	hughes tool ht says baker bko merger alive hughes tool co chairman w a kistler said its counter proposal to merge with baker international corp was still under consideration and that a merger was in the best interests of both companies our hope is that we can come to a mutual agreement that is good for both companies kistler said of the proposed merger that would result in a billion dlr oil field service company we re working very hard on this merger hughes board today again adjourned a shareholders meeting to vote on the proposed merger and rescheduled it for march to give baker more time to consider the counter proposal the hughes board which had previously expressed concern about a u s department of justice consent decree that would require baker to sell its drilling bit operations and submersible pump business met yesterday and threatened to terminate the proposed merger the hughes board made a counter proposal that the two companies first find acceptable buyers for the businesses before signing the decree the directors of baker immediately after receiving the counter proposal filed a law suit in texas in a texas state court to force to hughes to complete the merger the uncertainty as to the price and conditions that might be imposed by the department of justice makes us very nervous about what the outcome might be kistler said in explaining why hughes had made the counter proposal we need additional time to understand why baker did not accept our proposal kistler also said that the law suit filed by baker was not a factor in the board s decision to keep its merger proposal on the table he declined to comment on the allegations in the lawsuit kistler said hughes would be willing to consider a compromise counter proposal but declined to be more specific the justice department in january said it would block the hughes and baker merger on anti trust grounds unless both companies agreed to sign a consent decree that would provide for the sale of the assets after the merger took place the hughes board said it would not sign the decree because its was too unreasonable hughes said that baker should instead complete the sale of the disputed assets before the merger is finalized and given government approval under the decree if baker is unable to find acceptable buyers within a specified period of time after the decree is approved a federal trustee would become responsible for finding a buyer kistler said that under those terms the trustee could take up to years to complete the sales he also expressed concern that the combined companies might be required by the government s conditions to license some of its technology to any purchaser of the assets baker said last night in a statement that the required assets to be sold would reduce revenues by about mln dlrs representing about three pct of the revenues of the combined companies reuter 
