BAKER &lt;BKO> SUES TO FORCE HUGHES &lt;HT> MERGER

  Baker International corp said it has
  filed suit in state court in Houston to compel Hughes Tool Co
  to complete its proposed merger with Baker.
      Late yesterday, Hughes said it had terminated the merger
  agreement because Baker would not agree to an alternative
  divestiture plan devised by Hughes.  Hughes' board had
  previously found unacceptable a U.S. Justice Department consent
  decree that would have required broader divestitures.
      Baker said it has not obtained any satisfactory explanation
  from Hughes of its objections to the provisions of the Justice
  Department consent decree.
      Hughes yesterday adjourned the special meeting at which
  shareholders were to vote on the merger without permitting the
  counting of votes on the deal.  Baker said it believes the vote
  was overwhelmingly in favor of the merger.
      Baker said the new terms that Hughes proposed for the
  merger, as an alternative to the consent decree, were "more
  burdensome" than those of the consent decree themselves.
      Baker said divestitures under the consent decree would
  reduce revenues for the combined company by about 65 mln dlrs
  or three pct.
      Baker said it will continue to pursue the divestitures of
  the units named in the consent decree.
      It said its suit names as defendants Hughes and certain of
  its directors and seeks either an injunction forcing Hughes to
  live up to the merger agreement or "substantial" monetary
  damages it did not name.
      Baker said it believes the merger to be in the best
  interests of shareholders of both companies.
  

