HUGHES TOOL <HT> BOARD APPROVES MERGER
Hughes Tool Co said its board voted at
a special meeting last night to approve a new agreement with
regulators that would allow the company to complete its
proposed merger with Baker International Corp <BKO>.
    The agreement, approved by the U.S. Department of Justice
yesterday, will give the merged company, Baker Hughes, six
months instead of three to sell certain assets.
    The pact also allows a three-month extension, if warranted,
and limits the obligation of the new company to give financial
support to the businesses to be divested, pending their sale.
    The company said its board recommended that shareholders
approve the merger of the oilfield service companies. A
previously adjourned meeting of Hughes Tool stockholders will
be resumed this afternoon, it said.
    "Hughes will work with Baker and the Justice Department
towards negotiating the final form of the consent decree and
filing it as soon as possible," the company said in a
statement. Closing of the merger would occur immediately after
the filing, it said.
    The assets to be sold under the consent decree consist of
Baker's domestic oilfield drilling bit business and its
domestic submersible electric pump business. Baker has an
agreement to sell the pump business to Trico Industries Inc
<TRO>.
    The financial terms of the merger are unchanged, a Hughes
spokesman said. Under those terms, each Baker common share and
Hughes common share would be converted into one share and 8/10
of a share, respectively, of Baker Hughes Inc, which would be
formed as a new holding company.
 Reuter
