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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)
MARCH 3, 1997
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
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.
On March 3, 1997, a press release was issued from the United Kingdom by
Barings Brothers International Limited entitled Halliburton Company Recommended
Cash Offer for OGC International PLC ("OGC") pertaining, among other things, to
an announcement that registrant's wholly-owned subsidiary, Halliburton Holdings
Limited, announced that its recommended cash offer to acquire the whole of the
existing issued share capital of OGC is unconditional as to acceptances and will
remain open until further notice. The press release also announced that, as of
February 28, 1997, valid acceptances of the offer had been received in respect
of approximately 93.3 percent of the outstanding share capital.
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 March 3, 1997.
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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: March 3, 1997 By: /s/ Susan S. Keith
----------------------------------
Susan S. Keith
Vice President, Secretary and
Corporate Counsel
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
20 Press Release of
March 3, 1997 5 of 5
Incorporated by Reference
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PRESS RELEASE
To: City Editors
Embargoed Until 7:30 a.m. 3rd March, 1997 3rd March, 1997
(Not for Distribution to or into the United
States of America, Canada, Australia or Japan)
HALLIBURTON COMPANY
RECOMMENDED CASH OFFER FOR
OGC INTERNATIONAL PLC ("OGC")
OFFER UNCONDITIONAL AS TO ACCEPTANCES
Halliburton Holdings Limited ("Halliburton"), a wholly-owned subsidiary of
Halliburton Company, announces that its recommended cash offer to acquire the
whole of the existing issued share capital of OGC (the "Offer") is unconditional
as to acceptances and will remain open until further notice.
By 3:00 p.m. on Friday, 28th February, 1997 valid acceptances of the Offer had
been received in respect of 56,744,730 OGC shares (representing approximately
93.3 percent of the existing issued share capital of OGC).
Prior to the announcement of the Offer, Halliburton had received irrevocable
undertakings to accept the Offer in respect of 24,574,760 OGC shares
(representing approximately 40.4 percent of the existing issued share capital of
OGC). All of these shares have been validly assented to the Offer.
Prior to the Offer period commencing on 23rd December, 1996 neither Halliburton
Company nor Halliburton nor any persons acting in concert with them owned any
OGC shares or rights over OGC shares nor have they acquired or agreed to acquire
(other than pursuant to the Offer) any OGC shares or rights over OGC shares
during the Offer period.
Press enquiries:
Halliburton Company Guy Marcus 001 214 978 2691
Baring Brothers
International Limited Nicholas Backhouse 0171 767 1000
Persons receiving this press announcement should note that, in connection with
the Offer described above, Baring Brothers International Limited is acting for
Halliburton Company and Halliburton Holdings and no-one else and will not be
responsible to anyone other than Halliburton Company and Halliburton Holdings
for providing the protections afforded to its customers or for providing advice
in relation to the Offer. Baring Brothers International Limited is regulated by
The Securities and Futures Authority Limited.
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