HUGHES TOOL &lt;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 &lt;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
  &lt;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.
  

