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) MAY 28, 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 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 May 28, 1997, registrant issued a press release entitled Halliburton to Acquire Kinhill Holdings pertaining, among other things, to an announcement that registrant's Brown & Root Pty Ltd business unit has offered to purchase for cash all of the outstanding shares of Kinhill Holdings Limited, an Australian public company. The offered cash purchase price is AUD 1.64 per share (about $1.25 U.S.). The consideration, including the purchase of outstanding options and convertible notes, will total about $34 million U.S. The offer will be made by Brown & Root to Kinhill shareholders within the next few days and the shareholders will have 30 days to accept. Brown & Root has already acquired control of 19.99 percent of the issued shares of Kinhill as well as some convertible notes and an existing option to subscribe to 1,375,000 shares. 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 May 28, 1997. 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: May 28, 1997 By: /s/ Susan S. Keith ----------------------------- Susan S. Keith Vice President, Secretary and Corporate Counsel Page 3 of 6 Pages The Exhibit Index Appears on Page 4 EXHIBIT INDEX Exhibit Sequentially Number Description Numbered Page 20 Press Release of May 28, 1997 5 of 6 Incorporated by Reference Page 4 of 6 Pages The Exhibit Index Appears on Page 4
FOR IMMEDIATE RELEASE Contacts-Guy T. Marcus Barbara Johnson May 28, 1997 VP - Inv. Rel. Media Rel. (214)978-2691 (713)676-8097 HALLIBURTON TO ACQUIRE KINHILL HOLDINGS DALLAS, Texas -- Halliburton Company (NYSE-HAL) announced today that its Brown & Root Pty Ltd business unit has offered to purchase for cash all of the outstanding shares of the engineering group Kinhill Holdings Limited, an Australian public company. The offered cash purchase price is AUD1.64 per share (about $1.25 U.S.). The consideration, including the purchase of outstanding options and convertible notes, will total about $34 million U.S. Brown & Root will make the offer to Kinhill shareholders within the next few days, who will then have 30 days to accept. Brown & Root already has acquired control over 19.99 percent of the issued shares of Kinhill, as well as some convertible notes and an existing option to subscribe to 1,375,000 shares. The directors and staff of Kinhill and their related interests hold a major stake in the company. Kinhill, one of Asia's largest engineering services groups, had operating revenues for their most recent fiscal year ended June 30, 1996 of about $123.5 million U.S. (based on current exchange rates) and after-tax profits were $2.1 million. Page 5 of 6 Pages The Exhibit Index Appears on Page 4"Kinhill is a strategic fit for Halliburton's Brown & Root business operations in the Asia/Pacific region," says Dick Cheney, chairman of the board, president and chief executive officer of Halliburton Company. "Their proven engineering record in mining and minerals processing, petroleum and chemicals, water and wastewater, transportation and commercial and civil infrastructure fits well with our growth strategy. Kinhill already has substantial operational experience in markets in Australia, Indonesia, Thailand, Singapore, India and the Philippines." 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. Brown & Root is the engineering and construction arm of Halliburton Company. # # # Page 6 of 6 Pages The Exhibit Index Appears on Page 4