Dresser solicits consents for 9 3/8% notes

New York, Nov. 18 - Dresser Inc. said it has started a solicitation of consents from holders of its $550 million principal amount of 9 3/8% senior subordinated notes due 2011 in connection with its previously announced restatement of its financial statements.

The Dallas manufacturer of flow control, measurement systems and compression and power systems segments for the energy industry said it is seeking the amendment and waiver of some of the reporting requirements in the note indenture. This will allow it to present to noteholders financial statements for the year ended Dec. 31, 2000 and prior years on an unaudited basis and to defer to Dec. 15, 2003 its obligation to comply with its indenture financial reporting covenant.

The consent solicitation would also waive all defaults under the indenture's reporting requirements through the completion of the consent solicitation.

Dresser will pay a fee of $2.50 in cash for each $1,000 principal amount of notes for which consent is given.

The amendment and waiver require the consent of holders of a majority by principal amount of the notes.

The solicitation runs through 5 p.m. ET Dec. 4, unless extended.

Morgan Stanley & Co. Inc. is the solicitation agent (contact Megan Leary at 800 624-1808 or 212 761-1284 (collect)). The information agent is MacKenzie Partners Inc. (800 322-2885 or 212 929-5500 (collect)).

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