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DRESSER ANNOUNCES RECORD DATE FOR SPIN-OFF TO SHAREHOLDERS

 DRESSER ANNOUNCES RECORD DATE FOR SPIN-OFF TO SHAREHOLDERS
 DALLAS, July 28 /PRNewswire/ -- Dresser Industries, Inc. (NYSE: DI) announced today that its board of directors has set Aug. 7, 1992 as the record date for the spin-off to shareholders of the company's mining and construction equipment and general industry businesses.
 Dresser said 100 percent of the common stock of Indresco Inc., a wholly owned subsidiary of Dresser formed to effect the spin-off, will be distributed to shareholders of record as of that date. Shareholders will receive a dividend of one share of Indresco common stock for every five shares of Dresser common stock. No fractional shares will be issued, thus holders of Dresser common stock will receive cash for fractional shares of Indresco stock.
 It is anticipated that Indresco stock certificates reflecting the spin-off will be mailed to Dresser shareholders on Aug. 21, 1992.
 John J. Murphy, Dresser's chairman and chief executive officer, said the company's board of directors believes the distribution "will be in the best interests of both Dresser and Indresco because it will, among other things, separate two types of businesses with distinct operating characteristics so that each can adopt strategies and pursue objectives appropriate to its specific businesses."
 Adjusted for the spin-off, those operations being retained by Dresser had consolidated sales of $4.05 billion and pro forma sales, including its share of major unconsolidated joint ventures, of $4.99 billion in fiscal 1991. Indresco had consolidated sales of $618 million, and including its share of two unconsolidated mining and construction equipment joint ventures, pro forma sales for the year were $1.16 billion.
 Upon completion of the distribution, Indresco will be a totally independent company and operate as a major participant in the markets it serves. Indresco products will include Harbison-Walker refractories; Komatsu and Dresser construction and mining equipment; Marion and Jeffrey mining equipment; Cleco, Quackenbush and Airetool industrial tools and Cceynsac-Worthington air compressors.
 Dresser will operate as a major supplier of highly engineered products and services primarily used in hydrocarbon energy-related activities throughout the world. The spin-off will be the culmination of a strategic program to sharpen Dresser's energy focus that dates back to the early 1980s. Including the eight operations involved in the spin-off, Dresser has divested a total of 26 non-core businesses and also substantially broadened its capabilities as an integrated supplier of highly engineered products and services for the hydrocarbon energy- related industries.
 "We now will be able to concentrate all of our considerable experience, expertise and financial resources on what we do best," noted Murphy. "This not only involves helping our customers find and develop oil and natural gas but providing equipment and services utilized in transforming these primary hydrocarbons into added-value products for businesses and consumers."
 Both Dresser and Indresco are headquartered in Dallas. Dresser's common stock is traded on the New York Stock Exchange and Pacific Stock Exchange. Indresco has been approved for listing on the New York Stock Exchange, and the company expects a "when issued" trading market to develop prior to the record date of August 7.
 -0- 7/28/92
 /CONTACT: Kenneth C. Rueckert of Dresser Industries, Inc., 214-740-6757/
 (DI) CO: Dresser Industries, Inc. ST: Texas IN: OIL SU:


LD -- NY113 -- 4362 07/28/92 19:55 EDT
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Publication:PR Newswire
Date:Jul 28, 1992
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