-----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, Nbik19bxf2XxoroT8etk4vWnPGy8sxbeCN4P7sk+aSF/nT6DSYEJnXfG5pXDPFCd 1lOF6oKs3JwrM+VtthXTRQ== 0001047469-97-003604.txt : 19971114 0001047469-97-003604.hdr.sgml : 19971114 ACCESSION NUMBER: 0001047469-97-003604 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971112 EFFECTIVENESS DATE: 19971112 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 POS SEC ACT: SEC FILE NUMBER: 002-81536 FILM NUMBER: 97712452 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 POS 1 S-8 POS - ------------------------------------------------------------------------------- Registration No. 2-81536 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- POST EFFECTIVE AMENDMENT NO. 2 TO 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 PURCHASE PLAN (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) ----------- EXPLANATORY STATEMENT A total of 2,000,000 shares of common stock of Dresser Industries, Inc. (the "Company") were registered by Registration Statement on Form S-8, file No. 2-81536, to be issued in connection with the Dresser Industries, Inc. Stock Purchase Plan (the "SPP"). On September 18, 1997, the Board of Directors of the Company approved the merger of the SPP into the Dresser Industries, Inc. Retirement Savings Plan-A, the Dresser Industries, Inc. Retirement Savings Plan-B and the Dresser Industries, Inc. Deferred Savings Plan. Additionally, the Board of Directors approved offering an investment option for investing in the Company's stock to the participants of (a) The Dresser Industries, Inc. Retirement Savings Plan - A, (b) Dresser Industries, Inc. Retirement Savings Plan - B, (c) The Dresser Industries, Inc., Union Plan, (d) The Savings Plan for Bargaining Unit Employees of Texsteam Operations of Dresser Industries, Inc. and (e) The Dresser Industries, Inc. Deferred Savings Plan (collectively, the "QUALIFIED PLANS"). The SPP is intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986 while the QUALIFIED PLANS are intended to qualify as employee savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended from time to time. Approximately one million five hundred thousand (1,500,000) shares of common stock of the Company which were registered in connection with the SPP have not been issued under the SPP 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), 550,000 shares of common stock of the Company 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 QUALIFIED PLANS. PART II Item 3. Incorporation of Documents by Reference. This Registration Statement on Form S-8 and Post Effective Amendment No. 1, File No. 2-81536, is incorporated by reference herein. 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 8. Exhibits** *5 Form of opinion of Rebecca R. Morris as to the legality of the securities being registered. *23 Consent of Rebecca R. Morris is contained in her opinion attached as Exhibit 5. *23.2 Consent of Price Waterhouse LLP. *24 Power of Attorney. - -------------- * Filed Herewith **In lieu of an opinion of counsel concerning compliance with the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and an Internal Revenue Service ("IRS") determination letter that the Plans are qualified under Section 401 of the Internal Revenue Code of 1986, as amended, the Registrant hereby undertakes to submit the Qualified Plans and any amendments thereto to the IRS in a timely manner and will make all changes required by the IRS in order to maintain the qualified status of the Qualified Plans. 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 10th 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 10, 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 Sr. 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, (Lionel H. Olmer, Director) Director) *SYLVIA A. EARLE, PH.D. *JAY A. PRECOURT - ---------------------------------- ---------------------------------- (Sylvia A. Earle, Ph.D., (Jay A. Precourt, Director) 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** Exhibit ------- *5 Form of opinion of Rebecca R. Morris as to the legality of the securities being registered. *23 Consent of Rebecca R. Morris is contained in her opinion attached as Exhibit 5. *23.2 Consent of Price Waterhouse LLP. *24 Power of Attorney. - -------------- * Filed Herewith **In lieu of an opinion of counsel concerning compliance with the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and an Internal Revenue Service ("IRS") determination letter that the Plans are qualified under Section 401 of the Internal Revenue Code of 1986, as amended, the Registrant hereby undertakes to submit the Qualified Plans and any amendments thereto to the IRS in a timely manner and will make all changes required by the IRS in order to maintain the qualified status of the Qualified Plans. EX-5 2 EXHIBIT 5 -Company Letterhead- November 10, 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 original registration of 2,000,000 shares of common stock of the Company registered in connection with the Dresser Industries, Inc. Stock Purchase Plan File No. 2-81536, 550,000 shares of which are to be carried forward and deemed covered by the Registration Statement on Form S-8 to be filed on or about the date hereof and subsequently issued pursuant to The Dresser Industries, Inc. Retirement Savings Plan - A, Dresser Industries, Inc. Retirement Savings Plan - B, The Dresser Industries, Inc. Union Plan, The Savings Plan for Bargaining Unit Employees of Texsteam Operations of Dresser Industries, Inc. and The Dresser Industries, Inc. Deferred Savings Plan (collectively, the "Qualified Plans"). As a 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 Qualified Plans and the common stock expected to be issued thereunder. Based upon the foregoing, it is my opinion that the 550,000 shares of common stock of the Company, when issued and delivered in accordance with the terms of the Qualified 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-23.2 3 EXHIBIT 23.2 EXHIBIT 23.2 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 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 10, 1997 EX-24 4 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, Chairman of (Ray L. Hunt, Director) 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-----