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BAROID CORPORATION AND DRESSER INDUSTRIES ISSUE STATEMENT

 HOUSTON, Dec. 29 /PRNewswire/ -- Baroid Corporation (NYSE: BRC) and Dresser Industries, Inc. (NYSE: DI) announced today that an action has been commenced in the Delaware Court of Chancery challenging the previously-announced merger of the two companies. The companies said that the action purports to be a class action on behalf of all Baroid stockholders against Baroid, Dresser and various Baroid directors.
 The companies stated that the complaint alleges, among other things, that the consideration to be paid in the proposed merger is not fair to Baroid stockholders. The complaint seeks, among other things, an injunction against the merger and damages in the event the merger is consummated.
 Baroid and Dresser stated that the action is, in their view, without merit and that they will defend the claims vigorously.
 Baroid and Dresser said that stockholders will vote on the merger at special meetings scheduled for Jan. 19, 1994.
 Baroid Corporation is a worldwide supplier of petroleum services and equipment.
 Dresser Industries, Inc. is a major global supplier of highly engineered products and services utilized in the hydrocarbon exploration, production, transmission and processing activities.
 -0- 12/29/93
 /CONTACT: Robert P. Wallace of Baroid Corporation, 713-987-5188/
 (BRC DI)


CO: Baroid Corporation; Dresser Industries ST: Texas IN: OIL SU:

TM -- NY049 -- 7888 12/29/93 17:21 EST
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Publication:PR Newswire
Date:Dec 29, 1993
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