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BWIP HOLDING INC. ADOPTS STOCK PURCHASE RIGHTS PLAN AND DECLARES DIVIDEND OF NEW PREFERRED STOCK PURCHASE RIGHTS

 LONG BEACH, Calif., July 26 /PRNewswire/ -- The board of directors of BWIP Holding Inc. (NASDAQ-NMS: BWIP), parent company of BW/IP International Inc., has adopted a Preferred Stock Purchase Rights Plan and declared a dividend of one Preferred Stock Purchase Right on each share of the company's Class A Common Stock.
 Peter C. Valli, chairman of the board and chief executive officer, said, "The rights are intended to assist all BWIP stockholders to realize the long-term value of their investment in the company."
 If there is an announcement or notice to the company that a person or group has acquired 15 percent or more of the company's Class A Common Stock (except pursuant to a tender offer for all such shares at a price and on terms determined to be fair and in the best interests of the company and its stockholders by a majority of the directors who are not nominees of, or affiliated or associated with, the 15 percent holder), each holder of a right, other than rights beneficially owned by the 15 percent holder, will thereafter have the right to purchase for $85.00 a number of shares of the company's Class A Common Stock having a market value of $170.00, or twice the right's exercise price. All rights that were beneficially owned by the 15 percent holder will thereafter be void.
 Each right will entitle a stockholder to buy one one-hundredth of a share of junior participating cumulative preferred stock at an exercise price of $85.00. The rights will become exercisable after the earlier to occur of (i) 10 business days following a public announcement or notice to the company that a person or group has acquired 15 percent or more of the company's Class A Common Stock, or (ii) 10 business days, or such later date as the directors determine, after a person commences a tender offer which, if accepted, would result in the persons owning 15 percent or more of the company's Class A Common Stock.
 The preferred stock is designed so that each one one-hundredth of a share approximates one share of the company's Class A Common Stock in all respects, except for a minimum annual preferential dividend of $0.10 and a minimum liquidation payment of $0.10 for each one one-hundredth of a share of preferred stock.
 The company's directors can redeem the rights at $0.01 per right until 10 business days after a public announcement or notice to the company that a person or group has acquired 15 percent or more of the company's Class A Common Stock. The redemption period can be extended by the directors before such an announcement or notice. If the board redeems the rights after such an announcement or notice, the redemption requires concurrence of a majority of the continuing directors who are not nominees of, or affiliated or associated with, the 15 percent stockholder. In addition, after a person or group acquires 15 percent or more (but less than 50 percent) of the company's Class A Common Stock, the board may, with such a concurrence by the continuing directors, exchange one share of Class A Common Stock for each outstanding right, except for rights held by the 15 percent holder, which will become void.
 Under the rights agreement, the company will not effect a merger or certain other kinds of business combination transactions after a public announcement or notice to the company that a person or group has acquired 15 percent or more of the company's Class A Common Stock, unless provision is made so that after the transaction a holder of a right would be able to buy for $85.00 stock of the acquiring company having a market value of $170.00, or twice the exercise price of the right.
 The dividend distribution will be made on Aug. 10, 1993, to stockholders of record on July 26, 1993. The rights, which expire 10 years later, will have no voting power, and their distribution will not be taxable to stockholders.
 BW/IP International Inc. is a worldwide supplier of advanced- technology pump, seal and fluid control equipment and services. The company's Pump and Seal segment produces highly engineered pumps and pumping equipment, precision mechanical seals, seal systems and accessories. The Fluid Controls segment manufactures aerospace control systems for tactical missiles and aircraft.
 -0- 7/26/93
 /CONTACT: Dan Peoples of Peoples & Co., 310-435-3700, ext. 2307, or 619-552-1456, for BWIP Holding/
 (BWIP)


CO: BWIP Holding Inc. ST: California IN: ARO SU: DIV

LM-LS -- SD007 -- 5975 07/26/93 20:46 EDT
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Publication:PR Newswire
Date:Jul 26, 1993
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