SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (date of earliest event reported)
November 7, 2003
Halliburton Company
(Exact name of registrant as specified in its charter)
State or other Commission IRS Employer
jurisdiction File Number Identification
of incorporation Number
Delaware 1-3492 No. 75-2677995
1401 McKinney, Suite 2400
Houston, Texas 77010
(Address of principal executive offices)
Registrant's telephone number,
including area code - 713-759-2600
INFORMATION TO BE INCLUDED IN REPORT
Item 9. Regulation FD Disclosure
On November 7, 2003 registrant issued a press release entitled
"Halliburton Extends Debt Exchange Offer."
The text of the press release is as follows:
HALLIBURTON EXTENDS DEBT EXCHANGE OFFER
HOUSTON, Texas -- Halliburton (NYSE: HAL) announced today that it is extending
until 5:00 p.m. New York City time, on November 19, 2003, the expiration date of
the offer by Halliburton to issue its new 7.6% debentures due 2096 in exchange
for a like amount of 7.60% debentures due 2096 of its subsidiary, DII
Industries, LLC. As of 5:00 p.m., New York City time, on November 5, 2003, which
was the original expiration date for the exchange offer, holders of
approximately 97% of the outstanding DII Industries debentures had tendered for
exchange.
The exchange offer is being offered in connection with DII Industries'
solicitation of consents to amend the indenture governing the DII Industries
debentures. As previously announced, as of 5:00 p.m., New York City time, on
October 24, 2003, the consent payment deadline, DII Industries had received
consents from holders of more than 95% of the principal amount of outstanding
DII Industries debentures. These consents have been accepted and have become and
remain irrevocable, and DII Industries has amended the indenture governing its
7.6% debentures. The amendments will take effect when the exchange offer is
completed. One of the remaining conditions to the exchange offer and the
effectiveness of the indenture amendment is that all prerequisites shall have
been satisfied for concluding the proposed settlement of asbestos and silica
claims of Halliburton's subsidiaries. Halliburton may further extend the
exchange offer until this and other conditions to the exchange offer have been
satisfied. Holders tendering DII Industries debentures may withdraw tendered
debentures up until the extended exchange offer expiration date.
The exchange offer and consent solicitation are subject to the terms and
conditions of the Offering Memorandum and Consent Solicitation Statement dated
October 9, 2003. This announcement amends and supplements the Offering
Memorandum and the related letter of transmittal with respect to the matters
described above. All other terms and conditions of the Offering Memorandum and
the related letter of transmittal remain in full force and effect.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy securities. The debentures being offered by the company have not
been registered under the United States federal or state securities laws and may
not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements.
Halliburton, founded in 1919, is one of the world's largest providers of
products and services to the petroleum and energy industries. The company serves
its customers with a broad range of products and services through its Energy
Services and Engineering and Construction Groups. The company's World Wide Web
site can be accessed at www.halliburton.com.
NOTE: The statements in this press release that are not historical statements,
including statements regarding future financial performance, are forward-looking
statements within the meaning of the federal securities laws. These statements
are subject to numerous risks and uncertainties, many of which are beyond the
company's control, which could cause actual results to differ materially from
the results expressed or implied by the statements. These risks and
uncertainties include, but are not limited to: legal risks, including the risks
of judgments against the company's subsidiaries and predecessors in asbestos
litigation pending and currently on appeal, the inability of insurers for
asbestos exposures to pay claims or a delay in the payment of such claims,
future asbestos claims defense and settlement costs, the risks of judgments
against the company and its subsidiaries in other litigation and proceedings,
including shareholder lawsuits, securities laws inquiries, contract disputes,
patent infringements and environmental matters, legislation, changes in
government regulations and adverse reaction to scrutiny involving the company;
political risks, including the risks of unsettled political conditions, war and
the effects of terrorism, foreign operations and foreign exchange rates and
controls; liquidity risks, including the risks of potential reductions in debt
ratings, access to credit, availability and costs of financing and ability to
raise capital; weather-related risks; customer risks, including the risks of
changes in capital spending and claims negotiations; industry risks, including
the risks of changes that affect the demand for or price of oil and/or gas,
structural changes in the industries in which the company operates, risks of
fixed-fee projects and risks of complex business arrangements; systems risks,
including the risks of successful development and installation of financial
systems; and personnel and merger/reorganization/disposition risks, including
the risks of increased competition for employees, successful integration of
acquired businesses, effective restructuring efforts and successful completion
of planned dispositions. Please see Halliburton's Form 10-K for the year ended
December 31, 2002 and Form 10-Q for the quarter ended September 30, 2003 for a
more complete discussion of such risk factors.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HALLIBURTON COMPANY
Date: November 10, 2003 By: /s/ Margaret E. Carriere
-----------------------------------
Margaret E. Carriere
Vice President and Secretary