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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)
SEPTEMBER 30, 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 September 30, 1997 registrant issued a press release entitled
Halliburton Completes Acquisition of NUMAR pertaining, among other things, to an
announcement that registrant has completed the acquisition of NUMAR Corporation.
Registrant will exchange 0.9664 of a share of its common stock (after giving
effect to a July 21, 1997 2-for-1 common stock split) for each share of NUMAR.
Registrant will issue approximately 8.2 million shares of its common stock for
all of NUMAR's common stock and approximately 900,000 shares of registrant's
common stock will be reserved for future issuance upon exercise of NUMAR
options.
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 September 30, 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: September 30, 1997 By: /s/ Susan S. Keith
---------------------------------
Susan S. Keith
Vice President and Secretary
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
20 Press Release of 5 of 6
September 30, 1997
Incorporated by Reference
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FOR IMMEDIATE RELEASE Contact: Guy T. Marcus
September 30, 1997 Vice President-Inv. Rel.
(214) 978-2691
HALLIBURTON COMPLETES ACQUISITION OF NUMAR
DALLAS, Texas -- Halliburton Company (NYSE:HAL) announced today that it
completed the acquisition of NUMAR Corporation (NASDAQ:NUMR) immediately
following NUMAR's special meeting of shareholders where the merger was approved.
Under terms of the agreement and plan of merger Halliburton will
exchange 0.9664 of a share of its common stock (after giving effect to a July
21, 1997 2-for-1 Halliburton common stock split) for each share of NUMAR.
Halliburton will issue approximately 8.2 million shares of its common stock for
all of the NUMAR common stock and about 900,000 shares of Halliburton common
stock will be reserved for future issuance upon exercise of NUMAR options.
NUMAR designs, manufactures, and markets a patented, proprietary well
logging device, the Magnetic Resonance Imaging Logging ("MRIL(R)") tool, which
utilizes magnetic resonance imaging technology, widely used in medical
diagnostic imaging devices, to evaluate subsurface rock formations in
newly-drilled oil and gas wells. The MRIL(R) tool is a commercially-available
well logging tool able to measure, in real time at the wellsite, the proportion
of fluid that is free to flow within a
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Halliburton Company 2
formation, effective formation porosity, fluid viscosity and rock grain size, to
perform direct hydrocarbon typing ("DHT(R)") and to derive formation
permeability. Further, a new application introduced in 1996, allows MRIL(R) to
identify clay bound water and thus determine total porosity.
Dick Cheney, Halliburton Company's chairman of the board and chief
executive officer, said, "NUMAR's MRIL(R) technology represents a major
breakthrough to improve open hole wireline logging services for customers
worldwide. The MRIL(R) technology is now being applied to only a small
percentage of wells drilled and future growth opportunities are significant.
Halliburton plans to provide its extensive worldwide infrastructure and
resources to accelerate the application of NUMAR's MRIL(R) technology to
worldwide opportunities."
Cheney also said, "NUMAR will continue as a wholly-owned subsidiary of
Halliburton Company and become part of the company's Energy Services business
segment. NUMAR will continue to be headquartered in Malvern, Pennsylvania and
its management team will remain in place with Dr. Melvin Miller continuing as
president."
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 service and products, industrial
and marine engineering and construction services.
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