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) OCTOBER 4, 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 Page 1 of 6 pages The Exhibit Index appears on Page 4INFORMATION 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. On October 4, 1996, registrant issued a press release entitled Halliburton Completes Acquisition of Landmark pertaining, among other things, to an announcement that registrant completed its acquisition of Landmark Graphics Corporation. Registrant will issue 0.574 of a share of its common stock for each outstanding share of Landmark's common stock. Based upon shares outstanding on the August 29, 1996 record date registrant will issue approximately 10.1 million shares of its common stock to Landmark shareholders. Registrant will also reserve for issuance an aggregate of approximately 1.8 million shares that may be issued upon the exercise of Landmark stock options. The foregoing summary is subject to the full text of the press release with respect thereto, a copy of which is 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 release dated October 4, 1996. Page 2 of 6 pages The Exhibit Index appears on Page 4 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: October 8, 1996 By: _______________________ Robert M. Kennedy Vice President-Legal Page 3 of 6 pages The Exhibit Index appears on Page 4 EXHIBIT INDEX Exhibit Sequentially Number Description Numbered Page 20 Press Release of October 4, 1996 5 of 6 Incorporated by Reference Page 4 of 6 pages The Exhibit Index appears on Page 4
FOR IMMEDIATE RELEASE Contact - Guy T. Marcus October 4, 1996 Vice President-Inv. Rel. (214) 978-2691 HALLIBURTON COMPLETES ACQUISITION OF LANDMARK DALLAS, Texas -- Halliburton Company (NYSE-HAL) today completed the acquisition of Landmark Graphics Corporation (NASDAQ-LMRK) following the approval and adoption of an agreement and plan of merger by Landmark shareholders. Halliburton will issue 0.574 of a share of its common stock for each outstanding share of Landmark's common stock. Based upon shares outstanding on the August 29, 1996 record date for the Landmark special meeting to approve the acquisition, Halliburton will issue approximately 10.1 million shares of its common stock to Landmark shareholders. Halliburton also will reserve for issuance an aggregate of approximately 1.8 million shares that may be issued upon the exercise of Landmark stock options. Dick Cheney, Halliburton Company's chairman of the board and chief executive officer, said, "Landmark's capabilities and expertise as the leading supplier of integrated exploration and production information systems and professional services to the petroleum industry will complement Halliburton's Page 5 of 6 pages The Exhibit Index appears on Page 4leadership position in providing a broad range of key services designed to meet the current and future needs of the energy industry. Landmark will operate as a separate wholly-owned subsidiary and become part of Halliburton's Energy Services business segment. Bob Peebler will continue as Landmark's president and chief executive officer as we go forward." Bob Peebler commented, "Our customers are enthusiastic because Landmark will continue to provide an integrated suite of innovative software, systems and professional services for finding, producing and managing oil and gas reservoirs. In addition, they'll be able to dramatically shorten cycle times and increase productivity through the integration of data across the entire oilfield lifecycle--from discovery, to delineation, to production." 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. # # # Page 6 of 6 pages The Exhibit Index appears on Page 4