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WEATHERFORD AND TUBOSCOPE ENTER INTO A LETTER OF INTENT TO MERGE

 HOUSTON, July 15 /PRNewswire/ -- Weatherford International Incorporated (AMEX: WII) and Tuboscope Vetco International Corporation (TVI) (NASDAQ: TUBO) jointly announced today that the companies have executed a letter of intent relating to the acquisition by Weatherford of TVI pursuant to a merger of the two companies.
 The letter of intent calls for Weatherford to exchange with TVI shareholders one share of Weatherford common stock for each share of Tuboscope common stock, subject to adjustment based on the average closing stock price of Weatherford stock prior to the merger. Weatherford's stock closed at $11.25 on July 15, 1993. The transaction value (including the assumption of debt), based on Weatherford's closing stock price on July 15, 1993, is approximately $370 million.
 Weatherford and TVI expect the merger to be structured as a tax-free pooling of interests, in which shares of Weatherford common stock will be exchanged for all outstanding TVI shares. Both companies stated that the transaction is subject to, among other things, the negotiation and execution of a definitive merger agreement and the receipt of fairness opinions from investment bankers for both companies. The companies expect the transaction to close in early December.
 Weatherford and TVI, had they been combined for all of 1992 and had Weatherford's other recent acquisitions been completed as of Jan. 1, 1992, would have had $497 million in estimated revenues and approximately $89 million in earnings before interest, taxes, depreciation and amortization. The companies have combined workforces of approximately 5,000 employees, divided evenly between U.S. and foreign locations. Management expects the merger will generate significant consolidation savings upon full integration of Tuboscope's operations with Weatherford's operations, which is expected to occur in 1994 and 1995.
 The letter of intent calls for the exchange ratio to vary depending upon the performance of Weatherford stock during a defined period prior to the merger. If the average Weatherford stock price is between $10.75 and $11.875, TVI shareholders will receive shares of Weatherford stock based on an exchange ratio of $11.875 divided by the average Weatherford stock price. At an average Weatherford stock price at or below $10.75, the exchange ratio is fixed at 1.1047 Weatherford shares for each TVI share. At an average Weatherford stock price between $11.875 and $13.00, the exchange ratio is fixed at 1:1.
 At an average price about $13.00, TVI shareholders will receive shares of Weatherford stock based on an exchange ratio of $13.00 divided by the average Weatherford stock price. TVI has a right to terminate the agreement if the Weatherford stock price averages $8.375 or below during the defined period.
 The letter of intent will terminate if a definitive agreement has not been entered into on or before Aug. 20, 1993. TVI has agreed, subject to certain conditions, to pay Weatherford a termination fee of $8 million if, between now and Aug. 20, TVI enters into an alternative transaction with a party other than Weatherford.
 Weatherford is a Houston-based diversified international energy service and manufacturing company that provides tubular running services, fishing and rental tool services, cementation products and other specialized equipment to the oil and gas industry.
 TVI is the world's foremost supplier of tubular coating and inspection services to the oilfield industry. Based in Houston, the company also supplies in-service inspection for oil and gas pipelines and sells and leases in-line inspection equipment to makers of oil country tubular goods.
 Philip Burguieres, chairman of the board, president and chief executive officer of Weatherford, stated: "The acquisition of Tuboscope is the culmination of a two-year plan to build Weatherford into one of the premier oilfield service companies. Tuboscope is a natural extension of our core field service businesses."
 Martin R. Reid, chairman of the board and chief executive officer of TVI, said: "The combination of Weatherford and TVI represents the formation of a highly complementary strategic alliance. The market and financial strengths of the combined entity should enhance the growth prospects for both companies' product lines."
 Weatherford trades on the American Stock Exchange under the symbol WII. TVI is traded on the NASDAQ under the symbol TUBO.
 -0- 7/15/93
 /CONTACT: Norman W. Nolen, chief financial officer of Weatherford, 713-439-9400, or Ronald L. Koons, chief financial officer of Tuboscope, 713-799-5100/
 (WII TUBO)


CO: Weatherford International Incorporated; Tuboscope Vetco
 International Corporation ST: Texas IN: OIL SU: TNM


RA-BN -- AT021 -- 2209 07/15/93 17:03 EDT
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Date:Jul 15, 1993
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