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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)
JANUARY 23, 1996
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. 73-0271280
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391
(Address of principal executive offices)
Registrant's telephone number,
including area code - 214/978-2600
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INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events
The registrant may, at its option, report under this item any events,
with respect to which information is not otherwise called for by this form, that
the registrant deems of importance to security holders.
(a) On January 23, 1996, the registrant issued a press release entitled
Halliburton Completes Spin-Off of Highlands Insurance pertaining, among other
things, to an announcement that registrant had completed a tax-free distribution
of all of the shares of Highlands Insurance Group, Inc. ("Highlands") to
shareholders of Halliburton Company (sometimes herein referred to as
"Halliburton" or "registrant") of record at the close of business on January 4,
1996. The distribution ratio was one share of Highlands common stock for each
ten shares of Halliburton common stock. Highlands common stock is now listed on
the New York Stock Exchange and trades with the ticker symbol of "HIC".
Immediately upon distribution of all Highlands common stock to Halliburton
stockholders, Highlands issued $62.85 million of 10% convertible subordinated
debentures due December 31, 2005, together with common stock subscription
warrants, to Insurance Partners, L.P. and members of Highlands management team.
Richard M. Haverland, a partner of Insurance Partners, has been named president,
chairman and chief executive officer of Highlands.
(b) On January 23, 1996, registrant also issued a press release
entitled Halliburton Improvement Continues in 1995 Fourth Quarter, pertaining,
among other things, to an announcement that registrant reported 1995 fourth
quarter net income of $71.9 million ($.63 per share). 1995 fourth qaurter
earnings per share increased by 24 percent compared to the year earlier period.
For the 1995 full year, registrant's net income was $168.3 million ($1.47 per
share) including a $65.5 million loss ($.57 per share) recognized for the
discontinued insurance business operations which were spun-off to Halliburton
shareholders. Registrant's 1995 earnings of $2.04 per share more than doubled
1994 earnings of $.95 per share.
The foregoing summaries, contained in paragraphs (a) and (b) above, are
subject to the full text of the press releases with respect thereto, copies of
which are attached hereto as Exhibit 20, which exhibit is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
List below the financial statements, pro forma financial information
and exhibits, if any, filed as part of this report.
(c) Exhibits.
Exhibit 20 - Press releases dated January 23, 1996
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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: January 24, 1996 By: _______________________
Robert M. Kennedy
Vice President - Legal
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
20 Press Releases of
January 23, 1996 5 of 10
Incorporated by Reference
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FOR IMMEDIATE RELEASE Contact: Guy T. Marcus
January 23, 1996 Vice President-Inv. Rel.
(214) 978-2691
HALLIBURTON COMPLETES SPIN-OFF OF HIGHLANDS INSURANCE
DALLAS, Texas -- Halliburton Company (NYSE:HAL) and Highlands Insurance
Group, Inc. (NYSE:HIC) today jointly announced the completion of a tax-free
distribution of all of the shares of Highlands to Halliburton Company's
shareholders of record on January 4, 1996.
Highlands Insurance Group, Inc. is a regional insurance holding company
that, through Highlands Insurance Company and its other insurance subsidiaries,
is primarily engaged in the property and casualty insurance business.
Previously, Highlands was a wholly owned subsidiary of Halliburton. The
distribution ratio was one share of Highlands common stock for each ten shares
of Halliburton outstanding at the close of business on the January 4, 1996
record date. Highlands common stock is now listed on the New York Stock Exchange
and trades with the ticker symbol of "HIC".
Immediately upon the distribution of all of the Highlands common stock to
Halliburton stockholders, Highlands issued $62.85 million of 10% convertible
subordinated debentures due December 31, 2005, together with common stock
subscription warrants, to Insurance Partners, L.P. and members of the Highlands
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management team. Proceeds from the issuance of the debentures and warrants will
be used by Highlands for working capital and general corporate purposes,
additions to the surplus of certain subsidiaries, and transaction fees for the
issuance of the debentures and warrants.
Richard M. Haverland, who is a partner of Insurance Partners, has been
named president, chairman and chief executive officer of Highlands. Mr.
Haverland, 54, has worked the last 25 years in the insurance industry, including
serving as president and chief operating officer of the Progressive Corporation
(1970- 1983), executive vice president of Great American Insurance Company
(1984-1991), and executive vice president of American Premier Underwriters, Inc.
(1991-1994).
The spin-off of Highlands completes Halliburton's exit from the insurance
business. Halliburton sold its life insurance and health care cost management
subsidiaries in 1988 and 1992, respectively. Halliburton will now focus its
entire management and financial resources on its two core business segments, oil
field services and engineering and construction.
Halliburton Company is one of the world's largest diversified energy
services, engineering, maintenance, and construction companies. Founded in 1919,
Halliburton provides a broad range of energy services and products, industrial
and marine engineering and construction services.
# # #
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FOR IMMEDIATE RELEASE Contact: Guy T. Marcus
January 23, 1996 Vice President-Inv. Rel.
(214) 978-2691
HALLIBURTON IMPROVEMENT CONTINUES IN 1995 FOURTH QUARTER
DALLAS, Texas -- Halliburton Company (NYSE-HAL) today reported 1995 fourth
quarter net income of $71.9 million ($.63 per share), reflecting a continuation
of improved earnings by the company's two core business segments -- Energy
Services and Engineering and Construction Services.
In the 1994 fourth quarter Halliburton's net income was $127.5 million
($1.12 per share), which included a $64.3 million ($.56 per share)after tax gain
on the sale of a business unit. Excluding the gain on sale and the results of
discontinued insurance operations, 1995 fourth quarter earnings per share
increased by 24 percent compared to the year earlier period.
For the 1995 full year, Halliburton's net income was $168.3 million ($1.47
per share) including a $65.5 million loss ($.57 per share) recognized for the
discontinued insurance business operations which have been spun-off to
Halliburton shareholders. Excluding the impact of discontinued operations in
1994 and 1995 and the 1994 gain on the sale of a business unit, Halliburton's
1995 earnings of $2.04 per share more than doubled 1994 earnings of $.95 per
share.
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The Energy Services business segment's 1995 fourth quarter revenues were
$741.8 million, an increase of 11 percent compared to the year earlier period.
During the same time frame the worldwide rotary rig count declined by five
percent. Halliburton Energy Services' strong 1995 fourth quarter revenue growth
was driven by a 20 percent revenue increase from international business
operations compared to the 1994 quarter.
Energy Services' operating income reached $102.2 million in the 1995 fourth
quarter, a six percent increase compared to $96.6 million earned in the 1994
quarter. Operating income in 1994 benefitted from businesses that were sold and
not included in 1995 results. Improved 1995 profitability is attributable
primarily to higher revenues, but was partially offset by increased expenses to
commercialize new technologies.
The Engineering and Construction business segment's 1995 fourth quarter
revenues were $795.6 million, down two percent compared to 1994. The decline is
largely attributable to a reduction of North Sea related business activity.
Operating income was $22.8 million for the 1995 fourth quarter, an increase of
seven percent compared to the 1994 quarter.
Dick Cheney, chairman of the board and chief executive officer of
Halliburton Company, said, "Financial results for 1995 give a clear indication
that the company's cost reduction, technology and growth strategies have
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contributed strongly to improved performance. However, 1996 is a new year and
our objective is to build upon the successes of last year.
"Currently, the fastest growing petroleum industry markets are outside the
United States and Halliburton is now benefitting from refocusing its resources
on these growing markets. Halliburton Energy Services generated 61 percent of
its revenues in 1995 from international markets compared to 56 percent a year
earlier, while Brown & Root's international engineering and construction
business increased to 44 percent of revenues from 37 percent in 1994.
"Our petroleum industry customers are increasingly optimistic about 1996
and Halliburton will remain alert to capitalize on new challenges and
opportunities as they appear."
Halliburton Company is one of the world's largest diversified energy
services, engineering, maintenance, and construction companies. Founded in 1919,
Halliburton provides a broad range of energy services and products, industrial
and marine engineering and construction services.
# # #
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HALLIBURTON COMPANY
Quarter Ended Twelve Months Ended
December 31 December 31
------------------- -------------------
1995 1994 1995 1994
--------- --------- --------- ---------
Millions of dollars except per share data
Revenues
Energy services $ 741.8 $ 666.6 $2,623.4 $2,514.0
Engineering and
construction services 795.6 811.1 3,075.3 2,996.2
--------- --------- --------- ---------
Total revenues $1,537.4 $1,477.7 $5,698.7 $5,510.2
========= ========= ========= =========
Operating income
Energy services $ 102.2 $ 96.6 $ 313.7 $ 191.8
Engineering and
construction services 22.8 21.4 103.0 67.2
General corporate
expenses (11.6) (5.3) (33.5) (22.9)
--------- --------- --------- ---------
Total operating income 113.4 112.7 383.2 236.1
Interest expense (6.1) (13.5) (46.2) (47.1)
Interest income 3.6 7.7 27.8 16.1
Foreign currency gains
(losses) 0.9 (0.8) 1.5 (16.0)
Gain on sale of
compression - 102.0 - 102.0
Other nonoperating, net (0.2) - 0.3 0.4
--------- --------- --------- ---------
Income from continuing operations
before income taxes and
minority interest 111.6 208.1 366.6 291.5
Provision for income
taxes (39.8) (85.7) (131.9) (119.0)
Minority interest 0.1 (0.2) (0.9) (0.2)
--------- --------- --------- ---------
Income from continuing
operations 71.9 122.2 233.8 172.3
Income (loss) from
discontinued operations,
net of income taxes - 5.3 (65.5) 5.5
--------- --------- --------- ---------
Net income $ 71.9 $ 127.5 $ 168.3 $ 177.8
========= ========= ========= =========
Income (loss) per share*:
Continuing operations $ 0.63 $ 1.07 $ 2.04 $ 1.51
Discontinued operations - 0.05 (0.57) 0.05
Net income 0.63 1.12 1.47 1.56
Average common and
common share equivalents
outstanding 114.9 114.2 114.5 114.2
* Per share amounts are based upon average number of common and common share
equivalents outstanding.
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