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Registration No. 333-13475
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
Post-Effective Amendment No. 1
to
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
HALLIBURTON COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 75-2677995
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3600 Lincoln Plaza
500 N. Akard St.
Dallas, Texas 75201
(Address of principal executive offices, including zip code)
LANDMARK GRAPHICS CORPORATION 1987 NON-QUALIFIED STOCK OPTION PLAN, LANDMARK
GRAPHICS CORPORATION 1989 FLEXIBLE STOCK OPTION PLAN, THE DIRECTORS' STOCK
OPTION PLAN OF LANDMARK GRAPHICS CORPORATION, LANDMARK GRAPHICS CORPORATION
CONSULTANTS' STOCK OPTION PLAN, LANDMARK GRAPHICS CORPORATION 1990 EMPLOYEE
STOCK OPTION PLAN AND LANDMARK GRAPHICS CORPORATION 1994 FLEXIBLE INCENTIVE PLAN
(Full title of the plan)
LESTER L. COLEMAN
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
HALLIBURTON COMPANY
3600 Lincoln Plaza
500 N. Akard St.
Dallas, Texas 75201
(Name and address of agent for service)
(214) 978-2600
(Telephone number, including area code, of agent for service)
This post-effective amendment is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended (the "Securities Act"), to reflect the
adoption by Halliburton Company, a Delaware corporation (now Halliburton Energy
Services, Inc.) (the "Company"), of a holding company form of organizational
structure. The holding company organizational structure was implemented by the
merger (the "Merger") of Halliburton Merge Co., a Delaware corporation, with and
into the Company, with the Company being the surviving corporation, in
accordance with Section 251(g) of the Delaware General Corporation Law. In the
Merger, which was consummated at 11:30 a.m., Eastern Standard Time, on December
12, 1996 (the "Effective Time"), each share of the common stock of the Company
issued and outstanding or held in its treasury was converted into one share of
common stock of Halliburton Hold Co., a Delaware corporation (the "Registrant"),
the Registrant became the holding company for the Company and its operating
subsidiaries and the Company became an indirect wholly-owned subsidiary of the
Registrant. At the Effective Time, the name of the Company was changed to
Halliburton Energy Services, Inc. and shortly after the Effective Time, the name
of the Registrant was changed to Halliburton Company.
In accordance with Rule 414, the Registrant, as the successor issuer, hereby
expressly adopts this Registration Statement, as well as the plans to which it
relates, of the Company as its own for all purposes of the Securities Act and
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The registration fees were paid at the time of the original filing of this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, heretofore filed with the SEC by the Registrant
pursuant to the Exchange Act, are incorporated herein by reference.
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
(c) The Registrant's Current Reports on Form 8-K dated January 13,
1997, January 22, 1997, January 29, 1997, February 6, 1997, February 11,
1997 (two reports), February 20, 1997, March 3, 1997, March 14, 1997, March
27, 1997, April 23, 1997 and May 7, 1997 (two reports); and
(d) The description of the Common Stock and the Preferred Stock
Purchase Rights contained in the Registration Statement on Form 8-B dated
December 12, 1996.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") generally gives a corporation the power to indemnify any of its
officers or directors against certain expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with certain
threatened, pending or completed actions, suits or proceedings provided
generally that such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the interests of the corporation, and, with
respect to any criminal action or proceeding, had no reason to believe his
conduct was unlawful.
Article TENTH of the Registrant's Certificate of Incorporation, as
amended, traces substantially all of the language of Section 145 of the DGCL.
Such Article provides that the Registrant shall indemnify officers, directors,
employees and agents of the Registrant in those instances and under
circumstances where indemnification is authorized under said statute.
Provisions of the Registrant's By-laws, as amended, also provide
generally that while serving as a director or officer of the Registrant such
director or officer shall be indemnified and held harmless to the fullest extent
authorized by the DGCL, as the same exists or as it may hereafter be amended.
The Registrant has entered into indemnification agreements with each of
its directors which provide for indemnification as permitted by the DGCL, and
provide that the Registrant will pay certain expenses incurred by a director in
connection with any threatened, pending or completed action, suit or proceeding,
whether criminal or civil, where the director's involvement is by reason of the
fact that he is or was a director of the Registrant. Such amounts include
attorneys' fees and other expenses customarily incurred in connection with legal
proceedings and, in the case of proceedings other than actions by or in the name
of the Registrant, judgments, fines, penalties and amounts paid in settlement
actually and reasonably incurred. A director will be entitled to indemnification
under such agreements if he acted in good faith and in a manner which he
reasonably believed was in, or not opposed to, the best interests of the
Registrant, and with respect to any criminal proceeding, had no reason to
believe his conduct was unlawful.
2
Article FIFTEENTH of the Registrant's Certificate of Incorporation, as
amended, generally provides that a director of the Registrant shall not be
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty, except for any matter under Section 174 of the DGCL or any
amendment thereto or by reason that, in addition to any and all other
requirements for such liability, such director (i) shall have breached the duty
of loyalty to the Registrant or its stockholders, (ii) in acting or failing to
act, shall not have acted in good faith or shall have acted in a manner
involving intentional misconduct or a knowing violation of law or (iii) shall
have derived an improper personal benefit.
The Registrant provides liability insurance for its directors and
officers for certain losses arising from claims or charges which may be made
against them while acting in their capacities as directors or officers of the
Registrant.
Item 8. Exhibits.
4.1 Certificate of Incorporation, as amended, filed with the Secretary of
State of the State of Delaware (incorporated by reference to Exhibit
3.1 to the Registrant's Registration Statement on Form 8-B dated
December 12, 1996, File No. 1-03492).
4.2 By-laws of the Registrant, as amended (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form 8-B
dated December 12, 1996, File No. 1-03492).
4.3 Rights Agreement dated as of December 1, 1996, between the Registrant
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent
(incorporated by reference to Exhibit 4.4 to the Registrant's
Registration Statement on Form 8-B dated December 12, 1996, File No.
1-03492).
5 Opinion of Vinson & Elkins L.L.P. as to the legality of the securities
being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Vinson & Elkins L.L.P. included in the opinion filed as
Exhibit 5 to this Registration Statement.
24 Powers of attorney authorizing certain officers to sign this
Registration Statement and amendments thereto on behalf of directors.
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in this Registration Statement.
3
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on this the 15th day of May,
1997.
HALLIBURTON COMPANY
By /s/ RICHARD B. CHENEY
---------------------------------
Richard B. Cheney
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ RICHARD B. CHENEY Chairman of the Board, President May 15, 1997
- ------------------------------ and Chief Executive Officer and Director
Richard B. Cheney (Principal Executive Officer)
/s/ DAVID J. LESAR Executive Vice President May 15, 1997
- ------------------------------ and Chief Financial Officer
David J. Lesar (Principal Financial Officer)
4
/s/ R. CHARLES MUCHMORE Vice President and Controller May 15, 1997
- ------------------------------ (Principal Accounting Officer)
R. Charles Muchmore
* ANNE L. ARMSTRONG Director May 15, 1997
- ------------------------------
Anne L. Armstrong
* LORD CLITHEROE Director May 15, 1997
- ------------------------------
Lord Clitheroe
* ROBERT L. CRANDALL Director May 15, 1997
- ------------------------------
Robert L. Crandall
* W. R. HOWELL Director May 15, 1997
- ------------------------------
W. R. Howell
* DALE P. JONES Director May 15, 1997
- ------------------------------
Dale P. Jones
* DELANO E. LEWIS Director May 15, 1997
- ------------------------------
Delano E. Lewis
* C. J. SILAS Director May 15, 1997
- ------------------------------
C. J. Silas
* ROGER T. STAUBACH Director May 15, 1997
- ------------------------------
Roger T. Staubach
* RICHARD J. STEGEMEIER Director May 15, 1997
- ------------------------------
Richard J. Stegemeier
* E. L. WILLIAMSON Director May 15, 1997
- ------------------------------
E. L. Williamson
*By: /s/ SUSAN S. KEITH
--------------------------
Susan S. Keith
Pursuant to
Power of Attorney
Date: May 15, 1997
5
INDEX TO EXHIBITS
Exhibit No. Description Page No.
**4.1 Certificate of Incorporation, as amended, filed with the
Secretary of State of the State of Delaware (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form 8-B dated December 12, 1996, File No.
1-03492).
**4.2 By-laws of the Registrant, as amended (incorporated by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form 8-B dated December 12, 1996, File No.
1-03492).
**4.3 Rights Agreement dated as of December 1, 1996, between the
Registrant and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (incorporated by reference to Exhibit 4.4 to
the Registrant's Registration Statement on Form 8-B dated
December 12, 1996, File No. 1-03492).
*5 Opinion of Vinson & Elkins L.L.P. as to the legality of the 7
securities being registered.
*23.1 Consent of Arthur Andersen LLP. 9
*23.2 Consent of Vinson & Elkins L.L.P. included in the opinion
filed as Exhibit 5 to this Registration Statement. 7
*24 Powers of attorney authorizing certain officers to sign this 10
Registration Statement and amendments thereto on behalf of
directors.
- --------------------
* Filed herewith.
** Previously filed.
6
EXHIBIT 5
[LETTERHEAD OF VINSON & ELKINS L.L.P. APPEARS HERE]
May 15, 1997
Halliburton Company
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391
Ladies and Gentlemen:
We have acted as counsel for Halliburton Company, a Delaware
corporation (the "Company"), for a number of years, and are familiar with the
Landmark Graphics Corporation 1987 Non-Qualified Stock Option Plan, Landmark
Graphics Corporation 1989 Flexible Stock Option Plan, The Directors' Stock
Option Plan of Landmark Graphics Corporation, Landmark Graphics Corporation
Consultants' Stock Option Plan, Landmark Graphics Corporation 1990 Employee
Stock Option Plan and Landmark Graphics Corporation 1994 Flexible Incentive Plan
(collectively, the "Plans"). We have assisted in the preparation of
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (the
"Amendment") to be filed pursuant to the Securities Act of 1933, as amended, on
or about May 15, 1997 with the Securities and Exchange Commission by the Company
with respect to the offering, sale and delivery of shares of Common Stock, $2.50
par value ("Common Stock") of the Company and Preferred Stock Purchase Rights of
the Company to be issued under the Plans. We note that the Plans are not subject
to the requirements of the Employee Retirement Income Security Act of 1974, as
amended.
In this connection, we examined such certificates, documents and
records as we deemed relevant and necessary as a basis for our opinions
hereinafter set forth, including, among other things, the Plans and copies of
relevant resolutions passed by the board of directors and stockholders of the
Company.
Based upon the foregoing, we are of the opinion that the shares of
Common Stock to be issued upon the exercise of stock options granted pursuant to
the Plans have been validly authorized for issuance and, (a) upon compliance by
the Company with the pertinent provisions of any applicable state securities
laws and (b) when the shares of Common Stock are issued and paid for in
accordance with the terms of the appropriate Plan and the underlying stock
option, the shares of Common Stock so issued will be validly issued, fully paid
and nonassessable and any related Preferred Stock Purchase Rights will be
validly issued.
Halliburton Company
May 15, 1997
Page 2
This opinion is rendered as of the effective date of the Amendment. We
hereby consent to the filing of this opinion as an exhibit to the Amendment, but
we do not admit that we are within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
---------------------------
VINSON & ELKINS L.L.P.
2
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in registration statement No. 333-13475 of our report dated January
22, 1997 included in Halliburton Company's Form 10-K for the year ended December
31, 1996 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
-------------------------
ARTHUR ANDERSEN LLP
Dallas, Texas
May 15, 1997
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar and Susan S. Keith, or any of them acting alone, my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments which said attorneys or attorney may deem necessary or advisable to
enable Halliburton Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Securities Act of 1933, as amended, of shares of the Common Stock of
Halliburton Company, par value $2.50 per share, to be sold and offered for sale
pursuant to the terms of the Landmark Graphics Corporation 1987 Non-Qualified
Stock Option Plan, Landmark Graphics Corporation 1989 Flexible Stock Option
Plan, The Directors' Stock Option Plan of Landmark Graphics Corporation,
Landmark Graphics Corporation Consultants' Stock Option Plan, Landmark Graphics
Corporation 1990 Employee Stock Option Plan and Landmark Graphics Corporation
1994 Flexible Incentive Plan, as amended, including specifically, but without
limitation thereof, power and authority to sign my name as Director of
Halliburton Company to any registration statements and applications and
statements to be filed with the Securities and Exchange Commission in respect of
said shares of Common Stock and all amendments thereto, including without
limitation post-effective amendments thereto, and to any instruments or
documents filed as a part of or in connection therewith; and I hereby ratify and
confirm all that said attorneys or attorney shall do or cause to be done by
virtue hereof.
IN TESTIMONY HEREOF, witness my hand this 11 day of April, 1997.
/s/ Anne L. Armstrong
----------------------
Anne L. Armstrong
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar and Susan S. Keith, or any of them acting alone, my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments which said attorneys or attorney may deem necessary or advisable to
enable Halliburton Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Securities Act of 1933, as amended, of shares of the Common Stock of
Halliburton Company, par value $2.50 per share, to be sold and offered for sale
pursuant to the terms of the Landmark Graphics Corporation 1987 Non-Qualified
Stock Option Plan, Landmark Graphics Corporation 1989 Flexible Stock Option
Plan, The Directors' Stock Option Plan of Landmark Graphics Corporation,
Landmark Graphics Corporation Consultants' Stock Option Plan, Landmark Graphics
Corporation 1990 Employee Stock Option Plan and Landmark Graphics Corporation
1994 Flexible Incentive Plan, as amended, including specifically, but without
limitation thereof, power and authority to sign my name as Director of
Halliburton Company to any registration statements and applications and
statements to be filed with the Securities and Exchange Commission in respect of
said shares of Common Stock and all amendments thereto, including without
limitation post-effective amendments thereto, and to any instruments or
documents filed as a part of or in connection therewith; and I hereby ratify and
confirm all that said attorneys or attorney shall do or cause to be done by
virtue hereof.
IN TESTIMONY HEREOF, witness my hand this 7th day of April, 1997.
/s/ Lord Clitheroe
--------------------
Lord Clitheroe
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar and Susan S. Keith, or any of them acting alone, my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments which said attorneys or attorney may deem necessary or advisable to
enable Halliburton Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Securities Act of 1933, as amended, of shares of the Common Stock of
Halliburton Company, par value $2.50 per share, to be sold and offered for sale
pursuant to the terms of the Landmark Graphics Corporation 1987 Non-Qualified
Stock Option Plan, Landmark Graphics Corporation 1989 Flexible Stock Option
Plan, The Directors' Stock Option Plan of Landmark Graphics Corporation,
Landmark Graphics Corporation Consultants' Stock Option Plan, Landmark Graphics
Corporation 1990 Employee Stock Option Plan and Landmark Graphics Corporation
1994 Flexible Incentive Plan, as amended, including specifically, but without
limitation thereof, power and authority to sign my name as Director of
Halliburton Company to any registration statements and applications and
statements to be filed with the Securities and Exchange Commission in respect of
said shares of Common Stock and all amendments thereto, including without
limitation post-effective amendments thereto, and to any instruments or
documents filed as a part of or in connection therewith; and I hereby ratify and
confirm all that said attorneys or attorney shall do or cause to be done by
virtue hereof.
IN TESTIMONY HEREOF, witness my hand this 8th day of April, 1997.
/s/ Robert L. Crandall
-----------------------
Robert L. Crandall
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar and Susan S. Keith, or any of them acting alone, my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments which said attorneys or attorney may deem necessary or advisable to
enable Halliburton Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Securities Act of 1933, as amended, of shares of the Common Stock of
Halliburton Company, par value $2.50 per share, to be sold and offered for sale
pursuant to the terms of the Landmark Graphics Corporation 1987 Non-Qualified
Stock Option Plan, Landmark Graphics Corporation 1989 Flexible Stock Option
Plan, The Directors' Stock Option Plan of Landmark Graphics Corporation,
Landmark Graphics Corporation Consultants' Stock Option Plan, Landmark Graphics
Corporation 1990 Employee Stock Option Plan and Landmark Graphics Corporation
1994 Flexible Incentive Plan, as amended, including specifically, but without
limitation thereof, power and authority to sign my name as Director of
Halliburton Company to any registration statements and applications and
statements to be filed with the Securities and Exchange Commission in respect of
said shares of Common Stock and all amendments thereto, including without
limitation post-effective amendments thereto, and to any instruments or
documents filed as a part of or in connection therewith; and I hereby ratify and
confirm all that said attorneys or attorney shall do or cause to be done by
virtue hereof.
IN TESTIMONY HEREOF, witness my hand this 8th day of April, 1997.
/s/ W. R. Howell
-------------------
W. R. Howell
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar and Susan S. Keith, or any of them acting alone, my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments which said attorneys or attorney may deem necessary or advisable to
enable Halliburton Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Securities Act of 1933, as amended, of shares of the Common Stock of
Halliburton Company, par value $2.50 per share, to be sold and offered for sale
pursuant to the terms of the Landmark Graphics Corporation 1987 Non-Qualified
Stock Option Plan, Landmark Graphics Corporation 1989 Flexible Stock Option
Plan, The Directors' Stock Option Plan of Landmark Graphics Corporation,
Landmark Graphics Corporation Consultants' Stock Option Plan, Landmark Graphics
Corporation 1990 Employee Stock Option Plan and Landmark Graphics Corporation
1994 Flexible Incentive Plan, as amended, including specifically, but without
limitation thereof, power and authority to sign my name as Director of
Halliburton Company to any registration statements and applications and
statements to be filed with the Securities and Exchange Commission in respect of
said shares of Common Stock and all amendments thereto, including without
limitation post-effective amendments thereto, and to any instruments or
documents filed as a part of or in connection therewith; and I hereby ratify and
confirm all that said attorneys or attorney shall do or cause to be done by
virtue hereof.
IN TESTIMONY HEREOF, witness my hand this 4th day of April, 1997.
/s/ Dale P. Jones
---------------------
Dale P. Jones
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar and Susan S. Keith, or any of them acting alone, my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments which said attorneys or attorney may deem necessary or advisable to
enable Halliburton Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Securities Act of 1933, as amended, of shares of the Common Stock of
Halliburton Company, par value $2.50 per share, to be sold and offered for sale
pursuant to the terms of the Landmark Graphics Corporation 1987 Non-Qualified
Stock Option Plan, Landmark Graphics Corporation 1989 Flexible Stock Option
Plan, The Directors' Stock Option Plan of Landmark Graphics Corporation,
Landmark Graphics Corporation Consultants' Stock Option Plan, Landmark Graphics
Corporation 1990 Employee Stock Option Plan and Landmark Graphics Corporation
1994 Flexible Incentive Plan, as amended, including specifically, but without
limitation thereof, power and authority to sign my name as Director of
Halliburton Company to any registration statements and applications and
statements to be filed with the Securities and Exchange Commission in respect of
said shares of Common Stock and all amendments thereto, including without
limitation post-effective amendments thereto, and to any instruments or
documents filed as a part of or in connection therewith; and I hereby ratify and
confirm all that said attorneys or attorney shall do or cause to be done by
virtue hereof.
IN TESTIMONY HEREOF, witness my hand this 11th day of April, 1997.
/s/ Delano E. Lewis
---------------------
Delano E. Lewis
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar and Susan S. Keith, or any of them acting alone, my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments which said attorneys or attorney may deem necessary or advisable to
enable Halliburton Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Securities Act of 1933, as amended, of shares of the Common Stock of
Halliburton Company, par value $2.50 per share, to be sold and offered for sale
pursuant to the terms of the Landmark Graphics Corporation 1987 Non-Qualified
Stock Option Plan, Landmark Graphics Corporation 1989 Flexible Stock Option
Plan, The Directors' Stock Option Plan of Landmark Graphics Corporation,
Landmark Graphics Corporation Consultants' Stock Option Plan, Landmark Graphics
Corporation 1990 Employee Stock Option Plan and Landmark Graphics Corporation
1994 Flexible Incentive Plan, as amended, including specifically, but without
limitation thereof, power and authority to sign my name as Director of
Halliburton Company to any registration statements and applications and
statements to be filed with the Securities and Exchange Commission in respect of
said shares of Common Stock and all amendments thereto, including without
limitation post-effective amendments thereto, and to any instruments or
documents filed as a part of or in connection therewith; and I hereby ratify and
confirm all that said attorneys or attorney shall do or cause to be done by
virtue hereof.
IN TESTIMONY HEREOF, witness my hand this 8th day of April, 1997.
/s/ C. J. Silas
-------------------
C. J. Silas
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar and Susan S. Keith, or any of them acting alone, my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments which said attorneys or attorney may deem necessary or advisable to
enable Halliburton Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Securities Act of 1933, as amended, of shares of the Common Stock of
Halliburton Company, par value $2.50 per share, to be sold and offered for sale
pursuant to the terms of the Landmark Graphics Corporation 1987 Non-Qualified
Stock Option Plan, Landmark Graphics Corporation 1989 Flexible Stock Option
Plan, The Directors' Stock Option Plan of Landmark Graphics Corporation,
Landmark Graphics Corporation Consultants' Stock Option Plan, Landmark Graphics
Corporation 1990 Employee Stock Option Plan and Landmark Graphics Corporation
1994 Flexible Incentive Plan, as amended, including specifically, but without
limitation thereof, power and authority to sign my name as Director of
Halliburton Company to any registration statements and applications and
statements to be filed with the Securities and Exchange Commission in respect of
said shares of Common Stock and all amendments thereto, including without
limitation post-effective amendments thereto, and to any instruments or
documents filed as a part of or in connection therewith; and I hereby ratify and
confirm all that said attorneys or attorney shall do or cause to be done by
virtue hereof.
IN TESTIMONY HEREOF, witness my hand this 7 day of April, 1997.
/s/ Roger T. Staubach
-----------------------
Roger T. Staubach
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar and Susan S. Keith, or any of them acting alone, my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments which said attorneys or attorney may deem necessary or advisable to
enable Halliburton Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Securities Act of 1933, as amended, of shares of the Common Stock of
Halliburton Company, par value $2.50 per share, to be sold and offered for sale
pursuant to the terms of the Landmark Graphics Corporation 1987 Non-Qualified
Stock Option Plan, Landmark Graphics Corporation 1989 Flexible Stock Option
Plan, The Directors' Stock Option Plan of Landmark Graphics Corporation,
Landmark Graphics Corporation Consultants' Stock Option Plan, Landmark Graphics
Corporation 1990 Employee Stock Option Plan and Landmark Graphics Corporation
1994 Flexible Incentive Plan, as amended, including specifically, but without
limitation thereof, power and authority to sign my name as Director of
Halliburton Company to any registration statements and applications and
statements to be filed with the Securities and Exchange Commission in respect of
said shares of Common Stock and all amendments thereto, including without
limitation post-effective amendments thereto, and to any instruments or
documents filed as a part of or in connection therewith; and I hereby ratify and
confirm all that said attorneys or attorney shall do or cause to be done by
virtue hereof.
IN TESTIMONY HEREOF, witness my hand this 8th day of April, 1997.
/s/ Richard J. Stegemeier
-------------------------
Richard J. Stegemeier
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a Director of
Halliburton Company, do hereby constitute and appoint Richard B. Cheney, David
J. Lesar and Susan S. Keith, or any of them acting alone, my true and lawful
attorneys or attorney, to do any and all acts and things and execute any and all
instruments which said attorneys or attorney may deem necessary or advisable to
enable Halliburton Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under said Securities Act of 1933, as amended, of shares of the Common Stock of
Halliburton Company, par value $2.50 per share, to be sold and offered for sale
pursuant to the terms of the Landmark Graphics Corporation 1987 Non-Qualified
Stock Option Plan, Landmark Graphics Corporation 1989 Flexible Stock Option
Plan, The Directors' Stock Option Plan of Landmark Graphics Corporation,
Landmark Graphics Corporation Consultants' Stock Option Plan, Landmark Graphics
Corporation 1990 Employee Stock Option Plan and Landmark Graphics Corporation
1994 Flexible Incentive Plan, as amended, including specifically, but without
limitation thereof, power and authority to sign my name as Director of
Halliburton Company to any registration statements and applications and
statements to be filed with the Securities and Exchange Commission in respect of
said shares of Common Stock and all amendments thereto, including without
limitation post-effective amendments thereto, and to any instruments or
documents filed as a part of or in connection therewith; and I hereby ratify and
confirm all that said attorneys or attorney shall do or cause to be done by
virtue hereof.
IN TESTIMONY HEREOF, witness my hand this 9th day of April, 1997.
/s/ E. L. Williamson
---------------------
E. L. Williamson