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Halliburton Announces Share Offering By Asbestos Trust

HOUSTON, March 10, 2005 /PRNewswire-FirstCall via COMTEX/ -- Halliburton (NYSE: HAL) announced today a proposed underwritten offering by the DII Industries, LLC Asbestos PI Trust of 54,500,000 shares of Halliburton's common stock. It is currently anticipated that the Asbestos PI Trust will also grant the underwriters in the proposed offering an option to purchase up to an additional 5 million shares to cover overallotments. The 59,500,000 shares represent all of the shares that were issued to the trust as part of the asbestos settlement earlier this year. The company is today filing with the Securities and Exchange Commission a preliminary prospectus supplement pursuant to its existing shelf registration statement relating to the proposed offering. The company will not sell any shares in this proposed offering, nor will it receive any proceeds from it.

The proposed offering is expected to be priced during the week of March 14, 2005. The underwriting will be managed by JPMorgan, Goldman, Sachs & Co. and Citigroup.

If the 54,500,000 shares to be offered by the Asbestos PI Trust and the 5 million shares to be subject to the overallotment option are all sold, the Asbestos PI Trust will no longer hold any shares of Halliburton common stock.

In connection with the proposed offering, Halliburton and the Asbestos PI Trust will amend their agreement relating to the 59,500,000 shares to allow for this proposed offering and sale by the Asbestos PI Trust. Following completion of the proposed offering, any remaining shares of common stock held by the Asbestos PI Trust will remain subject to the restrictions contained in the agreement between the Asbestos PI Trust and the company.

The shelf registration statement relating to the foregoing has previously been filed and declared effective by the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time that the prospectus supplement and related prospectus are delivered in final form. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such states.

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 audits and investigations of the company by domestic and foreign government agencies and legislative bodies and potential adverse proceedings and findings by such agencies, a delay in the receipt of additional agreed payments from insurers arising from asbestos and silica claims, the risks of judgments against the company and its subsidiaries in 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, 2004 for a more complete discussion of such risk factors.

SOURCE Halliburton

Paul Koeller, Investor Relations, +1-713-759-2688, or Wendy Hall, Public Relations,
+1-713-759-2605, both of Halliburton
http://www.prnewswire.com