursuant to Instruction E to Form S-8 and the telephonic interpretation of the Securities and Exchange Commission set forth at answers no. 89 and 90 in Section G- Securities Act Forms of the Division of Corporation Finance's Manual of Publicly Available Telephone Interpretations (July 1997), 135,300 are carried forward to, and deemed covered by, the Registration Statement of Form S-8 filed on or about the date hereof in connection with the Compensation Arrangement and the Deferred Compensation Plan. PART II Item 3. Incorporation of Documents by Reference. The following documents, which have been filed by the Company (File No. 1-4003) with the Commission, are incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for its fiscal year ended October 31, 1996; 2. The Company's Quarterly Reports on Form 10-Q for the periods ended January 31, 1997, April 30, 1997 and July 31, 1997; 3. The description of the Common Stock contained in Exhibit 1 to the Registration Statement on Form 8-A filed by the Company with the Commission August 30, 1990, as amended by Amendment No. 1 on Form 8 filed with the Commission on October 3, 1990; and 4. The description of the Dresser Stock Purchase Rights contained in Exhibit 1 to the Registration Statement on Form 8-A filed by the Company with the Commission August 30, 1990, as amended by Amendment No. 1 on Form 8 filed with the Commission on October 3, 1990. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. Item 4. Description of Securities The Dresser Industries, Inc. Deferred Compensation Plan for Non-Employee Directors (the "Plan") is a nonqualified deferred compensation plan for non-employee Directors of Dresser Industries, Inc. (the "Company"). The Plan provides participants with the opportunity to defer all or part of their retainer and fees in accordance with the terms of the Plan. Amounts deferred pursuant to the Plan will be credited by book entry to the participant's deferred compensation account as stock equivalents. All such amounts shall be held in the general funds of the Company and each participant will have the status of a general unsecured creditor of the Company with respect to his or her deferred compensation account. The value of a participant's deferred compensation account will be determined as if the deferred compensation had been invested in shares of the Company's common stock. The obligations of the Company under the Plan (the "Obligations") will be unsecured general obligations of the Company to pay in the future shares of the Company's common stock (or in the case of certain amounts) deferred prior to November 1, 1997, an equivalent amount of cash) in accordance with the terms of the Plan. The Obligations will rank equally with the other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. Benefits will be distributed when a participant ceases to hold office as a Director, reaches an age at which he or she may earn unlimited amounts without penalty under the Social Security Act or a specified number of years as elected by the participant. A participant's interest in his or her deferred compensation account cannot be assigned, transferred, garnished, pledged or encumbered. The Company reserves the right to amend, modify or terminate the Plan at any time and from time to time, except that no such amendment, modification or termination may reduce the amount credited to an account or change the time, method or manner of distribution. The Obligations convert into securities of the Company upon distribution. Item 5. Interests of Named Experts and Counsel The validity of the Securities offered hereby will be passed upon by Rebecca R. Morris, Vice President - Corporate Counsel and Secretary of the Company (who owns 10,740 shares of common stock and holds options to purchase an additional 21,650 shares of common stock coupled with 4,278 restrictive incentive stock awards). Item 6. Indemnification of Directors and Officers Pursuant to Section 145 of the Delaware General Corporation Law (the "DGCL"), a corporation may indemnify any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. In an action by or in the right of the Company, a corporation may indemnify any such person against expenses actually and reasonably incurred by him in connection with the defense or settlement of such action if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim or issue as to which such person is adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses, which the court shall deem proper. Indemnification, unless ordered by the court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of such person is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any such matter, Section 145 requires that the corporation indemnify him against expenses actually and reasonably incurred by him in his defense. Further, expenses may be paid by the corporation in advance of final disposition of the matter upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified. Such indemnification and advancement of expenses is not deemed exclusive of any other right to which a director or officer might be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise. Section 145 also empowers a corporation to purchase and maintain insurance on behalf of any person who might be indemnified thereunder whether or not the corporation would have the power to indemnify him against such liability under such Section. The Company's Restated Certificate of Incorporation, as amended, provides for indemnification of certain persons including directors and officers to the fullest extent permitted under Section 145 of the DGCL. Insurance is maintained by the Company covering certain expenses, liability or losses which may be incurred by reason of his being a director or officer of the Company or a subsidiary corporation, partnership, joint venture, trust or other enterprise. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits 4.1 Restated Certificate of Incorporation of Registrant and amendments thereto. (Incorporated by reference to Exhibit 3(i) to Registrant's Form 10-Q/A for the Quarter ended April 30, 1996). 4.2 By-Laws, as amended of Registrant. (Incorporated by reference to Exhibit 3.2 to Registrant's Form 10-K for the year ended 1996). 4.3 Rights Agreement dated August 16, 1990, between Registrant and Bank of New York as successor to Harris Trust Company of New York as Rights Agent. (Incorporated by reference to Exhibit 1 to Registration Statement on Form 8-A filed on August 30, 1990 as amended by Amendment No. 1 on Form 8 filed on October 3, 1990). *4.4 Stock Based Compensation Arrangement of Non-Employee Directors. *4.5 Dresser Industries, Inc. Deferred Compensation Plan for Non-Employee Directors as restated and amended effective November 1, 1997. *5 Form of opinion of Rebecca R. Morris as to the legality of the securities being registered. *23 Consent of Price Waterhouse LLP. *24 Power of Attorney. - -------------- * Filed Herewith Item 9. Undertakings (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed by the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 21st day of November, 1997. DRESSER INDUSTRIES, INC. By: /s/ KENNETH J. KOTARA ------------------------------- Kenneth J. Kotara, Controller Pursuant to the requirements of the Securities Exchange Act of 1933, this registration statement has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on November 21, 1997. SIGNATURE TITLE --------- ----- *WILLIAM E. BRADFORD Chairman of the Board, Chief - ------------------------------------- Executive Officer and Director (William E. Bradford, Director) (Principal Executive Officer) /s/ GEORGE H. JUETTEN Senior Vice President and Chief - ------------------------------------- Financial Officer (George H. Juetten) (Principal Financial Officer) /s/ KENNETH J. KOTARA Controller - ------------------------------------- (Principal Accounting Officer) (Kenneth J. Kotara) *SAMUEL B. CASEY, JR *J. LANDIS MARTIN - ------------------------------------- ------------------------------------- (Samuel B. Casey, Jr., Director) (J. Landis Martin, Director) *LAWRENCE S. EAGLEBURGER *LIONEL H. OLMER - ------------------------------------- ------------------------------------- (Lawrence S. Eagleburger, Director) (Lionel H. Olmer, Director) *SYLVIA A. EARLE, PH.D. *JAY A. PRECOURT - ------------------------------------- ------------------------------------- (Sylvia A. Earle, Ph.D., Director) (Jay A. Precourt, Director) *RAWLES FULGHAM *DONALD C. VAUGHN - ------------------------------------- ------------------------------------- (Rawles Fulgham, Director) (Donald C. Vaughn, Director) *JOHN A. GAVIN *RICHARD W. VIESER - ------------------------------------- ------------------------------------- (John A. Gavin, Director) (Richard W. Vieser, Director) *RAY L. HUNT - ------------------------------------- (Ray L. Hunt, Director) *By: /s/ Alice (Ande) Hinds -------------------------------- Alice (Ande) Hinds (Attorney-In-Fact) INDEX TO EXHIBITS 4.1 Restated Certificate of Incorporation of Registrant and amendments thereto. (Incorporated by reference to Exhibit 3(i) to Registrant's Form 10-Q/A for the Quarter ended April 30, 1996). 4.2 By-Laws, as amended of Registrant. (Incorporated by reference to Exhibit 3.2 to Registrant's Form 10-K for the year ended 1996). 4.3 Rights Agreement dated August 16, 1990, between Registrant and Bank of New York as sucessor to Harris Trust Company of New York as Rights Agent. (Incorporated by reference to Exhibit 1 to Registration Statement on Form 8-A filed on August 30, 1990 as amended by Amendment No. 1 on Form 8 filed on October 3, 1990). *4.4 Stock Based Compensation Arrangement of Non-Employee Directors. *4.5 Dresser Industries, Inc. Deferred Compensation Plan for Non-Employee Directors as restated and amended effective November 1, 1997. *5 Form of opinion of Rebecca R. Morris as to the legality of the securities being registered. *23 Consent of Price Waterhouse LLP. *24 Power of Attorney. - ----------------- * Filed Herewith EX-4.4 2 EXHIBIT 4.4 STOCK-BASED COMPENSATION ARRANGEMENT OF NON-EMPLOYEE DIRECTORS Effective 11/1/97 Annual retainer - 1,000 shares of 25 CENTS par value common stock of the Company beginning on the date of the 1998 Annual Meeting of Shareholders with a transition payment of 500 shares in November 1997 Stock options - Annual grant of options to purchase 1,000 shares of the Company's common stock on similar terms and conditions to stock options granted to officers of the Company beginning on the date of the 1998 Annual Meeting of Shareholders with a transition grant of 500 shares in November 1997 In each case, the number of shares will adjusted on the same basis as the number of employee stock options in the event of a stock split or other change in capital structure. Deferred Compensation Plan for Non-Employee Directors All or any part of compensation may be deferred. Deferrals will be credited solely in stock equivalents, and payment of benefits will be made solely in shares of the Company's 25 CENTS par value common stock. EX-4.5 3 EXHIBIT 4.5 - ------------------------------------------------------------------------------- Page 1 - ------------------------------------------------------------------------------- DRESSER INDUSTRIES, INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 1, 1997 The terms of this restatement are in effect for compensation described in Section 1, paid after November 1, 1997. Compensation paid prior to November 1, 1997 shall be governed by the terms of the prior Plan as amended effective January 21, 1993. 1. ELIGIBILITY AND PURPOSE Each member of the Board of Directors (the "Board") of Dresser Industries, Inc. (the "Company") who is not an employee of the Company or its subsidiaries shall be eligible to participate in the Dresser Industries, Inc. Deferred Compensation Plan for Non-employee Directors (the "Plan"). Any such member who elects to participate in the Plan (the "Director") shall thereby defer the receipt of all or any portion of the annual cash or stock retainer, meeting and committee fees payable by the Company to such member for serving as a member of the Board or one or more of its committees. 2. DEFERRAL OF COMPENSATION The Director may defer all or any portion of the compensation described in Section 1 hereof by executing such form as the Secretary of the Company may prescribe and delivering such form to the Secretary prior to the first day of the Company's fiscal year for which the election is to be effective. An election made in this manner will only be applicable to compensation earned after the effective date of the election. The amount of compensation deferred shall not be paid or distributed to the Director except in accordance with the provisions of Section 5 hereof. 3. DEFERRED COMPENSATION ACCOUNT The Company shall establish a Deferred Compensation Account (the "Account") for the Director. As of the date payments described in Section 1 hereof otherwise would be made to the Director, the Company shall credit to the Account, in stock equivalents, as hereinafter provided, that amount of the compensation described in Section 1 hereof which the Director has elected to defer. 4. STOCK CREDITS a. As of the date payments described in section 1 hereof otherwise would be made to the Director, the amount due the Director shall be credited to the Account as a stock allotment. The Account shall be credited with a stock equivalent which shall be equal to (a) to the number of shares of the Company's 25 CENTS Par Value Common Stock (the "Common Stock") that could be purchased with the dollar amount of the allotment using the average closing price of such stock on the New York Stock Exchange for the last twenty (20) trading days preceding the date the Account is credited. - ------------------------------------------------------------------------------- Page 2 - ------------------------------------------------------------------------------- (1) The Account shall also be credited as of the payment date for each dividend on the Common Stock with additional stock equivalents computed as follows: The dividend paid, either in cash or property (other than Common Stock), upon a share of Common Stock to a shareholder of record shall be multiplied by the number of stock equivalents in the Account and the product thereof shall be divided by the average closing price of the Common Stock on the New York Stock Exchange for the last twenty (20) trading days preceding the dividend payment date. In the case of dividends payable in property, the amount paid shall be based on the fair market value of the property at the time of distribution of the dividend, as determined by the Company. (2) In the event of any change in the Common Stock, upon which the stock equivalency hereunder is based, by reason of a merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination or exchange of shares, or any other change in the corporate structure, the number of shares credited to the Account shall be appropriately adjusted. 5. DISTRIBUTION a. At the Director's election, the balance in the Account shall be paid out to the Director when: (1) The Director ceases to hold office as a member of the Board; or (2) The Director reaches an age at which the Director may earn unlimited amounts without penalty under the Social Security Act and the regulations promulgated thereunder; or (3) The period of years from the date deferral of compensation commences which the Director specified has elapsed. Except as otherwise provided herein, the balance in the Account shall be paid either in a lump sum or in annual installments, but not to exceed 10 annual installments (the "Payout Period"). The amount of each annual installment shall be determined as of the first day of the year in which payment is to be made by dividing the then balance in the Account by the then remaining number of years in the Payout Period. The lump sum or first monthly installment shall be made - ------------------------------------------------------------------------------- Page 3 - ------------------------------------------------------------------------------- as promptly as is convenient to the Company following the end of the calendar year in which the event referred to in this Section 5.a. elected by the Director occurs, provided that prior to the individual's retirement as a Director, death or disability, payment shall not be made with respect to any credited stock equivalent within six months of the date on which said stock equivalent was credited. b. In the event of the death of the Director prior to distribution of the balance in the Account in a lump sum or, if annual installments have been elected, the end of the Payout Period, the balance in the Account shall be payable in a lump sum to the beneficiary or beneficiaries designated in the Director's will or, if there is no such designation, to the Director's personal representative. c. The provisions of this Plan shall apply to and be binding upon the beneficiaries, distributees and personal representatives, and other successors in interest of the Director. d. Distribution of stock equivalents in the Account shall be made in stock. e. The Company shall deduct from all distributions hereunder any taxes required to be withheld by the federal or any state or local government. 6. MISCELLANEOUS a. The election to defer compensation shall be irrevocable as to amounts earned in the fiscal year following the year in which the election is made, and also for any subsequent fiscal year, unless such subsequent fiscal year commences at least ten (10) days after a change or alteration has been made as hereinafter provided for. Any change or alteration with respect to amounts earned in any subsequent fiscal year may be made by delivering to the Secretary of the Company, not later than ten (10) days preceding the first day of the fiscal year to which such change, alteration or revocation is applicable, a new form reflecting such change, alteration or revocation. b. Neither the Director nor any other person shall have any interest in any fund or in any specific asset of the Company by reason of amounts credited to the Account of a Director hereunder, nor the right to exercise any of the rights or privileges of a shareholder with respect to any stock equivalents credited to the Account, nor the right to receive any distribution under this Plan except as and to the extent expressly provided for in this Plan. c. The interest of the Director under this Plan shall not be assignable, either by voluntary assignment or by operation of law, and any assignment of such interest, whether voluntary or by operation of law, shall be ineffective to - ------------------------------------------------------------------------------- Page 4 - ------------------------------------------------------------------------------- transfer the Director's interest. Amounts payable under the Plan shall be transferable only by will or by the laws of descent and distribution. d. The Company hereby reserves the right to amend, modify, terminate or discontinue the Plan at any time; provided however, no such action shall reduce the amounts then credited to the Account of the Director, nor change the time, method or manner of distribution of such amount. e. Nothing contained herein shall impose any obligation on the Company to continue the tenure of a Director beyond the term for which he may have been elected or retained. f. This Plan shall be interpreted by and all questions arising in connection therewith shall be determined by the Board, whose interpretation or determination, when made in good faith, shall be conclusive and binding. IN WITNESS WHEREOF, the Company has caused this Plan, as amended, to be executed for and in its name and its corporate seal to be hereto affixed and attested by its duly authorized Secretary this ___ day of _____________ , 1997. DRESSER INDUSTRIES, INC. By: ------------------------------- Chairman ATTEST: - ------------------------------ Secretary EX-5 4 EXHIBIT 5 -Company Letterhead- November 21, 1997 Dresser Industries, Inc. 2001 Ross Avenue Dallas, Texas 75201 Ladies and Gentlemen: This opinion of counsel is given in connection with a Registration Statement on Form S-8 (the "Registration Statement") filed by Dresser Industries, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of 185,301 shares of common stock of the Company (which includes 135,300 shares of common stock registered but not issued in connection with the Dresser Industries, Inc. 1989 Director Retirement Plan) to be issued pursuant to the Company's Stock Based Compensation Arrangement of Non-Employee Directors (the "Compensation Arrangement") and the Company's Deferred Compensation Plan for Non-Employee Directors (the "Deferred Compensation Plan"). As Vice President-Corporate Counsel and Secretary of the Company, I am familiar with the affairs of the Company, including the action taken by the Company in connection with the Compensation Arrangement and the Deferred Compensation Plan (together, the "Plans") and the common stock expected to be issued thereunder. Based upon the foregoing, it is my opinion that the 185,301 shares of common stock of the Company, when issued and delivered in accordance with the terms of the Plans and applicable Delaware General Corporation Law, will be duly authorized, validly issued, fully paid and nonassessable. I hereby consent to the use of this opinion as an exhibit to the above referenced Registration Statement. Very truly yours, /s/ REBECCA R. MORRIS -------------------------------------- Rebecca R. Morris Vice President-Corporate Counsel and Secretary EX-23 5 EXHIBIT 23 [PRICE WATERHOUSE LOGO] CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 27, 1996 appearing on page 29 of Dresser Industries, Inc.'s Annual Report on Form 10-K for the year ended October 31, 1996. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP Dallas, Texas November 21, 1997 EX-24 6 EXHIBIT 24 POWER OF ATTORNEY WITH RESPECT TO THE REGISTRATION STATEMENTS COVERING SECURITIES AND DERIVATIVE SECURITIES ISSUED BY DRESSER INDUSTRIES, INC. PURSUANT TO VARIOUS EMPLOYEE AND NON-EMPLOYEE DIRECTOR BENEFIT PLANS Each of the undersigned, a director and/or officer of DRESSER INDUSTRIES, INC. (the "Company"), appoints each Rebecca R. Morris and Alice (Ande) Hinds, his or her true and lawful attorney-in-fact and agent to do any and all acts and things and execute any and all instruments which the attorney-in-fact and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended (the "Act"), and any requirements of the Securities and Exchange Commission (the "Commission") in respect thereof, in connection with a Registration Statement or Registration Statements and any and all amendments thereto relating to the issuance and sale of the above-captioned Securities and derivative Securities as authorized at a meeting of the Board of Directors of the Company held on September 18, 1997, including but not limited to, power and authority to sign his or her name (whether on behalf of the Company, or otherwise) to such Registration Statement or Registration Statements and any amendments thereto, or any of the exhibits, financial statements and schedules, filed therewith, and to file them with the Commission. Each of the undersigned further authorizes the attorneys-in-fact and agents to prepare for distribution one or more Prospectuses in conformity with the provisions of the Act and in connection with the Registration Statement or Registration Statements hereby authorized to file with the Commission. Each of the undersigned ratifies and confirms all that any of the attorneys-in-fact and agents shall do or cause to be done by virtue hereof. Any one of the attorneys-in-fact and agents individually shall have, and may exercise, all the powers conferred by this instrument. Each of the undersigned has signed his or her name as of the 18th day of September, 1997. /s/ WILLIAM E. BRADFORD /s/ RAY L. HUNT - --------------------------------------- --------------------------------------- (William E. Bradford, Director, (Ray L. Hunt, Director) Chairman of the Board and Chief Executive Officer) /s/ SAMUEL B. CASEY, JR. /s/ J. LANDIS MARTIN - --------------------------------------- --------------------------------------- (Samuel B. Casey, Jr., Director) (J. Landis Martin, Director) /s/ LAWRENCE S. EAGLEBURGER /s/ LIONEL H. OLMER - --------------------------------------- --------------------------------------- (Lawrence S. Eagleburger, Director) (Lionel H. Olmer, Director) /s/ SYLVIA A. EARLE, PH.D. /s/ JAY A. PRECOURT - --------------------------------------- --------------------------------------- (Sylvia A. Earle, Ph.D., Director) (Jay A. Precourt, Director) /s/ RAWLES FULGHAM /s/ DONALD C. VAUGHN - --------------------------------------- --------------------------------------- (Rawles Fulgham, Director) (Donald C. Vaughn, Director, President and Chief Operating Officer) /s/ JOHN A. GAVIN /s/ RICHARD W. VIESER - --------------------------------------- --------------------------------------- (John A. Gavin, Director) (Richard W. Vieser, Director) -----END PRIVACY-ENHANCED MESSAGE-----