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DRESSER AND BAROID ANNOUNCE AN ACTION AGAINST MERGER

 DALLAS, Dec. 29 /PRNewswire/ -- Dresser Industries, Inc. (NYSE: DI) and Baroid Corporation (NYSE: BRC) 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.
 Dresser and Baroid stated that the action is, in their view, without merit and that they will defend the claims vigorously.
 Dresser and Baroid have scheduled special meetings for stockholders to vote on the merger for Jan. 19, 1994.
 Headquartered in Dallas, Dresser is a leading supplier of highly engineered products and services utilized in hydrocarbon energy-related activities throughout the world.
 Baroid Corporation is a worldwide supplier of petroleum services and equipment.
 -0- 12/29/93 R
 /CONTACT: Donald R. Galletly of Dresser Industries, Inc., 214-740-6757/
 (DI BRC)


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

TM -- NY051 -- 7967 12/30/93 08:26 EST
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Publication:PR Newswire
Date:Dec 30, 1993
Words:216
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