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BAROID AND DRESSER AGREE TO MERGE

 HOUSTON, Sept. 7 /PRNewswire/ -- Baroid Corporation (NYSE: BRC) and Dresser Industries, Inc. (NYSE: DI) today announced that a definitive agreement has been signed to merge the two companies. The agreement provides that Dresser would acquire all of the outstanding stock of Baroid in tax-free stock for stock transaction valued at approximately $900 million. The terms of the agreement provide that each share of Baroid common stock would be exchanged for 0.40 shares of Dresser common stock. The exchange ratio is subject to adjustment if the Dresser common stock trades below $20 per share or above $28 per share during a specified period prior to the approval of the merger by the Baroid shareholders. In the event that the average daily price of Dresser stock is below $18 per share or above $30 per share, each party has the right to terminate the transaction. The transaction is expected to close by mid-January 1994.
 J. Landis Martin, chairman and chief executive officer of Baroid said, "The merger of Baroid and Dresser creates one of the broadest ranges of oilfield products and services in the industry. Our combined ability to satisfy our customers' needs for integrated solutions to their drilling and production requirements is outstanding."
 John J. Murphy, chairman and chief executive officer of Dresser said, "This merger offers important synergies to the operations of both Dresser and Baroid. Their products and service offerings are highly complementary, and we are impressed with the spirit and know-how of the Baroid people."
 Baroid is a leading supplier of products and services for the exploration and production sectors of the oil and gas industry. Dresser is a major global supplier of highly engineered products and services utilized in hydrocarbon exploration, production, transmission and processing activity.
 The transaction is subject to, among other things, completion of due diligence and stockholder approval of both Baroid and Dresser. The board of directors of both Baroid and Dresser have approved the merger. As part of the transaction, Dresser will appoint two of Baroid's directors, J. Landis Martin and Jay A. Precourt, to Dresser's board of directors.
 -0- 9/7/93
 /CONTACT: Robert P. Wallace of Baroid Corporation, 713-987-5186/
 (BRC DI)


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

SM -- NY009 -- 9145 09/07/93 07:30 EDT
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Publication:PR Newswire
Date:Sep 7, 1993
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