AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 1, 1997
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
REGISTRATION ON FORM S-3 STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------
HALLIBURTON COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 75-2677995
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3600 LINCOLN PLAZA
500 N. AKARD
DALLAS, TEXAS 75201-3391
(214) 978-2600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
LESTER L. COLEMAN
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
HALLIBURTON COMPANY
3600 LINCOLN PLAZA
500 N. AKARD
DALLAS, TEXAS 75201-3391
(214) 978-2600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
COPIES OF CORRESPONDENCE TO:
VINSON & ELKINS L.L.P. SIMPSON THACHER & BARTLETT
FIRST CITY TOWER 425 LEXINGTON AVENUE
HOUSTON, TEXAS 77002-6760 NEW YORK, NEW YORK 10017-3909
(713) 758-2222 (212) 455-2000
ATTN: WILLIAM E. JOOR III ATTN: JOHN B. TEHAN
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective as determined by
market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT PRICE(1)(2) FEE
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Debt Securities.......... $600,000,000 100% $600,000,000 $181,818
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Common Stock, par value
$2.50................... (3) --- --- ---
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(1) Estimated solely for the purpose of determining the registration fee.
(2) If any Debt Securities are issued at an original issue discount, such
greater amount as shall result in the initial offering prices aggregating
$600,000,000.
(3) Also being registered are such indeterminate number of shares of Common
Stock (including such Preferred Share Purchase Rights as may be issued
with the Common Stock) as may be issued upon conversion of the Debt
Securities registered hereby.
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THE REGISTRANT HEREBY FURTHER AMENDS THIS REGISTRATION STATEMENT, AS AMENDED
HEREBY, ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY THE EFFECTIVE DATE
HEREOF UNTIL THE REGISTRATION STATEMENT, AS AMENDED HEREBY, SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(C) OF THE SECURITIES ACT OF 1933, MAY DETERMINE.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED AUGUST 1, 1997
PROSPECTUS
$600,000,000
[LOGO OF HALLIBURTON COMPANY APPEARS HERE]
DEBT SECURITIES
-----------
Halliburton Company (the "Company") may offer and sell from time to time, in
one or more series, its debt securities issued and issuable from time to time
under either of the Indentures, as hereinafter defined (the "Debt Securities"),
with an aggregate initial offering price not to exceed $600,000,000, on terms
to be determined at the time of offering. The specific designation, aggregate
principal amount, ranking as senior or subordinated Debt Securities, maturity,
rate (or method of determining the same) and time of payment of interest, if
any, purchase price, any terms for redemption or repurchase or conversion into
Common Stock, par value $2.50 per share, of the Company ("Common Stock"), the
principal amounts to be purchased by or through agents, dealers or
underwriters, if any, and other special terms in connection with the offering
and sale of the series of Debt Securities in respect of which this Prospectus
is being delivered and any listing of the Debt Securities on a securities
exchange are set forth in the accompanying Prospectus Supplement (the
"Prospectus Supplement") or in the applicable pricing supplement hereto (each,
a "Pricing Supplement").
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
-----------
The Debt Securities may be sold (i) through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate;
(ii) through agents or dealers designated from time to time; or (iii) directly
to purchasers. The names of any underwriters or agents of the Company involved
in the sale of the Debt Securities in respect of which this Prospectus is being
delivered and any applicable commissions or discounts are set forth in the
Prospectus Supplement or in the applicable Pricing Supplement. The net proceeds
to the Company from such sale are also set forth in the accompanying Prospectus
Supplement or in the applicable Pricing Supplement. See "Distribution" for
possible indemnification arrangements for any such underwriters and agents.
, 1997
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith the Company files, reports, proxy statements and other information
with the Securities and Exchange Commission (the "SEC"). Such reports, proxy
statements and other information may be obtained from the web site that the
SEC maintains at http://www.sec.gov. In addition, reports, proxy statements
and other information filed by the Company with the SEC can be inspected and
copied at the public reference facilities maintained by the SEC at Room 1024,
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, as well as at
the regional offices of the SEC at the Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511, and Seven World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material may also
be obtained from the Public Reference Section of the SEC in its Washington,
D.C. office at prescribed rates. The Common Stock is listed on the New York
Stock Exchange. The reports, proxy and information statements and other
information concerning the Company described above may also be inspected at
the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
Reports, proxy statements and other information concerning the Company may
also be obtained electronically through a variety of databases, including,
among others, the SEC's Electronic Data Gathering and Retrieval ("EDGAR")
program, Knight-Ridder Information Inc., Federal Filing/Dow Jones and
Lexis/Nexis.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed with the SEC by the Company under the Securities Act of
1933, as amended (the "Securities Act"). This Prospectus omits certain of the
information contained in the Registration Statement, and reference is hereby
made to the Registration Statement for further information with respect to the
Company and the Debt Securities offered hereby. Any statements contained
herein concerning the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the SEC are not necessarily
complete, and in each instance reference is made to the copy of such document
so filed. Each such statement is qualified in its entirety by such reference.
2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, heretofore filed with the SEC by the Company
pursuant to the Exchange Act, are incorporated herein by reference:
(a) The description of the Common Stock contained in the Registration
Statement on Form 8-B dated December 12, 1996; and
(b) The description of the Company's Preferred Stock Purchase Rights
contained in the Registration Statement on Form 8-B dated December 12,
1996.
In addition, the following documents, heretofore filed with the SEC by the
Company pursuant to the Exchange Act, are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(c) The Company's Current Reports on Form 8-K filed with the Commission
on January 14, 1997, January 23, 1997, January 31, 1997, February 10, 1997,
February 12, 1997, February 14, 1997, February 21, 1997, March 4, 1997,
March 18, 1997, March 31, 1997, April 24, 1997, May 8, 1997, May 9, 1997,
May 21, 1997, May 23, 1997, May 30, 1997, May 30, 1997, June 3, 1997, June
11, 1997, June 13, 1997, July 7, 1997, July 7, 1997, July 7, 1997, July 17,
1997, July 18, 1997, July 22, 1997, July 23, 1997, July 25, 1997 and July
29, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Debt Securities pursuant hereto
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all documents that have been
incorporated by reference in this Prospectus (not including exhibits to the
documents that are incorporated by reference unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates). Requests for such copies should be directed to the office of
the Vice President and Secretary, 3600 Lincoln Plaza, 500 N. Akard, Dallas,
Texas 75201-3391, telephone number (214) 978-2600.
3
THE COMPANY
Halliburton Company, together with its subsidiaries, is a diversified world-
wide services and sales organization. Subsidiaries of the Company render oil
field services, both onshore and offshore, to the petroleum industry. They
also provide engineering, construction, project management, facilities
operation and maintenance services to the petroleum industry and other
industrial and governmental customers. In addition, they manufacture various
products for sale to the petroleum industry, manufacture specialty products
for and render specialty services to general industry.
The Company, together with its subsidiaries, is one of the world's largest
companies providing services to the energy industry. For the year ended
December 31, 1996, approximately 73% of its consolidated revenues was derived
from sales and services to, including construction for, the energy industry.
Subsidiaries of the Company conduct business in more than 100 countries and
approximately 55% of the Company's consolidated revenues for 1996 was derived
from international sales and services.
The Company was incorporated under the laws of the State of Delaware in 1996
as the successor of a company incorporated under the laws of the State of
Delaware in 1924. The Company's principal executive offices are located at
3600 Lincoln Plaza, 500 N. Akard, Dallas, Texas 75201-3391, telephone number
(214) 978-2600.
HOLDING COMPANY REORGANIZATION
The Company succeeded its predecessor (the "Predecessor") in a
reorganization effected on December 12, 1996 (the "Reorganization"), as a
result of which the Company became a holding company the only significant
assets of which are the stock of its operating subsidiaries. In connection
with the Reorganization, the Company, as the new holding company, assumed
certain liabilities and obligations of the Predecessor, including those with
respect to the $200 million in aggregate principal amount of the Predecessor's
outstanding 8.75% Debentures Due February 15, 2021. As a result, both the
Company and the Predecessor are primary obligors with respect to such
Debentures and certain other liabilities and obligations.
Debt Securities sold pursuant hereto will be solely obligations of the
Company. The only significant assets of the Company are the stock of its
subsidiaries, and, as a consequence, any indebtedness of the Company,
including any Debt Securities sold pursuant hereto, will be structurally
subordinated to all of the indebtedness of its subsidiaries. For further
information, see "Description of Debt Securities--Provisions Applicable to
Both Senior and Subordinated Debt Securities--Structural Subordination."
4
STOCK SPLIT
The Company has effected a two-for-one stock split in the form of a 100%
stock dividend paid on July 21, 1997 to holders of the Company's Common Stock
of record on June 26, 1997 (the "Stock Split"). All information relating to
the Company's Common Stock set forth herein, as well as the information set
forth under "Description of Capital Stock--Preferred Stock" and "Description
of Capital Stock--Rights to Purchase Preferred Stock", gives effect to the
Stock Split.
PENDING ACQUISITION
The Company has entered into an Agreement and Plan of Merger dated as of
June 9, 1997 with NUMAR Corporation, a Pennsylvania coporation ("NUMAR"),
pursuant to which a wholly-owned subsidiary of the Company would be merged
with and into NUMAR (the "Merger"). As a result of the Merger, (i) each common
share of NUMAR outstanding immediately prior to the effective time of the
Merger, other than shares of NUMAR Common Stock held directly or indirectly by
the Company or NUMAR and shares held by persons dissenting from the Merger,
will be converted into 0.9664 of one share of Common Stock of the Company and
(ii) NUMAR will become a wholly-owned subsidiary of the Company. Based on the
numbers of shares of Common Stock of the Company and of NUMAR Common Stock
outstanding on July 25, 1997, a maximum of 8,135,678 shares of Common Stock of
the Company will be issuable pursuant to the Merger (assuming no exercise
prior to the effective time of the Merger of NUMAR options and warrants),
representing approximately 3.2% of the total Common Stock of the Company to be
outstanding after such issuance. In addition, the Company will be required to
reserve for issuance an aggregate of approximatley 956,000 shares of Company
Common Stock that may be issued upon the exercise of NUMAR options and
warrants after the effective time of the Merger (assuming no exercise therof
after July 25, 1997 and prior to such effective time).
NUMAR designs, manufactures, and markets a patented, proprietary well
logging device, the Magnetic Resonance Imaging Logging 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 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 formation, effective formation porosity, fluid viscosity and
rock grain size, to perform direct hydrocarbon typing and to derive formation
permeability. At June 30, 1997, NUMAR had consolidated total assets of $34.4
million and consolidated shareholders' equity of $20.8 million and employed
approximately 140 persons.
The Merger is expected to be accounted for as a "pooling of interests" for
financial accounting purposes. The Company believes that, upon consummation of
the Merger, NUMAR will not constitute a "significant subsidiary" as such term
is defined in the rules and regulations of the SEC and, accordingly, the
Company will not restate its financial statements to reflect the Merger.
MEDIUM TERM NOTE PROGRAM
The Company has authorized a Medium Term Note Program pursuant to which the
Company may from time to time offer and sell up to $500 million in medium term
notes. Obligations evidenced by any such medium term notes sold by the Company
from time to time will be reflected in the Company's consolidated financial
statements included in the Company's reports filed with the SEC and
incorporated herein by reference.
USE OF PROCEEDS
Unless otherwise provided in the Prospectus Supplement or the applicable
Pricing Supplement, the net proceeds from the sale of the Debt Securities
offered by this Prospectus, the Prospectus Supplement and any applicable
Pricing Supplement (the "Offered Debt Securities") will be added to the
Company's general funds and used for general corporate purposes, which may
include repayment of debt of the Company, acquisitions by the Company and
loans and advances to, and investments in, subsidiaries of the Company to
provide funds for working capital, repayment of debt and capital expenditures.
Until so utilized, it is expected that such net proceeds will be placed in
interest bearing time deposits or invested in short-term marketable
securities.
5
RATIO OF EARNINGS TO FIXED CHARGES
SIX MONTHS
YEARS ENDED DECEMBER 31, ENDED
-------------------------------------------------------------- JUNE 30,
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----------
(a) (a) 3.3 5.0 6.6 9.1
- --------
(a) Earnings were inadequate to cover fixed charges in 1992 and 1993 by $158.9
million and $199.4 million, respectively.
For purposes of computing the ratio of earnings to fixed charges: (i) fixed
charges consist of interest on debt (whether expensed or capitalized),
amortization of debt discount and expense and a portion of rental expense
determined to be representative of interest and (ii) earnings consist of
income (loss) from continuing operations before provision for income taxes,
minority interest, cumulative effects of accounting changes and extraordinary
items plus fixed charges as described above, adjusted to exclude capitalized
interest and by the excess or deficiency of dividends over income of 50
percent or less owned entities accounted for by the equity method.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement and, if applicable, any Pricing Supplement may relate.
The particular terms of the Offered Debt Securities offered by any Prospectus
Supplement and any applicable Pricing Supplement and the extent, if any, to
which such general provisions do not apply to such Offered Debt Securities
will be described in the Prospectus Supplement and any Pricing Supplement
relating to such Offered Debt Securities.
The Debt Securities will constitute either senior or subordinated debt of
the Company and will be issued, in the case of Debt Securities that will be
senior debt ("Senior Debt Securities"), under a Second Senior Indenture dated
as of December 1, 1996 between the Predecessor and Texas Commerce Bank
National Association, as trustee (the "Trustee"), as supplemented, amended and
modified by that certain First Supplemental Indenture dated as of December 5,
1996 between the Predecessor and the Trustee and the Second Supplemental
Indenture dated as of December 12, 1996 among the Predecessor, the Company and
the Trustee and as further supplemented, amended and modified (the "Second
Senior Debt Indenture"), and, in the case of Debt Securities that will be
subordinated debt ("Subordinated Debt Securities"), under a Subordinated
Indenture dated as of January 2, 1991 between the Predecessor and the Trustee,
as supplemented, amended and modified by the First Supplemental Indenture
dated as of December 12, 1996 among the Predecessor, the Company and the
Trustee and as further supplemented, amended and modified (the "Subordinated
Debt Indenture"). The Second Senior Debt Indenture and the Subordinated Debt
Indenture are sometimes hereinafter referred to individually as an "Indenture"
and collectively as the "Indentures." Texas Commerce Bank National Association
(and any successor thereto as trustee under the Indentures) is hereinafter
referred to as the "Trustee." The Indentures are filed as exhibits to the
Registration Statement of which this Prospectus is a part. The following
summaries of certain provisions of the Indentures and the Debt Securities do
not purport to be complete and such summaries are subject to the detailed
provisions of the applicable Indenture to which reference is hereby made for a
full description of such provisions, including the definition of certain terms
used herein. Section references in parentheses below are to sections in both
Indentures unless otherwise indicated. Wherever particular sections or defined
terms of the applicable Indenture are referenced, such sections or defined
terms are incorporated herein by reference as part of the statement made, and
the statement is qualified in its entirety by such reference. The Indentures
are substantially identical, except for certain covenants of the Company and
provisions relating to subordination and conversion.
In connection with the Reorganization, the Predecessor, the Company and the
Trustee entered into an indenture supplemental to that certain Senior
Indenture dated as of January 2, 1991 between the Predecessor and
6
the Trustee (as so supplemented, the "First Senior Debt Indenture"), pursuant
to which the Company assumed the obligations of the Predecessor and became a
primary obligor, together with the Predecessor, with respect to the $200
million in aggregate principal amount of the Predecessor's outstanding 8.75%
Debentures Due February 15, 2021.
PROVISIONS APPLICABLE TO BOTH SENIOR AND SUBORDINATED DEBT SECURITIES
General. The Debt Securities will be unsecured senior or subordinated
obligations of the Company and may be issued from time to time in one or more
series. Neither of the Indentures limits the amount of Debt Securities that
may be issued thereunder nor does either limit the aggregate unsecured
indebtedness of the Company or any subsidiary thereof or limit the payment of
dividends or the acquisition of stock of the Company.
Unless otherwise set forth in the Prospectus Supplement or any applicable
Pricing Supplement relating to a particular series of Offered Debt Securities,
the Debt Securities will not contain any provisions that may afford holders of
the Debt Securities protection in the event of a change of control of the
Company or in the event of a highly leveraged transaction (whether or not such
transaction results in a change of control of the Company).
Reference is made to the Prospectus Supplement and any applicable Pricing
Supplement for the following terms of and information relating to the Offered
Debt Securities (to the extent such terms are applicable to such Offered Debt
Securities): (i) the title of the Offered Debt Securities; (ii) classification
as Senior Debt Securities or Subordinated Debt Securities, aggregate principal
amount, and denomination; (iii) whether the Offered Debt Securities are
convertible into Common Stock and, if so, the terms and conditions upon which
such conversion will be effected including the initial conversion price or
conversion rate, the conversion period and other conversion provisions in
addition to or in lieu of those described herein; (iv) the date or dates on
which the Offered Debt Securities will mature; (v) the method by which amounts
payable in respect of principal of, premium, if any, or interest, if any, on
or upon the redemption of such Offered Debt Securities may be calculated; (vi)
the interest rate or rates (or the method by which such will be determined),
and the dates from which such interest, if any, will accrue; (vii) the date or
dates on which any such interest will be payable; (viii) the purchase price,
expressed as a percentage of their principal amount, at which any Offered Debt
Securities will be offered; (ix) the place or places where and the manner in
which the principal of, premium, if any, and interest, if any, on the Offered
Debt Securities will be payable and the place or places where the Offered Debt
Securities may be presented for transfer and, if applicable, conversion; (x)
the obligation, if any, of the Company to redeem, repay or purchase the
Offered Debt Securities pursuant to any sinking fund or analogous provisions
or at the option of a holder thereof and the period or periods within which,
the price or prices at which and the terms and conditions upon which the
Offered Debt Securities will be redeemed, repaid or purchased pursuant to any
such obligation; (xi) any applicable United States Federal income tax
consequences; and (xii) any other specific terms of the Offered Debt
Securities, including any additional or different events of default, remedies
or covenants provided with respect to such Offered Debt Securities, and any
terms that may be required by or advisable under applicable laws or
regulations.
In addition, the issue price of Offered Debt Securities that are original
issue discount securities, the amount of the original issue discount with
respect thereto, the manner and rate or rates per annum (which may be fixed or
variable) at which such original issue discount shall accrue, the yield to
maturity represented thereby, the date or dates from or to which or period or
periods during which such original issue discount shall accrue, the portion of
the principal amount of such Offered Debt Securities that will be payable upon
acceleration of the maturity thereof or upon the optional or mandatory
redemption, purchase or exchange thereof and any other specific terms thereof
will be described in the Prospectus Supplement and any applicable Pricing
Supplement relating thereto.
Unless otherwise specified in any Prospectus Supplement, the Debt Securities
will be issued only in fully registered form and in denominations of $1,000
and any integral multiple thereof (Section 2.7). No service charge will be
made for any transfer or exchange of any Debt Securities but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith (Section 2.8).
7
Debt Securities may bear interest at a fixed rate or a floating rate. Debt
Securities bearing no interest or interest at a rate that at the time of
issuance is below the prevailing market rate may be sold at a discount below
their stated principal amount. Special United States Federal income tax
considerations applicable to any such discounted Debt Securities or to certain
Debt Securities issued at par that are treated as having been issued at a
discount for United States Federal income tax purposes will be described in
the applicable Prospectus Supplement.
Structural Subordination. As a result of the Reorganization described under
"The Company -- Holding Company Reorganization," the Company is a holding
company, the only significant assets of which are the stock of its
subsidiaries. As a consequence, any indebtedness of the Company, including
Debt Securities issued under the Second Senior Debt Indenture or the
Subordinated Debt Indenture, will be structurally subordinated to all of the
indebtedness of the Company's subsidiaries.
Global Securities. The Debt Securities of a series may be issued in whole or
in part in the form of one or more global securities ("Global Securities")
that will be deposited with, or on behalf of, a depositary (the "Depositary")
identified in the Prospectus Supplement relating to such series. Global
Securities may be issued only in fully registered form and in either temporary
or permanent form. Unless and until it is exchanged in whole or in part for
the individual Debt Securities represented thereby, a Global Security may not
be transferred except as a whole by the Depositary for such Global Security to
its nominee or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary or nominee of such successor Depositary (Section 2.8).
The specific terms of the depositary arrangement with respect to a series of
Debt Securities will be described in the Prospectus Supplement relating to
such series.
Events of Default. Unless otherwise specified in the Prospectus Supplement,
an Event of Default is defined under each Indenture with respect to the Debt
Securities of any series issued under such Indenture as being: (a) default in
the payment of any interest with respect to Debt Securities of such series
when due, continued for 30 days; (b) default in the payment of principal or
premium, if any, with respect to Debt Securities of such series when due; (c)
default in the payment or satisfaction of any sinking fund obligation with
respect to Debt Securities of such series when due; (d) default in the
performance of any other covenant of the Company applicable to Debt Securities
of such series, continued for 60 days after written notice by the Trustee or
the holders of at least 25% in aggregate principal amount of the Debt
Securities of such series then outstanding; and (e) certain events of
bankruptcy, insolvency or reorganization (Section 5.1). If any Event of
Default shall occur and be continuing, the Trustee or the holders of not less
than 25% in aggregate principal amount of the Debt Securities of such series
then outstanding, by notice in writing to the Company (and to the Trustee, if
given by the holders), may declare the Debt Securities of such series due and
payable immediately, but the holders of a majority in aggregate principal
amount of the Debt Securities of such series then outstanding, by notice in
writing to the Company and the Trustee, may rescind such declaration if the
Company shall have paid or deposited with the Trustee all amounts that shall
have become due, otherwise than through acceleration, for principal, premium,
if any, and interest, if any, and all defaults under such Indenture are cured
or waived (Section 5.1).
Each Indenture provides that no holder of any series of Debt Securities then
outstanding may institute any suit, action or proceeding with respect to, or
otherwise attempt to enforce, such Indenture, unless (i) such holder shall
have given to the Trustee written notice of default and of the continuance
thereof, (ii) the holders of not less than 25% in aggregate principal amount
of such series of Debt Securities then outstanding shall have made written
request to the Trustee to institute such suit, action or proceeding and shall
have offered to the Trustee such reasonable indemnity as it may require with
respect thereto and (iii) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity shall have neglected or refused to
institute any such action, suit or proceeding; provided, however, that,
subject to the subordination provisions applicable to the Subordinated Debt
Securities, the right of any holder of any Debt Security to receive payment of
the principal of, premium, if any, or interest, if any, on such Debt Security,
on or after the respective due dates, or, with respect to any convertible
8
Subordinated Debt Security, the right to convert such Subordinated Debt
Security, or to institute suit for the enforcement of any such payment or
right to convert shall not be impaired or affected without the consent of such
holder (Section 5.4). The holders of a majority in aggregate principal amount
of the Debt Securities of such series then outstanding may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee, provided
that such direction shall not be in conflict with any rule of law or the
Indenture (Section 5.7).
In determining whether the holders of the requisite aggregate principal
amount of outstanding Debt Securities of any or all series have given any
request, demand, authorization or consent under the Indenture, the principal
amount of an original issue discount Debt Security that shall be deemed to be
outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of
acceleration of the maturity thereof.
The Company is required to furnish to the Trustee annually a statement as to
the fulfillment by the Company of all of its obligations under each Indenture
(Section 4.3).
Discharge and Defeasance. Unless otherwise specified in the applicable
Prospectus Supplement, the Company can discharge or defease its obligations
with respect to each series of Debt Securities as set forth below (Article
10).
The Company may discharge all of its obligations (except those set forth
below) to holders of any series of Debt Securities issued under either
Indenture that have not already been delivered to the Trustee for cancellation
and that have either become due and payable or are by their terms due and
payable within one year (or subject to optional redemption within one year) by
depositing with the Trustee cash or U.S. Government Obligations (as defined in
such Indenture), or a combination thereof, as trust funds in an amount
certified to be sufficient to pay when due the principal of, premium, if any,
and interest, if any, on all outstanding Debt Securities of such series and to
make any mandatory sinking fund payments thereon when due.
Unless otherwise provided in the applicable Prospectus Supplement, the
Company may also discharge at any time all of its obligations (except those
set forth below) to holders of any series of Debt Securities issued under
either Indenture (other than convertible Subordinated Debt Securities)
("defeasance") only if, among other things: (i) the Company irrevocably
deposits with the Trustee cash or U.S. Government Obligations, or a
combination thereof, as trust funds in an amount certified to be sufficient to
pay when due the principal of, premium, if any, and interest, if any, on all
outstanding Debt Securities of such series and to make any mandatory sinking
fund payments thereon when due and such funds have been so deposited for 91
days; (ii) such defeasance will not result in a breach or violation of, or
cause a default under, any agreement or instrument to which the Company is a
party or by which it is bound; and (iii) the Company delivers to the Trustee
an opinion of counsel to the effect that the holders of such series of Debt
Securities will not recognize income, gain or loss for United States Federal
income tax purposes as a result of such defeasance and that defeasance will
not otherwise alter the United States Federal income tax treatment of such
holders' principal and interest payments on such series of Debt Securities
(such opinion must be based on a ruling of the Internal Revenue Service or a
change in United States Federal income tax law occurring after the date of
this Prospectus because such an opinion could not be rendered under current
tax law).
Notwithstanding the foregoing, no discharge or defeasance described above
shall affect the following obligations to or rights of the holders of any
series of Debt Securities: (i) rights of registration of transfer and exchange
of Debt Securities of such series; (ii) rights of substitution of mutilated,
defaced, destroyed, lost or stolen Debt Securities of such series; (iii)
rights of holders of Debt Securities of such series to receive payments of
principal thereof and premium, if any, and interest, if any, thereon when due
and to receive mandatory sinking fund payments thereon when due, if any; (iv)
the rights, obligations, duties and immunities of the Trustee; (v) the rights
of holders of Debt Securities of such series as beneficiaries with respect to
property deposited with the Trustee payable to all or any of them; (vi) the
obligations of the Company to maintain an office or agency in respect of Debt
Securities of such series; and (vii) if applicable, the obligations of the
Company with respect to the conversion of Debt Securities of such series into
Common Stock.
9
Modification of the Indenture. Each Indenture provides that the Company and
the Trustee may enter into supplemental indentures without the consent of the
holders of the Debt Securities: (a) to evidence the assumption by a successor
entity of the obligations of the Company under such Indenture; (b) to add
covenants or new events of default for the protection of the holders of such
Debt Securities; (c) to cure any ambiguity or correct any inconsistency in the
Indenture; (d) to establish the form and terms of such Debt Securities; (e) to
evidence the acceptance of appointment by a successor trustee; (f) to amend
the Indenture in any other manner that the Company may deem necessary or
desirable and that will not adversely affect the interests of the holders of
Debt Securities issued thereunder; or (g), in the case of Senior Debt
Securities, to secure such Debt Securities (Section 8.1).
Each Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of Debt Securities of each series then outstanding
and affected, to add any provisions to, or to change in any manner or
eliminate any of the provisions of, such Indenture or modify in any manner the
rights of the holders of the Debt Securities of such series; provided,
however, that the Company and the Trustee may not, without the consent of the
holder of each outstanding Debt Security affected thereby, (a) extend the
stated maturity of the principal of any Debt Security, reduce the amount of
the principal or premium, if any, thereof, reduce the rate, change the method
of determination or extend the time of payment of interest thereon, reduce or
alter the method of computation of any amount payable on or at redemption
thereof, reduce the principal amount of any original issue discount security
payable upon acceleration or provable in bankruptcy, change the coin or
currency in which principal, premium, if any, and interest, if any, are
payable, impair or affect the right to institute suit for the enforcement of
any payment or repayment thereof or, if applicable, adversely affect the right
to convert Debt Securities or any right of prepayment at the option of the
holder or (b) reduce the aforesaid percentage in aggregate principal amount of
Debt Securities of any series issued under such Indenture, the consent of the
holders of which is required for any such modification (Section 8.2).
The Subordinated Debt Indenture may not be amended to alter the
subordination of any outstanding Subordinated Debt Securities without the
consent of each holder of Senior Indebtedness then outstanding that would be
adversely affected thereby (Section 8.6 of the Subordinated Debt Indenture).
Paying Agent and Registrar. The Trustee or an affiliate of the Trustee
initially will act as paying agent and registrar with respect to any series of
Debt Securities issued under an Indenture (Section 3.2).
PROVISIONS APPLICABLE TO SENIOR DEBT SECURITIES
General. Senior Debt Securities will be issued under the Second Senior Debt
Indenture and will rank pari passu with all other unsecured and unsubordinated
debt of the Company.
Certain Definitions. For purposes of the following discussion, the following
definitions are applicable (Article One of the Second Senior Debt Indenture).
"Subsidiary" means any corporation of which the Company, or the Company and
one or more Subsidiaries, or any one or more Subsidiaries, directly or
indirectly own voting securities entitling any one or more of the Company and
its Subsidiaries to elect a majority of the directors of such corporation.
"Principal Property" means any real estate, manufacturing plant, warehouse,
office building or other physical facility, or any item of marine,
transportation or construction equipment or other like depreciable assets of
the Company or of any Restricted Subsidiary, whether owned at or acquired
after the date of the Second Senior Debt Indenture (other than any pollution
control facility), that in the opinion of the Board of Directors is of
material importance to the total business conducted by the Company and its
Restricted Subsidiaries as a whole.
"Restricted Subsidiary" means (a) any Subsidiary existing at the date of the
Second Senior Debt Indenture whose principal assets and business are located
in the United States or Canada, except certain sales financing,
10
real estate and other Subsidiaries so designated, and (b) any other Subsidiary
that is designated by the Company to be a Restricted Subsidiary. In connection
with the Reorganization, the Predecessor, the Subsidiary of the Company to
which the Predecessor transferred all of the outstanding capital stock of
certain Subsidiaries in connection with the Reorganization and certain of such
Subsidiaries have been designated as Restricted Subsidiaries.
"Secured Debt" means indebtedness (other than indebtedness among the Company
and Restricted Subsidiaries) for money borrowed by the Company or a Restricted
Subsidiary, or any other indebtedness of the Company or a Restricted
Subsidiary on which interest is paid or payable, which in any case is secured
by (a) a lien or other encumbrance on any Principal Property of the Company or
a Restricted Subsidiary, (b) a pledge, lien or other security interest on any
shares of stock or indebtedness of a Restricted Subsidiary or (c) in the case
of indebtedness of the Company, a guaranty by a Restricted Subsidiary;
provided, however, that any indebtedness of the Predecessor issued prior to
the Reorganization shall not, by virtue of the assumption of such indebtedness
by the Company at the time of the Reorganization, constitute indebtedness
secured by a guarantee of a Restricted Subsidiary within the meaning of clause
(c) above.
"Consolidated Net Tangible Assets" means the aggregate amount of assets
included on a consolidated balance sheet of the Company and its Restricted
Subsidiaries, less applicable reserves and other properly deductible items and
after deducting therefrom (a) all current liabilities and (b) all goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and
other like intangibles, all in accordance with generally accepted accounting
principles consistently applied.
"Sale and Leaseback Transaction" means the sale or transfer by the Company
or a Restricted Subsidiary of any Principal Property owned by it which has
been in full operation for more than 120 days prior to such sale or transfer
with the intention of taking back a lease on such property (other than a lease
not exceeding 36 months) where the use by the Company or such Restricted
Subsidiary of such property will be discontinued on or before the expiration
of the term of such lease.
Restrictions on Secured Debt. At such time as any series of Senior Debt
Securities has been issued and is outstanding, the Company and its Restricted
Subsidiaries are prohibited from creating, incurring, assuming or guaranteeing
any Secured Debt without equally and ratably securing the Senior Debt
Securities of such series and any other indebtedness of or guaranteed by the
Company or any such Restricted Subsidiary then entitled thereto. The foregoing
restrictions are not applicable to (i) certain purchase money mortgages, (ii)
certain mortgages to finance construction on unimproved property, (iii)
mortgages existing on property at the time of acquisition by the Company or a
Restricted Subsidiary, (iv) mortgages existing on the property or on the
outstanding shares or indebtedness of a corporation at the time it becomes a
Restricted Subsidiary, (v) mortgages on property of a corporation existing at
the time such corporation is merged or consolidated with the Company or a
Restricted Subsidiary, (vi) mortgages in favor of governmental bodies to
secure certain payments of indebtedness or (vii) extensions, renewals or
replacements of the foregoing (Section 3.6 of the Second Senior Debt
Indenture).
Notwithstanding the foregoing restrictions, the Company and any one or more
Restricted Subsidiaries may create, incur, assume or guarantee Secured Debt
not otherwise permitted or excepted without equally and ratably securing the
Senior Debt Securities of each series issued and outstanding under the Second
Senior Debt Indenture if the sum of (a) the amount of such Secured Debt plus
(b) the aggregate value of Sale and Leaseback Transactions (subject to certain
exceptions) does not exceed 5% of Consolidated Net Tangible Assets (Section
3.6 of the Second Senior Debt Indenture).
Limitations on Sale and Leaseback Transactions. At such time as any series
of Senior Debt Securities has been issued and is outstanding, Sale and
Leaseback Transactions are prohibited unless (a) the Company or the Restricted
Subsidiary owning such Principal Property would be entitled to incur Secured
Debt equal to the amount realizable upon the sale or transfer of the property
to be so leased secured by a mortgage on such property without equally and
ratably securing the Senior Debt Securities of such series or (b) an amount
equal to
11
the value of the property so leased is applied to the retirement (other than
mandatory retirement) of the Senior Debt Securities of such series or certain
other funded indebtedness of the Company and its Restricted Subsidiaries
(Section 3.7 of the Second Senior Debt Indenture).
Restrictions on Transfer of Principal Property to Unrestricted Subsidiary.
The Company and its Restricted Subsidiaries are prohibited from transferring
(whether by merger, consolidation or otherwise), except for fair value, any
Principal Property to any Subsidiary that is not a Restricted Subsidiary,
without retiring indebtedness as summarized in clause (b) of the preceding
paragraph (Section 3.8 of the Second Senior Debt Indenture).
Consolidation, Merger, Sale or Conveyance. Under the Second Senior Debt
Indenture, no consolidation or merger of the Company, and no sale of
substantially all of its property, shall be made with or to another
corporation if any Principal Property of the Company or a Restricted
Subsidiary would become subject to any mortgage or lien (other than those
permitted by Section 3.6 of the Second Senior Debt Indenture) unless prior
thereto all Senior Debt Securities then outstanding are secured (equally and
ratably with any other indebtedness of or guaranteed by the Company or any
Restricted Subsidiary then entitled thereto) by a lien on any such Principal
Property and certain other properties (Section 9.2 of the Second Senior Debt
Indenture).
The Board of Directors of the Company has not designated any property of the
Company or of any Restricted Subsidiaries as a Principal Property because, in
the opinion of management of the Company, no single property or asset is of
material importance to the total business of the Company and its Restricted
Subsidiaries taken as a whole.
PROVISIONS APPLICABLE TO SUBORDINATED DEBT SECURITIES
Subordination. The Subordinated Debt Securities will be subordinate and
junior in right of payment, to the extent set forth in the Subordinated Debt
Indenture, to all Senior Indebtedness (as defined below) of the Company. If
the Company should default in the payment of any principal of or premium or
interest on any Senior Indebtedness when the same becomes due and payable,
whether at maturity or at a date fixed for prepayment or by declaration or
otherwise, then, upon written notice of such default to the Company by the
holders of such Senior Indebtedness or any trustee therefor and subject to
certain rights of the Company to dispute such default and subject to proper
notification of the Trustee, unless and until such default shall have been
cured or waived or shall have ceased to exist, no direct or indirect payment
(in cash, property, securities, by set-off or otherwise) will be made or
agreed to be made for principal of, premium, if any, or interest, if any, on
the Subordinated Debt Securities, or in respect of any redemption, retirement,
purchase or other acquisition of the Subordinated Debt Securities, other than
those made in capital stock of the Company (or cash in lieu of fractional
shares thereof) pursuant to any conversion right of the Subordinated Debt
Securities or otherwise made in capital stock of the Company (Sections 14.1,
14.4 and 14.5 of the Subordinated Debt Indenture).
"Senior Indebtedness" is defined in the Subordinated Debt Indenture as
Indebtedness of the Company outstanding at any time except (a) any
Indebtedness as to which, by the terms of the instrument creating or
evidencing the same, it is provided that such Indebtedness is not senior in
right of payment to the Subordinated Debt Securities, (b) the Subordinated
Debt Securities, (c) any Indebtedness of the Company to a wholly-owned
Subsidiary of the Company, (d) interest accruing after the filing of a
petition initiating certain events of bankruptcy or insolvency unless such
interest is an allowed claim enforceable against the Company in a proceeding
under Federal or state bankruptcy laws, and (e) trade accounts payable.
"Indebtedness" is defined in the Subordinated Debt Indenture as, with respect
to any Person, (a)(i) the principal of and premium and interest on
indebtedness for money borrowed of such Person evidenced by bonds, notes,
debentures or similar obligations, including any guaranty by such Person of
any indebtedness for money borrowed of any other Person, whether any such
indebtedness or guaranty is outstanding on the date of the Subordinated Debt
Indenture or is thereafter created, assumed or incurred, (ii) the principal of
and premium and interest on indebtedness for money borrowed, incurred, assumed
or guaranteed by such Person in connection with the acquisition by it or any
of its subsidiaries of any other businesses, properties or other assets and
(iii) lease obligations that such Person
12
capitalizes in accordance with Statement of Financial Accounting Standards No.
13 promulgated by the Financial Accounting Standards Board or such other
generally accepted accounting principles as may be from time to time in
effect, (b) any other indebtedness of such Person, including any indebtedness
representing the balance deferred and unpaid of the purchase price of any
property or interest therein, including any such balance that constitutes a
trade account payable, and any guaranty, endorsement or other contingent
obligation of such Person in respect of any indebtedness of another, that is
outstanding on the date of the Subordinated Debt Indenture or is thereafter
created, assumed or incurred by such Person and (c) any amendments,
modifications, refunding, renewals or extensions of any indebtedness or
obligation described as Indebtedness in clauses (a) and (b) above.
If (i) without the consent of the Company a court shall enter an order for
relief with respect to the Company under the United States Federal bankruptcy
laws or a judgment, order or decree adjudging the Company a bankrupt or
insolvent or an order for relief for reorganization, arrangement, adjustment
or composition of or in respect of the Company under the United States Federal
or state bankruptcy or insolvency laws or (ii) the Company shall institute
proceedings for the entry of an order for relief with respect to the Company
under the United States Federal bankruptcy laws or for an adjudication of
insolvency, shall consent to the institution of bankruptcy or insolvency
proceedings against it, shall file a petition seeking or seek or consent to
reorganization, arrangement, composition or similar relief under any
applicable law, shall consent to the filing of such petition or to the
appointment of a receiver, custodian, liquidator, assignee, trustee,
sequestrator or similar official in respect of the Company or of substantially
all of its property or shall make a general assignment for the benefit of
creditors, then all Senior Indebtedness (including any interest thereon
accruing after the commencement of any such proceedings) must first be paid in
full before any payment or distribution, whether in cash, securities or other
property, is made on account of the principal of, premium, if any, or
interest, if any, on the Subordinated Debt Securities. In such event, any
payment or distribution on account of the principal of, premium, if any, or
interest, if any, on the Subordinated Debt Securities, whether in cash,
securities or other property (other than securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in the
subordination provisions with respect to the Subordinated Debt Securities, to
the payment of all Senior Indebtedness then outstanding and to any securities
issued in respect thereof under any such plan of reorganization or
readjustment), that would otherwise (but for the subordination provisions) be
payable or deliverable in respect of the Subordinated Debt Securities must be
paid or delivered directly to the holders of Senior Indebtedness in accordance
with the priorities then existing among such holders until all Senior
Indebtedness (including any interest thereon accruing after the commencement
of any such proceedings) has been paid in full. If any payment or distribution
on account of the principal of, premium, if any, or interest, if any, on the
Subordinated Debt Securities of any character, whether in cash, securities or
other property (other than securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment the payment of which
is subordinate, at least to the extent provided in the subordination
provisions with respect to the Subordinated Debt Securities, to the payment of
all Senior Indebtedness then outstanding and to any securities issued in
respect thereof under any such plan of reorganization or readjustment), shall
be received by any holder of any Subordinated Debt Securities in contravention
of any of the terms of the Subordinated Debt Indenture and before all the
Senior Indebtedness shall have been paid in full, such payment or distribution
of securities will be received in trust for the benefit of, and must be paid
over or delivered and transferred to, the holders of the Senior Indebtedness
then outstanding in accordance with the priorities then existing among such
holders for application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to pay all such Senior Indebtedness in full. In
the event of any such proceeding, after payment in full of all sums owing with
respect to Senior Indebtedness, the holders of Subordinated Debt Securities,
together with the holders of any obligations of the Company ranking on a
parity with the Subordinated Debt Securities, will be entitled to be repaid
from the remaining assets of the Company the amounts at that time due and
owing on account of unpaid principal of or any premium or any interest on the
Subordinated Debt Securities and such other obligations before any payment or
other distribution, whether in cash, property or otherwise, shall be made on
account of any capital stock or obligations of the Company ranking junior to
the Subordinated Debt Securities and such other obligations (Section 14.1 of
the Subordinated Debt Indenture).
13
By reason of such subordination, in the event of the insolvency of the
Company, holders of Senior Indebtedness may receive more, ratably, than
holders of the Subordinated Debt Securities. Such subordination will not
prevent the occurrence of an Event of Default or limit the right of
acceleration in respect of the Subordinated Debt Securities.
Conversion. Offered Debt Securities that constitute Subordinated Debt
Securities may provide for a right of conversion thereof into Common Stock (or
cash in lieu thereof). The following provisions will apply to Debt Securities
that are convertible Subordinated Debt Securities unless otherwise provided in
the Prospectus Supplement for such Offered Debt Securities.
The holder of any convertible Subordinated Debt Securities will have the
right exercisable at any time prior to maturity, unless such Subordinated Debt
Securities have been previously redeemed or otherwise purchased by the
Company, to convert such Subordinated Debt Securities into shares of Common
Stock at the conversion price or conversion rate set forth in the Prospectus
Supplement, subject to adjustment (Section 13.2 of the Subordinated Debt
Indenture). The holder of convertible Subordinated Debt Securities may convert
any portion thereof which is $1,000 in principal amount or any integral
multiple thereof (Section 13.2 of the Subordinated Debt Indenture).
In certain events, the conversion price or conversion rate will be subject
to adjustment as set forth in the Subordinated Debt Indenture. Such events
include the issuance of shares of Common Stock of the Company as a dividend or
distribution on the Common Stock; subdivisions, combinations and
reclassifications of the Common Stock; the issuance to all holders of Common
Stock of rights or warrants entitling the holders thereof (for a period not
exceeding 45 days) to subscribe for or purchase shares of Common Stock at a
price per share less than the then current market price per share of Common
Stock (as defined in the Subordinated Debt Indenture); and the distribution to
all holders of Common Stock of evidences of indebtedness, equity securities
(including equity interests in the Company's subsidiaries) other than Common
Stock or other assets (excluding cash dividends paid from surplus) or
subscription rights or warrants (other than those referred to above). No
adjustment of the conversion price or conversion rate will be required unless
an adjustment would require a cumulative increase or decrease of at least 1%
in such price or rate (Section 13.4 of the Subordinated Debt Indenture). The
Company has been advised by its counsel, Vinson & Elkins L.L.P., that certain
adjustments in the conversion price or conversion rate in accordance with the
foregoing provisions may result in constructive distributions to either
holders of the Subordinated Debt Securities or holders of Common Stock that
would be taxable pursuant to Treasury Regulations issued under Section 305 of
the Code. The amount of any such taxable constructive distribution will be the
fair market value of the Common Stock which is treated as having been
constructively received, such value being determined as of the time the
adjustment resulting in the constructive distribution is made.
Fractional shares of Common Stock will not be issued upon conversion, but,
in lieu thereof, the Company will pay a cash adjustment based on the then
current market price for the Common Stock (Section 13.3 of the Subordinated
Debt Indenture). Upon conversion, no adjustments will be made for accrued
interest or dividends and therefore convertible Subordinated Debt Securities
surrendered for conversion between the record date for an interest payment and
the interest payment date (except convertible Subordinated Debt Securities
called for redemption on a redemption date during such period) must be
accompanied by payment of an amount equal to the interest thereon which the
registered holder is to receive (Sections 13.2 and 13.4 of the Subordinated
Debt Indenture).
In the case of any consolidation or merger of the Company with or into any
other person (with certain exceptions) or any sale or transfer of all or
substantially all the assets of the Company, the holder of convertible
Subordinated Debt Securities, after the consolidation, merger, sale or
transfer, will have the right to convert such convertible Subordinated Debt
Securities only into the kind and amount of securities, cash and other
property which the holder would have been entitled to receive upon such
consolidation, merger, sale or transfer, if the holder had held the Common
Stock issuable upon conversion of such convertible Subordinated Debt
Securities
14
immediately prior to such consolidation, merger, sale or transfer (Section
13.5 of the Subordinated Debt Indenture).
Consolidation, Merger, Sale or Conveyance. The Subordinated Debt Indenture
permits the Company to consolidate with, or merge into, or transfer
substantially all of its property to, another person provided certain
specified conditions are met (Section 9.1 of the Subordinated Debt Indenture).
CONCERNING THE TRUSTEE
Pursuant to the Trust Indenture Act of 1939, as amended, should a default
occur with respect to either the 8.75% Debentures Due February 15, 2021
outstanding under the First Senior Debt Indenture or any Senior Debt
Securities issued under the Second Senior Debt Indenture, on one hand, or any
Subordinated Debt Securities issued under the Subordinated Debt Indenture, on
the other, Texas Commerce Bank National Association would be required to
resign as trustee under either the First and Second Senior Debt Indentures or
the Subordinated Debt Indenture within 90 days of such default unless such
default were cured, duly waived or otherwise eliminated.
Texas Commerce Bank National Association, the Trustee under the Indentures,
is a depositary for funds of, makes loans to and performs other services for
the Company in the normal course of business.
15
DESCRIPTION OF CAPITAL STOCK
GENERAL
The following descriptions of certain of the provisions of the Restated
Certificate of Incorporation of the Company and of the Restated Rights
Agreement (as defined below) are necessarily general and do not purport to be
complete and are qualified in their entirety by reference to such documents,
which are included or incorporated by reference as exhibits to the
Registration Statement of which this Prospectus is a part. Information set
forth herein has been adjusted to give effect to the Stock Split described
under "The Company--Stock Split."
COMMON STOCK
The Company is authorized to issue 400,000,000 shares of Common Stock, par
value $2.50. As of July 22, 1997, there were 260,069,832 shares of Common
Stock issued and outstanding and approximately 14,500 holders of record of
Common Stock. The holders of Common Stock are entitled to one vote for each
share on all matters submitted to a vote of stockholders. The holders of
Common Stock do not have cumulative voting rights in the election of
directors. Subject to the rights of the holders of Preferred Stock (as defined
below), the holders of Common Stock are entitled to receive ratably such
dividends, if any, as may be declared by the Board of Directors of the Company
out of legally available funds. In the event of liquidation, dissolution or
winding up of the Company, the holders of Common Stock are entitled to share
ratably in all assets of the Company remaining after the full amounts, if any,
to which the holders of outstanding Preferred Stock are entitled. The holders
of Common Stock have no preemptive, subscription, redemptive or conversion
rights. The outstanding shares are fully paid and nonassessable.
PREFERRED STOCK
General. The Company is authorized to issue 5,000,000 shares of Preferred
Stock, without par value (the "Preferred Stock"). No shares of Preferred Stock
are outstanding. The Board of Directors of the Company has authority, without
stockholder approval (subject to a limited exception), to issue shares of
Preferred Stock in one or more series and to determine the number of shares,
designations, dividend rights, conversion rights, voting power, redemption
rights, liquidation preferences and other terms of such series. The issuance
of Preferred Stock, while providing desired flexibility in connection with
possible acquisitions and other corporate purposes, could adversely affect the
voting power of holders of Common Stock and the likelihood that such holders
will receive dividend payments and payments upon liquidation and could have
the effect of delaying, deferring or preventing a change in control of the
Company. The Company has no present plans to issue any Preferred Stock.
Series A Preferred Stock. The Board of Directors of the Company has, in
conjunction with its adoption of the Rights Agreement described below,
designated 2,000,000 shares of Preferred Stock as the Series A Junior
Participating Preferred Stock (the "Series A Preferred Stock"). The terms of
the Series A Preferred Stock are designed so that the value of each two-
hundredth of a share purchasable upon exercise of a Right will approximate the
value of one share of Common Stock. The Series A Preferred Stock is
nonredeemable and will rank junior to all other series of Preferred Stock.
Each whole share of Series A Preferred Stock is entitled to receive a
cumulative quarterly preferential dividend in an amount per share equal to the
greater of (i) $1.00 in cash or (ii), in the aggregate, 200 times the dividend
declared on the Common Stock. In the event of liquidation, the holders of the
Series A Preferred Stock are entitled to receive a preferential liquidation
payment equal to the greater of (i) $100.00 per share or (ii), in the
aggregate, 200 times the payment made on the Common Stock, plus, in either
case, the accrued and unpaid dividends and distributions thereon. In the event
of any merger, consolidation or other transaction in which the Common Stock is
exchanged for or changed into other stock or securities, cash or property,
each whole share of Series A Preferred Stock is entitled to receive 200 times
the amount received per share of Common Stock. Each whole share of Series A
Preferred Stock is entitled to 200 votes on all matters submitted to a vote of
the stockholders of the Company, and holders of Series A Preferred Stock will
generally vote together as one class with the holders of Common Stock and any
other capital stock on all matters submitted to a vote of stockholders of the
Company.
16
RIGHTS TO PURCHASE PREFERRED STOCK
General. Effective as of December 11, 1996, the Board of Directors of the
Company paid a dividend of one preferred share purchase right (a "Right") for
each outstanding share of Common Stock held of record on that date and
approved the further issuance of Rights with respect to all shares of Common
Stock that are subsequently issued, including without limitation the shares of
Common Stock that were issued pursuant to the Reorganization and pursuant to
the Stock Split. The Rights were issued subject to a Rights Agreement dated as
of December 1, 1996 between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (which Rights Agreement has been restated without
amendment to reflect the change of the corporate name of the Company -- the
"Restated Rights Agreement.") Each Right now entitles the registered holder to
purchase from the Company one two-hundredth of a share of Series A Preferred
Stock at a price of $75.00 in cash (the "Purchase Price"), subject to
adjustment. Until the occurrence of certain events described below, the Rights
are not exercisable, will be evidenced by the certificates for Common Stock
and will not be transferable apart from the Common Stock.
The rights and privileges, and the limitations and restrictions thereof, of
Rights issued pursuant to the Restated Rights Agreement are substantively the
same as those of the rights issued under the Second Amended and Restated
Rights Agreement of the Predecessor that was terminated in connection with the
Reorganization.
Detachment of Rights; Exercise. The Rights are currently attached to all
certificates representing outstanding shares of Common Stock and no separate
Right certificates have been distributed. The Rights will separate from the
Common Stock and a distribution date ("Distribution Date") will occur upon the
earlier of (i) ten business days following the public announcement that a
person or group of affiliated or associated persons (an "Acquiring Person")
has acquired beneficial ownership of 15% or more of the outstanding Voting
Shares (as defined in the Restated Rights Agreement) of the Company or (ii)
ten business days following the commencement or announcement of an intention
to commence a tender offer or exchange offer, the consummation of which would
result in the beneficial ownership by a person or group of 15% or more of such
outstanding Voting Shares.
The Rights are not exercisable until the Distribution Date. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights will be mailed to holders of record of Common Stock as of the close
of business on the Distribution Date and such separate certificates alone will
thereafter evidence the Rights.
If a person or group were to acquire 15% or more of the Voting Shares of the
Company, each Right then outstanding (other than Rights beneficially owned by
the Acquiring Person which would become null and void) would become a right to
buy that number of shares of Common Stock (or, under certain circumstances,
the equivalent number of two-hundredths of a share of Series A Preferred
Stock) that at the time of such acquisition would have a market value of two
times the Purchase Price of the Right.
If the Company were acquired in a merger or other business combination
transaction or more than 50% of its consolidated assets or earning power were
sold, proper provision would be made so that each holder of a Right would
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have a
market value of two times the Purchase Price of the Right.
Antidilution and Other Adjustments. The number of shares (or fractions
thereof) of Series A Preferred Stock or other securities or property issuable
upon exercise of the Rights, and the Purchase Price payable, are subject to
customary adjustments from time to time to prevent dilution. The number of
outstanding Rights and the number of shares (or fractions thereof) of Series A
Preferred Stock issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Stock or a stock
dividend on the Common Stock payable in Common Stock or any subdivision,
consolidation or combination of the Common Stock occurring, in any such case,
prior to the Distribution Date.
17
Exchange Option. At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more of the
outstanding Voting Shares of the Company and before the acquisition by a
person or group of 50% or more of the outstanding Voting Shares of the
Company, the Board of Directors may, at its option, issue Common Stock in
mandatory redemption of, and in exchange for, all or part of the then
outstanding and exercisable Rights (other than Rights owned by such person or
group which would become null and void) at an exchange ratio of one share of
Common Stock (or one two-hundreth of a share of Series A Preferred Stock) for
each two shares of Common Stock for which each Right is then exercisable,
subject to adjustment.
Redemption of Rights. At any time prior to the first public announcement
that a person or group has become the beneficial owner of 15% or more of the
outstanding Voting Shares, the Board of Directors of the Company may redeem
all but not less than all the then outstanding Rights at a price of $.01 per
Right (the "Redemption Price"). The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the Board of
Directors of the Company in its sole discretion may establish. Immediately
upon the action of the Board of Directors of the Company ordering redemption
of the Rights, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.
Expiration; Amendment of Rights. The Rights will expire on December 15,
2005, unless earlier extended, redeemed or exchanged. The terms of the Rights
may be amended by the Board of Directors of the Company without the consent of
the holders of the Rights, including an amendment to extend the expiration
date of the Rights, and, provided a Distribution Date has not occurred, to
extend the period during which the Rights may be redeemed, except that, after
the first public announcement that a person or group has become the beneficial
owner of 15% or more of the outstanding Voting Shares, no such amendment may
materially and adversely affect the interests of holders of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without the approval of the Board of Directors of the Company. The Rights
should not, however, interfere with any merger or other business combination
that is approved by the Board of Directors of the Company.
The foregoing description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Restated Rights Agreement, a
copy of which is incorporated by reference as an exhibit to the Registration
Statement and is available free of charge from the Company.
18
DISTRIBUTION
The Company may sell Debt Securities to or through underwriters or dealers
and also may sell Debt Securities directly to one or more other purchasers or
through agents. The Prospectus Supplement sets forth the names of any
underwriters or agents involved in the sale of the Offered Debt Securities and
any applicable commissions or discounts.
Underwriters, dealers or agents may offer and sell the Debt Securities at a
fixed price or prices, which may be changed, or from time to time at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. In connection with the sale of the Debt
Securities, underwriters or agents may be deemed to have received compensation
from the Company in the form of underwriting discounts or commissions and may
also receive commissions from purchasers of the Debt Securities for whom they
may act as agent. Underwriters or agents may sell the Debt Securities to or
through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters or commissions
from the purchasers for whom they may act as agent.
The Debt Securities, when first issued, will have no established trading
market. Any underwriters or agents to or through whom Debt Securities are sold
by the Company for public offering and sale may make a market in such Debt
Securities, but such underwriters or agents will not be obligated to do so and
may discontinue any market making at any time without notice. No assurance can
be given that a trading market will develop or be continued and no assurance
can be given as to the liquidity of any such market.
Any underwriters, dealers or agents participating in the distribution of the
Debt Securities may be deemed to be underwriters, and any discounts and
commissions received by them and any profit realized by them on resale of the
Debt Securities may be deemed to be underwriting discounts and commissions
under the Securities Act. Underwriters, dealers or agents may be entitled,
under agreements entered into with the Company, to indemnification against or
contribution toward certain civil liabilities, including liabilities under the
Securities Act.
LEGAL MATTERS
The legality of the Debt Securities, as well as certain tax matters in
connection therewith, is being passed upon for the Company by Vinson & Elkins
L.L.P., First City Tower, Houston, Texas 77002-6760. Certain legal matters in
connection with the Debt Securities may be passed upon for any underwriters or
dealers by Simpson Thacher & Bartlett (a partnership which includes
professional corporations), 425 Lexington Avenue, New York, New York 10017-
3909.
EXPERTS
The consolidated financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996 incorporated herein
by reference have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
The expenses in connection with the issuance and distribution of the Debt
Securities being registered, other than underwriting discounts and
commissions, are estimated as follows:
Securities and Exchange Commission registration fee................ $ 181,818
Rating agency fees................................................. *
Blue sky fees and expenses......................................... *
Legal fees and expenses............................................ *
Accounting fees and expenses....................................... *
Printing and engraving expenses.................................... *
Miscellaneous expenses............................................. *
- --------
* To be filed by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL"), a Delaware corporation has the power, under specified
circumstances, to indemnify its directors, officers, employees and agents in
connection with threatened, pending or completed actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in right of the corporation), brought against them by
reason of the fact that they were or are such directors, officers, employees
or agents, against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred in any such action, suit or proceeding.
Article X of the Registrant's Restated Certificate of Incorporation, together
with Section 39 of its ByLaws, as amended, provide for indemnification of each
person who is or was made a party to any actual or threatened civil, criminal,
administrative or investigative action, suit or proceeding because such person
is or was an officer or director of the Registrant or is a person who is or
was serving at the request of the Registrant as a director, officer, employee
or agent of another corporation or of a partnership, joint venture, trust or
other enterprise, including service relating to employee benefit plans, to the
fullest extent permitted by the DGCL as it existed at the time the
indemnification provisions of the Registrant's Restated Certificate of
Incorporation and the By-Laws were adopted or as may be thereafter amended.
Section 39 of the Registrant's By-Laws and Article X of its Restated
Certificate of Incorporation expressly provide that they are not the exclusive
methods of indemnification.
Section 39 of the By-Laws provides that the Registrant may maintain
insurance, at its own expense, to protect itself and any director, officer,
employee or agent of the Registrant or of another entity against any expense,
liability or loss, regardless of whether the Registrant would have the power
to indemnify such person against such expense, liability or loss under the
DGCL.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit. Article XV of the Registrant's Restated Certificate
of Incorporation contains such a provision.
The Registrant has entered into indemnification agreements with each of its
directors which provide for indemnification as permitted by the DGCL and
provide that the Registrant will pay certain expenses incurred by
II-1
a director in connection with any threatened, pending or completed action,
suit or proceeding, whether criminal or civil, where the director's
involvement is by reason of the fact that he or she is or was a director of
the Registrant or is a person who is or was serving at the request of the
Registrant as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
relating to employee benefit plans. Such amounts include attorney's fees and
other expenses customarily incurred in connection with legal proceedings and,
in the case of proceedings other than actions by or in the name of the
Registrant, judgments, fines, penalties and amounts paid in settlement
actually and reasonably incurred. A director will be entitled to
indemnification under such agreements if he acted in good faith and in a
manner which he or she reasonably believed was in, or not opposed to, the best
interests of the Registrant, and with respect to any criminal proceeding, has
no reason to believe his conduct was unlawful.
ITEM 16. EXHIBITS.
*1.1 --Underwriting Arrangements.
2.1 --Agreement and Plan of Reorganization dated as of December 11,
1996 among Halliburton Company, Halliburton Hold Co. and
Halliburton Merge Co. (incorporated by reference to Exhibit 1.1
of the Company's Registration Statement on Form 8-B dated
December 12, 1996, File No. 1-03492).
2.2 --Agreement and Plan of Merger dated June 9, 1997 among the
Registrant, Halliburton M.S. Corp. and NUMAR Corporation
(incorporated by reference to Exhibit 2(a) to the Current Report
on Form 8-K of the Registrant filed with the Securities and
Exchange Commission on June 13, 1997).
3.1 --Restated Certificate of Incorporation of the Registrant.
3.2 --By-Laws of the Registrant.
4.1 --Senior Indenture dated as of January 2, 1991 between the
Predecessor and Texas Commerce Bank National Association, as
Trustee (incorporated by reference to Exhibit 4(b) to the
Predecessor's Registration Statement on Form S-3 (File No. 33-
38394) originally filed with the Securities and Exchange
Commission on December 21, 1990), as supplemented and amended by
the First Supplemental Indenture dated as of December 12, 1996
among the Predecessor, the Registrant and the Trustee
(incorporated by refererence to Exhibit 4.1 of the Company's
Registration Statement on Form 8-B dated December 12, 1996, File
No. 1-03492).
4.2 --Second Senior Indenture dated as of December 1, 1996 between the
Predecessor and Texas Commerce Bank National Association, as
Trustee, as supplemented and amended by the First Supplemental
Indenture dated as of December 5, 1996 between the Predecessor
and the Trustee and the Second Supplemental Indenture dated as of
December 12, 1996 among the Predecessor, the Registrant and the
Trustee (incorporated by reference to Exhibit 4.2 of the
Company's Registration Statement on Form 8-B dated December 12,
1996, File No. 1-03492).
*4.3 --Forms of Debt Securities.
4.4 --Subordinated Indenture dated as of January 2, 1991 between the
Predecessor and Texas Commerce Bank National Association, as
Trustee (incorporated by reference to Exhibit 4(c) to the
Predecessor's Registration Statement on Form S-3 (File No. 33-
38394) originally filed with the Securities and Exchange
Commission on December 21, 1990), as supplemented and amended by
the First Supplemental Indenture dated as of December 12, 1996
among the Predecessor, the Registrant and the Trustee
(incorporated by reference to Exhibit 4.3 of the Company's
Registration Statement on Form 8-B dated December 12, 1996, File
No. 1-03492).
II-2
4.5 --Rights Agreement dated as of December 1, 1996 between the
Registrant and ChaseMellon Shareholder Services, L.L.C.
(incorporated by reference to Exhibit 4.4 of the Company's
Registration Statement on Form 8-B dated December 12, 1996, File
No. 1-03492).
4.8 --Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.8 to the Company's Registration Statement on Form S-3
(File No. 33-65772) originally filed with the Securities and
Exchange Commission on July 9, 1993 and as post-effectively
amended on December 5, 1996 and December 18, 1996).
5.1 --Opinion of Vinson & Elkins L.L.P. as to the legality of the
securities being registered.
*8.1 --Opinion of Vinson & Elkins L.L.P. as to certain tax matters.
12.1 --Computation of Ratio of Earnings to Fixed Charges.
23.1 --Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1).
23.2 --Consent of Arthur Andersen LLP.
24.1 --Powers of Attorney.
25.1 --Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of Texas Commerce Bank National Association.
--------
* The Company will file forms of, or final copies of, any
underwriting, distribution or similar agreements, Debt Securities,
supplemental indentures and any related legal opinions not
previously so filed by amendment hereto or as exhibits to a Current
Report on Form 8-K.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-3
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the certificate of incorporation or by-laws of the
Registrant or agreements between the Registrant and its directors or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
of controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on this the 1st day of
August, 1997.
HALLIBURTON COMPANY
By /s/ Richard B. Cheney
-----------------------------------
Richard B. Cheney,
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this the 1st day of August, 1997.
SIGNATURE TITLE
--------- -----
/s/ Richard B. Cheney Chairman of the Board and
- ------------------------------------ Chief Executive Officer and
Richard B. Cheney Director (Principal
Executive Officer)
/s/ Gary V. Morris Executive Vice President and
- ------------------------------------ Chief Financial Officer
Gary V. Morris (Principal Financial
Officer)
/s/ R. Charles Muchmore, Jr. Vice President and
- ------------------------------------ Controller (Principal
R. Charles Muchmore, Jr. Accounting Officer)
* Anne L. Armstrong Director
- ------------------------------------
Anne L. Armstrong
* Lord Clitheroe Director
- ------------------------------------
Lord Clitheroe
* Robert L. Crandall Director
- ------------------------------------
Robert L. Crandall
II-5
SIGNATURE TITLE
--------- -----
* W. R. Howell Director
- ------------------------------------
W. R. Howell
* Dale P. Jones Director
- ------------------------------------
Dale P. Jones
* Delano E. Lewis Director
- ------------------------------------
Delano E. Lewis
* C. J. Silas Director
- ------------------------------------
C. J. Silas
* Roger T. Staubach Director
- ------------------------------------
Roger T. Staubach
* Richard J. Stegemeier Director
- ------------------------------------
Richard J. Stegemeier
/s/ Susan S. Keith
*By: __________________________
Susan S. Keith
Pursuant to
Powers of Attorney
II-6
EXHIBIT INDEX
SEQUENTIAL
NUMBERING
EXHIBIT PAGE NO.
------- ----------
*1.1 --Underwriting Arrangements.
2.1 --Agreement and Plan of Reorganization dated as of
December 11, 1996 among Halliburton Company, Halliburton
Hold Co. and Halliburton Merge Co. (incorporated by
refererence to Exhibit 1.1 of the Company's Registration
Statement on Form 8-B dated December 12, 1996, File No.
1-03492).
2.2 --Agreement and Plan of Merger dated June 9, 1997 among
the Registrant, Halliburton M.S. Corp. and NUMAR
Corporation (incorporated by reference to Exhibit 2(a)
to the Current Report on Form 8-K of the Registrant
filed with the Securities and Exchange Commission on
June 13, 1997).
3.1 --Restated Certificate of Incorporation of the
Registrant.
3.2 --By-Laws of the Registrant.
4.1 --Senior Indenture dated as of January 2, 1991 between
the Predecessor and Texas Commerce Bank National
Association, as Trustee (incorporated by reference to
Exhibit 4(b) to the Predecessor's Registration Statement
on Form S-3 (File No. 33-38394) originally filed with
the Securities and Exchange Commission on December 21,
1990), as supplemented and amended by the First
Supplemental Indenture dated as of December 12, 1996
among the Predecessor, the Registrant and the Trustee
(incorporated by refererence to Exhibit 4.1 of the
Company's Registration Statement on Form 8-B dated
December 12, 1996, File No. 1-03492).
4.2 --Second Senior Indenture dated as of December 1, 1996
between the Predecessor and Texas Commerce Bank National
Association, as Trustee, as supplemented and amended by
the First Supplemental Indenture dated as of December 5,
1996 between the Predecessor and the Trustee and the
Second Supplemental Indenture dated as of December 12,
1996 among the Predecessor, the Registrant and the
Trustee (incorporated by reference to Exhibit 4.2 of the
Company's Registration Statement on Form 8-B dated
December 12, 1996, File No. 1-03492).
*4.3 --Forms of Debt Securities.
4.4 --Subordinated Indenture dated as of January 2, 1991
between the Predecessor and Texas Commerce Bank National
Association, as Trustee (incorporated by reference to
Exhibit 4(c) to the Predecessor's Registration Statement
on Form S-3 (File No. 33-38394) originally filed with
the Securities and Exchange Commission on December 21,
1990), as supplemented and amended by the First
Supplemental Indenture dated as of December 12, 1996
among the Predecessor, the Registrant and the Trustee
(incorporated by reference to Exhibit 4.3 of the
Company's Registration Statement on Form 8-B dated
December 12, 1996, File No. 1-03492).
4.5 --Rights Agreement dated as of December 1, 1996 between
the Registrant and ChaseMellon Shareholder Services,
L.L.C. (incorporated by reference to Exhibit 4.4 of the
Company's Registration Statement on Form 8-B dated
December 12, 1996, File No. 1-03492).
4.8 --Form of Common Stock Certificate (incorporated by
reference to Exhibit 4.8 to the Company's Registration
Statement on Form S-3 (File No. 33-65772) orginally
filed with the Securities and Exchange Commission on
July 9, 1993 and as post-effectively amended on December
5, 1996 and December 18, 1996).
5.1 --Opinion of Vinson & Elkins L.L.P. as to the legality of
the securities being registered.
SEQUENTIAL
NUMBERING
EXHIBIT PAGE NO.
------- ----------
*8.1 --Opinion of Vinson & Elkins L.L.P. as to certain tax
matters.
12.1 --Computation of Ratio of Earnings to Fixed Charges.
23.1 --Consent of Vinson & Elkins L.L.P. (contained in Exhibit
5.1).
23.2 --Consent of Arthur Andersen LLP.
24.1 --Powers of Attorney.
25.1 --Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of Texas Commerce Bank National
Association.
- --------
* The Company will file forms of, or final copies of, any underwriting,
distribution or similar agreements, Debt Securities, supplemental
indentures and any related legal opinions not previously so filed by
amendment hereto or as exhibits to a Current Report on Form 8-K.
EXHIBIT 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
HALLIBURTON COMPANY
Halliburton Company (the "Corporation"), a corporation organized and
existing under the laws of the State of Delaware, hereby certifies as follows:
1. The name of the Corporation is HALLIBURTON COMPANY. HALLIBURTON
COMPANY was originally incorporated under the name HALLIBURTON HOLD CO., and the
original Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on November 7, 1996.
2. Pursuant to Section 245 of the General Corporation Law of the State of
Delaware, this Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Certificate of
Incorporation as theretofore amended or supplemented of the Corporation and
there is no discrepancy between those provisions and the provisions of the
Restated Certificate of Incorporation.
3. The text of the Restated Certificate of Incorporation is as follows:
FIRST: The name of this Corporation is HALLIBURTON COMPANY.
SECOND: The location of its principal office in the State of Delaware is
1209 Orange Street in the City of Wilmington, County of New Castle. The name of
the agent therein and in charge of thereof is THE CORPORATION TRUST COMPANY,
1209 Orange Street, Wilmington, Delaware.
THIRD: The nature of the business, or objects, or purposes to be
transacted, promoted or carried on are:
(a) To acquire, own and hold United States and Foreign Letters patent; and
Licenses thereunder, relating to the cementing and finishing of oil wells, gas
wells and water wells, including processes and machines for mixing cement and
other substances in an efficient manner and forcing same into such wells; and
measuring devices used in the process of cementing wells; and under such patents
and licenses and to conduct the business of cementing and finishing oil wells,
gas and water wells, and to purchase, own and use all necessary and convenient
tools, implements and
1
appliances, including trucks, for the conduct of such business; also such real
and personal property as may be needful in its operations. To transact any of
its business in any part of the world.
(b) To manufacture, sell, lease, use or service any and all kinds of
supplies, tools, appliances, accessories, specialties, machinery and equipment
relating to or useful in connection with the cementing, testing, drilling,
completing, cleaning, repairing or operating oil wells, gas wells and water
wells.
(c) To acquire, own and operate such machinery, apparatus, appliances and
equipment as may be necessary, proper or incidental to the cementing, testing,
completing, repairing, cleaning and operating of oil wells, gas wells and water
wells, or for any of the purposes for which this Corporation is organized.
(d) To apply for, purchase or in any manner to acquire, hold, use, sell,
assign, lease, grant licenses in respect of, mortgage, or otherwise dispose of
letters patent of the United States or any foreign country, patent rights,
licenses and privileges, inventions, improvements, and processes, copyrights,
trademarks, and trade names relating to or useful in connection with any
business of this Corporation, and to work, operate or develop the same, and to
carry on any business, manufacturing or otherwise, which may directly or
indirectly effectuate these objects or any of them.
(e) In general, upon approval of the Board of Directors of the
Corporation, to carry on any other business, including selling, leasing,
manufacturing and servicing, even though unrelated to the objects and purposes
enumerated in paragraphs (a), (b), (c) and (d) hereof, and to have and exercise
all the powers conferred by the laws of Delaware upon corporations, and to have
one or more offices out of the State of Delaware, and to hold, purchase,
mortgage and convey real and personal property out of the State of Delaware, and
to do any or all of the things hereinbefore set forth to the same extent as
natural persons might or could do.
2
(f) The objects and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in no wise limited or restricted by
reference to, or inference from, the terms of any other clause in this
Certificate of Incorporation, but the objects and purposes specified in each of
the foregoing clauses of this article shall be regarded as independent objects
and purposes.
FOURTH: The aggregate number of shares which the Corporation shall have
authority to issue shall be four hundred five million (405,000,000), consisting
of four hundred million (400,000,000) shares of Common Stock of the par value of
Two & 50/100 Dollars ($2.50) per share and five million (5,000,000) shares of
Preferred Stock without par value. The relative rights, preferences and
limitations of the shares of each class are as follows:
(A) PREFERRED STOCK
(1) Shares of the Preferred Stock may be issued in one or more series at
such time or times and for such consideration or considerations as the Board of
Directors may determine and authority is vested in the Board of Directors, by
resolution or resolutions from time to time to establish and designate series,
to issue shares of any such series and to fix the relative, participating,
optional, or other rights, powers, privileges, preferences, and the
qualifications, limitations or restrictions thereof, including, but not limited
to, the following:
(a) The distinctive designation and number of shares comprising any
series, which number may (except where otherwise provided by the Board of
Directors in creating such series) be increased or decreased (but not below
the number of shares thereof then outstanding) from time to time by like
action of the Board of Directors;
(b) The dividend rate or rates on the shares of any series and the
preference or preferences, if any, over any other series (or of any other
series over such series) with respect to dividends, the terms and
conditions upon which such dividends shall be payable,
3
and whether and upon what conditions dividends on the shares of any series
shall be cumulative, and on such shares of any series having cumulative
dividend rights, the date or dates from which dividends on the shares of
such series shall be cumulative;
(c) The terms, if any, upon which the shares of any series shall be
convertible into, or exchangeable for, shares of a different series of
Preferred Stock or for Common Stock including but not limited to the price
or prices or rate of exchange, and conditions of any adjustments thereof,
which price or rate may, but need not, vary according to the time or
circumstances of the conversion or exchange;
(d) Whether or not the shares of any series shall be subject to
purchase or redemption, the time or times when, and the price or prices at
which such shares shall be redeemable as well as the manner for selecting
shares to be redeemed, if less than all of a series is to be redeemed at
any given time, and other terms and conditions of such purchase or
redemption;
(e) The obligation, if any, of the Corporation to purchase or redeem
shares of any series pursuant to a sinking or other fund and the price or
prices which, the period or periods within which and the terms and
conditions upon which the shares of the series shall be redeemed in whole
or in part pursuant to such fund;
(f) The rights to which the holders of shares of any series shall be
entitled upon liquidation, dissolution of, or winding up of the
Corporation, whether the same be a voluntary or involuntary liquidation,
dissolution or winding up of the Corporation.
(g) The voting powers, full or limited, if any, to which the shares
of any series shall be entitled in addition to those required by law,
including without limitation the vote
4
or votes per share and the transaction of any business or of any specified
item of business in connection with which the shares of any series shall
vote as a class;
(h) Any other preferences, privileges and powers and relative,
participating, optional or other rights and qualifications, limitations or
restrictions thereof, of any series not inconsistent herewith or with
applicable law.
(2) The shares of each series of Preferred Stock shall entitle the holders
thereof to receive, when, as and if declared by the Board of Directors out of
funds legally available for dividends, cash dividends at the rate, under the
conditions and for the periods fixed by resolution or resolutions of the Board
of Directors pursuant to authority granted in this Article for each series, and
no more, and so long as any Preferred Stock or any series thereof shall remain
outstanding, no dividends shall be declared or paid upon any shares of the
Common Stock, other than dividends payable in shares of any series or class
subordinate to the Preferred Stock, unless dividends on all outstanding
Preferred Stock of all series fixed by the Board of Directors in accordance with
and pursuant to the authority granted in this Article for each series shall be
paid or set apart for payment.
(3) In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, the holders of the Preferred Stock of each
series then outstanding shall be entitled to receive payment out of the net
assets of the Corporation whether from capital or surplus or both of the
liquidation price fixed for such series by the Board of Directors by resolution,
if any is so fixed, at the time and under the circumstances applicable before
any payment shall be made to the holders of shares of any series of lesser rank
to such series or to holders of shares of Common Stock of the Corporation. If
the stated amounts payable in such event on the Preferred Stock of all series
are not paid in full, the shares of all series of equal rank shall share ratably
in any distribution of assets in accordance with the sums which would be payable
on such distribution if all sums payable
5
were discharged in full. Neither the merger or the consolidation of the
Corporation nor the voluntary sale or conveyance of the Corporation property as
an entirety or any part thereof shall be deemed to be a liquidation, dissolution
or winding up of the Corporation for the purposes of this paragraph.
(4) Except as is otherwise required by law or as otherwise provided in a
resolution or resolutions by the Board of Directors in accordance with the
provisions of this Article, the holders of any series of Preferred Stock shall
not be entitled to vote at any meeting of the stockholders for the election of
Directors or for any other purpose or otherwise to participate in any action
taken by the Corporation or the stockholders thereof, or to receive notice of
any meeting of stockholders. If the holders of any series of Preferred Stock
should become entitled to vote at any meeting of the stockholders for the
election of Directors, no such holder shall have the right of cumulative voting.
(5) Each share of a series of Preferred Stock shall be equal in every
respect to every other share of the same series.
(6) Shares of Preferred Stock which have been purchased or redeemed,
whether through the operation of a sinking fund or otherwise, or which, if
convertible or exchangeable, have been converted into or exchanged for shares of
stock of any other class or series shall have the status of authorized and
unissued shares of Preferred Stock of the same series and may be reissued as a
part of the series of which they were originally a part or may be reclassified
and reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors or as part of any other
series of Preferred Stock, unless otherwise provided with respect to any series
in the resolution or resolutions adopted by the Board of Directors providing for
the issuance of any series of Preferred Stock.
(The Designation, Rights and Preferences of Series A Junior Participating
Preferred Stock, Without Par Value is set forth in Exhibit A hereto.)
6
(B) COMMON STOCK
(1) Subject to the rights of the outstanding Preferred Stock with respect
to the payment of preferential dividends, if any, and after the Corporation
shall have complied with the requirements, if any, with respect to setting aside
sinking or analogous funds as to any series of Preferred Stock, holders of the
Common Stock shall be entitled to receive such dividends as may be declared from
time to time by the Board of Directors out of any funds of the Corporation
legally available therefor.
(2) Upon any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, and after the full amounts, if any, to which
the holders of outstanding Preferred Stock of each series are respectively
preferentially entitled have been distributed or set apart for distribution, all
the remaining assets of the Corporation available for distribution shall be
distributed pro rata to the holders of Common Stock.
(3) Except as may be otherwise required by law or provided by this
Certificate of Incorporation, each holder of Common Stock shall have one vote in
respect of each share of stock held by him on all matters voted upon by the
stockholders.
FIFTH: The name and mailing address of the Incorporator are as follows:
NAME MAILING ADDRESS
---- ---------------
Robert M. Kennedy Halliburton Company
3600 Lincoln Plaza
500 North Akard
Dallas, Texas 75201-3391
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.
7
EIGHTH: Cumulative voting shall not be allowed. Each Stockholder shall be
entitled, at all elections of Directors of this Corporation, to as many votes as
shall equal the number of shares of stock held and owned by him and entitled to
vote at such meeting under this Certificate of Incorporation for as many
Directors as there are to be elected, unless such right to vote in such manner
is limited or denied by other provisions of this Certificate of Incorporation.
Vacancies caused by the death or resignation of any Director and newly
created directorships resulting from any increase in the authorized number of
Directors may be filled by a vote of at least a majority of the Directors then
in office, though less than a quorum, and the Director so chosen shall hold
office until the next annual meeting of the Stockholders.
NINTH: The By-laws may be altered or repealed at any regular meeting of
the Stockholders, or at any special meeting of the Stockholders at which a
quorum is present or represented, provided notice of the proposed alteration or
repeal be contained in the notice of such special meeting, by the affirmative
vote of the majority of the Stockholders entitled to vote at such meeting and
present or represented thereat, or by the affirmative vote of the majority of
the Board of Directors at any regular meeting of the Board, or at any special
meeting of the Board, if notice of the proposed alteration or repeal be
contained in the notice of such special meeting; provided, however, that no
change of the time or place of the meeting for the election of Directors shall
be made within sixty (60) days next before the day on which such meeting is to
be held, and that in case of any change of time or place, notice thereof shall
be given to each Stockholder in person or by letter mailed to his last known
post office address at least twenty (20) days before the meeting is held.
8
Voting for Directors need not be by ballot except upon the demand, at or
before the election, of the holders of ten percent (10%) or more of the shares
in person or by proxy and entitled to vote at such election.
TENTH: The Corporation is hereby authorized to, and shall, indemnify
directors, officers and employees of the Corporation and such other parties as
are set forth below in accordance with the following provisions:
(a) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the
9
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses, including attorneys' fees actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
(c) To the extent that any such person referred to hereinabove has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b), or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
therewith.
(d) Except in those instances where the provisions of subsection (c) of
this Article are applicable, or unless ordered by a court, any indemnification
under subsections (a) and (b) hereof shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of
such person referred to hereinabove is proper in the circumstances because he
has met the applicable standard of conduct set forth in subsections (a) and (b)
of this Article. Such determination shall be made (1) by the Board of Directors
by a majority vote of a quorum
10
consisting of directors who were not parties to such action, suit or proceeding,
or (2) if such a quorum is not obtainable, or, even if obtainable, if a quorum
of disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the Stockholders.
(e) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as
authorized in this Article.
(f) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which any person referred to hereinabove may be
entitled under any By-law, agreement, vote of the Stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to act in any capacity hereinabove named in this Article
and shall inure to the benefit of the heirs, executors and administrators of
such a person.
(g) The indemnification provided by this Article shall not be deemed
exclusive of any other power to indemnify or right to indemnification which the
Corporation or any person referred to hereinabove may have or acquire under the
laws of the State of Delaware including without limitation the General
Corporation Law of Delaware or any amendment thereto or substitute therefor.
(h) The provisions of this Article shall be applicable to claims, actions,
suits or other proceedings referred to in subsections (a) and (b) of this
Article made or commenced after the adoption hereof, whether arising from
conduct or act or omission occurring before or after the adoption hereof.
11
ELEVENTH: Both Stockholders and Directors shall have power, if the By-laws
so provide, to hold their meeting either within or without the State of Delaware
and to keep the books of this Corporation (subject to the provisions of the
Statutes) outside of the State of Delaware at such places as may be from time to
time designated in the By-laws.
TWELFTH: In furtherance and not in limitation of the power conferred by
statute, the Board of Directors of this Corporation are expressly authorized to
fix the amount to be reserved as working capital, to authorize and cause to be
executed mortgages and liens upon the real and personal property belonging to
it.
THIRTEENTH: This Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by statute and all rights conferred on
Stockholders herein are granted subject to this reservation.
FOURTEENTH: No holder of any class of stock of this Corporation shall have
any preemptive or preferential right of subscription or purchase with reference
to the issuance or sale of any class of stock of the Corporation whether now or
hereafter authorized, or of any securities or obligations convertible into or
carrying or evidencing any right to purchase any class of stock of the
Corporation whether now or hereafter authorized.
FIFTEENTH: No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty by such director
as a director; except for any matter in respect of which such director shall be
liable under Section 174 of the Delaware General Corporation Law or any
amendment thereto or successor provision thereof or shall be liable by reason
that, in addition to any and all other requirements for such liability, such
director (i) shall have breached the duty of loyalty to the Corporation or its
stockholders, (ii) in acting or failing to act, shall not have acted in good
faith or shall have acted in a manner involving intentional
12
misconduct or a knowing violation of law or (iii) shall have derived an improper
personal benefit. Neither the amendment nor repeal of this Article FIFTEENTH
shall eliminate or reduce the effect of this Article FIFTEENTH in respect of any
matter occurring, or any cause of action, suit or claim that, but for this
Article FIFTEENTH, would accrue or arise, prior to such amendment or repeal. If
the Delaware General Corporation Law is amended after approval by the
stockholders of this Article FIFTEENTH to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended from
time to time.
4. That this Restated Certificate of Incorporation shall be effective at
9:00 a.m. Eastern Standard Time on June 5, 1997.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
executed on behalf of the Corporation by its Vice President and Secretary this
2nd day of June, 1997.
HALLIBURTON COMPANY
By: /s/ Susan S. Keith
----------------------------
Susan S. Keith
Vice President and Secretary
13
Exhibit A
to Restated Certificate of Incorporation
________________________________________
DESIGNATION,
RIGHTS AND PREFERENCES
OF
SERIES A JUNIOR PARTICIPATING PREFERRED
STOCK, WITHOUT PAR VALUE
of
HALLIBURTON COMPANY
At a meeting of the Board of Directors of Halliburton Company ("Hold Co.")
the following resolution, creating a series of two (2) million shares of
Preferred Stock, designated as Series A Junior Participating Preferred Stock was
duly adopted pursuant to the authority granted to and vested in the Board of
Directors of this corporation in accordance with the provisions of its
Certificate of Incorporation:
RESOLVED, that, pursuant to the authority granted to and vested in the
Board of Directors of Hold Co. in accordance with the provisions of the
Certificate of Incorporation of Hold Co., a series of 2,000,000 shares of
Series A Junior Participating Preferred Stock, without par value, of Hold
Co. (the "Preferred Shares") be, and hereby is, created, and that the
designation and amount thereof and the relative rights, preferences and
limitations thereof (in addition to the provisions set forth in the
Certificate of Incorporation of Hold Co. which are applicable to the
Preferred Stock of all series) are as follows:
I. Designation and Amount. The shares of such series shall be designated
-----------------------
as the "Series A Junior Participating Preferred Stock" (the "Junior Preferred
Stock") and the number of shares constituting such series shall be two (2)
million. Such number of shares may be increased or decreased by resolution of
the Board of Directors; provided, that no decrease shall reduce the number of
--------
shares of Junior Preferred Stock to a number less than that of the shares then
outstanding plus the number of shares issuable upon exercise of outstanding
rights, options or warrants or upon conversion of outstanding securities issued
by the corporation.
II. Dividends and Distributions.
----------------------------
(A) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the
shares of Junior Preferred Stock with respect to dividends, the holders of
shares of Junior Preferred Stock, in preference to the holders of common
stock, $2.50 par value, of the
corporation (the "Common Stock") and of any other stock ranking junior (as
to dividends) to Junior Preferred Stock, shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds legally
available for the purpose, cumulative quarterly dividends payable in cash
or in kind, as hereinafter provided, on the last day of March, June,
September and December in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Junior Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $1.00 (payable in
cash) or (b) subject to the provision for adjustment hereinafter set forth,
100 times the aggregate per share amount (payable in cash) of all cash
dividends, and 100 times the aggregate per share amount (payable in kind)
of all non-cash dividends or other distributions, other than a dividend
payable in shares of Common Stock (by reclassification or otherwise),
declared on the Common Stock since the immediately preceding Quarterly
Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share
of Junior Preferred Stock. If the corporation shall at any time declare or
pay any dividend on Common Stock payable in shares of Common Stock or
effect a subdivision or combination of the outstanding shares of Common
Stock (by reclassification or otherwise), into a greater or lesser number
of shares of Common Stock, then in each such case the amount to which
holders of shares of Junior Preferred Stock were entitled immediately prior
to such event under clause (b) of the preceding sentence shall be adjusted
by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that
was outstanding immediately prior to such event.
(B) The corporation shall declare a dividend or distribution on the
Junior Preferred Stock as provided in paragraph (A) of this Section
immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock); provided
that, if no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per
share on the Junior Preferred Stock shall nevertheless accrue and be
cumulative on the outstanding shares of Junior Preferred Stock as provided
in paragraph (C) of this Section.
(C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Junior Preferred Stock from the Quarterly Dividend Payment Date
next preceding the date of issue of such shares of Junior Preferred Stock,
unless the date of issue of such shares is prior to the record date for the
first Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date
after the record date for the determination of holders of shares of Junior
Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly
A-2
Dividend Payment Date, in either of which events such dividends shall begin
to accrue and be cumulative from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on the
shares of Junior Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share by share basis among all such shares at the
time outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Junior Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which
record date shall be not more than 60 days prior to the date fixed for the
payment thereof.
III. Voting Rights. The holders of shares of Junior Preferred Stock
--------------
shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth,
each share of Junior Preferred Stock shall entitle the holder thereof to
100 votes on all matters submitted to a vote of the shareholders of the
corporation. If the corporation shall at any time declare or pay any
dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or combination of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then in each such case the number of votes per share to which
holders of shares of Junior Preferred Stock were entitled immediately prior
to such event shall be adjusted by multiplying such number by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such
event.
(B) Except as otherwise provided in the Certificate of Incorporation
or by law, the holders of shares of Junior Preferred Stock and the holders
of shares of Common Stock shall vote together as one class on all matters
submitted to a vote of shareholders of the corporation.
IV. Certain Restrictions.
---------------------
(A) Whenever quarterly dividends or other dividends or distributions
payable on the Junior Preferred Stock as provided in Section II are in
arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Junior Preferred Stock
outstanding shall have been paid in full, the corporation shall not:
(i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any
shares of stock ranking junior (as to dividends) to the Junior
Preferred Stock;
A-3
(ii) declare or pay dividends on or make any other distributions on
any shares of stock ranking on a parity (as to dividends) with
the Junior Preferred Stock, except dividends paid ratably on
the Junior Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then
entitled; or
(iii) purchase or otherwise acquire for consideration any shares of
Junior Preferred Stock, or any shares of stock ranking on a
parity (as to dividends) with the Junior Preferred Stock,
except in accordance with a purchase offer made in writing or
by publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith
will result in fair and equitable treatment among the
respective series or classes.
(B) The corporation shall not permit any subsidiary of the corporation
to purchase or otherwise acquire for consideration any shares of stock of
the corporation unless the corporation could, under paragraph (A) of this
Section IV, purchase or otherwise acquire such shares at such time and in
such manner.
V. Reacquired Shares. Any shares of Junior Preferred Stock purchased or
------------------
otherwise acquired by the corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof. All such shares shall
upon their cancellation become authorized but unissued shares of Preferred Stock
and may be reissued as part of a series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors, subject to the conditions
and restrictions on issuance set forth herein.
VI. Liquidation, Dissolution or Winding Up. Upon any liquidation,
---------------------------------------
dissolution or winding up of the corporation, no distribution shall be made (1)
to the holders of shares of stock ranking junior (as to amounts payable upon
liquidation, dissolution or winding up) to the Junior Preferred Stock unless,
prior thereto, the holders of Junior Preferred Stock shall have received an
amount per share (rounded to the nearest cent) equal to the greater of (a)
$100.00 per share, or (b) an amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of Common Stock, plus, in either case, an
amount equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment, or (2) to the holders of stock
ranking on a parity (as to amounts payable or upon liquidation, dissolution or
winding up) with the Junior Preferred Stock, except distributions made ratably
on the Junior Preferred Stock and all other such parity stock in proportion to
the total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. If the corporation shall at any time
declare or pay any
A-4
dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or combination of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of
Common Stock, then in each such case the aggregate amount to which holders of
shares of Junior Preferred Stock were entitled immediately prior to such event
under the provision in clause (1) (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
VII. Consolidation, Merger, etc. If the corporation shall enter
---------------------------
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash or any other property, or any combination thereof, then in any
such case the shares of Junior Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash or any other property, or any combination thereof, into
which or for which each share of Common Stock is changed or exchanged. If the
corporation shall at any time declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or combination of the
outstanding shares of Common Stock (by reclassification or otherwise) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Junior Preferred Stock shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.
VIII. No Redemption. The shares of Junior Preferred Stock shall
--------------
not be redeemable. So long as any shares of Junior Preferred Stock remain
outstanding, the corporation shall not purchase or otherwise acquire for
consideration any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Junior Preferred Stock unless the
corporation shall substantially concurrently also purchase or acquire for
consideration a proportionate number of shares of Junior Preferred Stock.
IX. Rank. Except as otherwise provided in its Certificate of
-----
Incorporation, the corporation may authorize or create any series of Preferred
Stock ranking prior to or on a parity with the Junior Preferred Stock as to
dividends or as to distribution of assets upon liquidation, dissolution or
winding up.
X. Amendment. The Certificate of Incorporation of the corporation
---------
shall not be amended in any manner which would materially alter or change the
powers, preferences or special rights of the Junior Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of a majority
of the outstanding shares of Junior Preferred Stock, voting together as a single
class.
The foregoing resolution was adopted by the Board of Directors of the
corporation, pursuant to the authority vested in it by the Certificate of
Incorporation of the corporation, at a meeting of the
A-5
Board of Directors duly held on the 5th day of December, 1996 and the Original
Certificate of Designation, Rights and Preferences or Series A Junior
Participating Preferred Stock, Without Par Value was filed with the Secretary of
State of the State of Delaware on December 11, 1996.
A-6
EXHIBIT 3.2
HALLIBURTON COMPANY
BY-LAWS
AS AMENDED
Offices
-------
1. The registered office of the Corporation required by the Delaware
General Corporation Law to be maintained in the State of Delaware shall be in
the City of Wilmington, County of New Castle, State of Delaware, or at such
other office (which need not be a place of business or principal office of the
Corporation) as may be designated from time to time by the Board of Directors in
the manner provided by law, and the name of the agent in charge thereof shall be
The Corporation Trust Company. The Corporation shall also have offices in the
Cities of Dallas and Houston, State of Texas, in the City of Duncan, State of
Oklahoma, and at such other places as the Board of Directors may, from time to
time, appoint.
Seal
----
2. The corporate seal shall have inscribed thereon around the margin the
words "Halliburton Company" and "Delaware" and across the center thereof the
words "Corporate Seal".
Stockholders' Meetings
----------------------
3. All meetings of the stockholders for the election of Directors shall be
held in the City of Dallas, State of Texas, at such place as may be fixed from
time to time by the Board of Directors or at such other place either within or
without the State of Delaware as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting. Meetings of
1
stockholders for any other purpose may be held at such time and place within or
without the State of Delaware, as shall be stated in the notice of the meeting.
4. Annual meetings of the stockholders shall be held on the third Tuesday
in the month of May each year if not a legal holiday, and if a legal holiday,
then on the next succeeding business day, at 9:00 a.m., or at such other date
and time as shall be designated, from time to time, by the Board of Directors
and stated in the notice of meeting, at which time they shall elect by a
plurality vote a Board of Directors, in the manner provided for in the
Certificate of Incorporation, and transact such other business as may be brought
before the meeting.
5. At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board, (ii) otherwise properly brought before the meeting by or at the
direction of the Board, or (iii) otherwise properly brought before the meeting
by a stockholder. In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary.
To be timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation, not less than ninety (90)
days prior to the first anniversary date of the immediately preceding annual
meeting of stockholders of the Corporation. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting, (a) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (b) the
2
name and address, as they appear on the Corporation's books, of the stockholder
proposing such business, (c) the class and number of shares of the Corporation
which are beneficially owned by the stockholder, (d) a representation that the
stockholder or a qualified representative of the stockholder intends to appear
in person at the meeting to bring the proposed business before the annual
meeting, and (e) any material interest of the stockholder in such business.
Notwithstanding anything in the By-laws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 5; provided, however, that nothing in this
Section 5 shall be deemed to preclude discussion by any stockholder of any
business properly brought before the annual meeting in accordance with said
procedure.
The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 5, and if
he should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing provisions of this Section 5, a
stockholder shall also comply with all applicable requirements of the Securities
and Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder with respect to the matters set forth in this Section 5.
6. Only persons who are nominated in accordance with the following
procedures shall be eligible for election as Directors. Nominations of persons
for election to the Board of Directors of the Corporation may be made at a
meeting of stockholders (i) by or at the direction of the Board
3
of Directors by any nominating committee or person appointed by the Board or
(ii) by any stockholder of the Corporation entitled to vote for the election of
Directors at the meeting and who complies with the notice procedures set forth
in this Section 6. Such nominations, other than those made by or at the
direction of the Board, shall be made pursuant to timely notice in writing to
the Secretary. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation (a)
with respect to an election to be held at the annual meeting of stockholders,
not less than ninety (90) days prior to the first anniversary date of the
immediately preceding annual meeting of stockholders of the Corporation and (b)
with respect to an election to be held at a special meeting of stockholders, not
later than the close of business on the tenth (10th) day following the day on
which notice of the date of the special meeting was mailed to stockholders or
public disclosure of the date of the special meeting was made, whichever first
occurs. Such stockholder's notice to the Secretary shall set forth (x) as to
each person whom the stockholder proposes to nominate for election or re-
election as a Director, (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class and number of shares of capital stock of the Corporation
which are beneficially owned by the person, and (iv) all other information
relating to the person that is required to be disclosed in solicitations for
proxies for election of Directors, or is otherwise required, pursuant to
Regulation 14A under the Securities Exchange Act of 1934 as amended (including
such person's written consent to being named in the proxy statement as a nominee
and to serve as a Director, if elected; and (y) as to the stockholder giving the
notice (i) the name and address, as they appear on the Corporation's books, of
such stockholder and (ii) the class and
4
number of shares of capital stock of the Corporation which are beneficially
owned by the stockholder. The Corporation may require any proposed nominee to
furnish such other information as may reasonably be required by the Corporation
to determine the eligibility of such proposed nominee to serve as Director of
the Corporation. Other than Directors chosen pursuant to the provisions of
Section 13, no person shall be eligible for election as a Director of the
Corporation unless nominated in accordance with the procedures set forth herein.
The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
Notwithstanding the foregoing provisions of this Section 6, a
stockholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in this Section 6.
7. The holders of a majority of the voting stock issued and outstanding,
present in person, or represented by proxy shall constitute a quorum at all
meetings of the stockholders for the transaction of business.
8. At each meeting, every stockholder shall be entitled to vote in person
or by proxy and shall have one (1) vote for each share of voting stock
registered in his name on the stock books except as provided in Section 13
hereof.
5
9. Written notices of the annual meeting shall be mailed not less than
ten (10) nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting directed to his address as it
appears on the records of the Corporation.
10. A complete list of the stockholders entitled to vote at each meeting of
the stockholders, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder shall be prepared and shall be open to the examination of any
stockholder, for any purpose germane to the meeting during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of meeting, or, if not so specified, at the place where
the meeting is to be held. The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present.
11. Special meetings of the stockholders may be called by the Chairman of
the Board, by the President (if a Director), by the Board of Directors, or by
stockholders owning a majority in the amount of the entire stock of the
Corporation with voting privileges issued and outstanding.
12. Written notice of a special meeting of stockholders shall be mailed not
less than ten (10) nor more than fifty (50) days before the date of the meeting
to each stockholder entitled to vote at such meeting directed to his address as
it appears on the records of the Corporation.
13. Cumulative voting shall not be allowed. Each stockholder shall be
entitled, at all elections of Directors of the Corporation, to as many votes as
shall equal the number of shares of stock held and owned by him and entitled to
vote at such meeting under Article EIGHTH of the
6
Certificate of Incorporation, as amended, for as many Directors as there are to
be elected, unless such right to vote in such manner is limited or denied by
other provisions of the Certificate of Incorporation.
Vacancies caused by the death or resignation of any Director and newly
created directorships resulting from any increase in the authorized number of
Directors may be filled by a vote of at least a majority of the Directors then
in office, though less than a quorum, and the Directors so chosen shall hold
office until the next annual meeting of the stockholders.
Directors
---------
14. The property and business of the Corporation shall be managed by its
Board of Directors. The number of Directors which shall constitute the whole
Board shall not be less than eight (8) nor more than twenty (20). Within the
limits above specified, the number of Directors shall be determined by
resolution of the Board of Directors or by the stockholders at the annual
meeting. Each Director shall be elected to serve for the term of one (1) year
and until his successor shall be elected and shall qualify.
15. The Directors shall hold their meetings in Dallas, Texas, and at such
other places as they may designate, and may keep the books of the Corporation
outside of Delaware, in the City of Dallas, Texas, or at such other places as
they may, from time to time, determine.
16. In addition to the powers and authorities by these By-laws expressly
conferred upon them, the Board may exercise all such powers of the Corporation
and do all such lawful acts and
7
things as are permitted by the Certificate of Incorporation and not by statute
required to be exercised or done by the stockholders.
17. Each member of the Board shall be paid such fee as the Board of
Directors may, from time to time, by resolution determine.
Meetings of the Board
---------------------
18. Immediately after each annual stockholders' meeting, the newly elected
Board shall meet and for the ensuing year elect such officers with such titles
and duties as may be necessary to enable the Corporation to sign instruments and
stock certificates which comply with Sections 103(a)(2) and 158 of Chapter 1,
General Corporation Laws of the State of Delaware, and may elect such other
officers as may be specified in these By-laws or as may be determined by the
Board and shall attend to such other business as may come before the Board.
19. Regular meetings of the Board may be held without notice at such time
and place as shall be determined by the Board.
20. At all meetings of the Board, a majority of Directors shall be
necessary to constitute a quorum.
21. Special meetings of the Board may be called by the Chairman of the
Board or the President (if a Director) upon one (1) day's notice to each
Director either personally or in the manner permitted by Section 34 hereof.
Special meetings shall be called by the Chairman of the Board, the President or
Secretary in like manner and on like notice on the written request of two (2)
Directors.
8
Officers
--------
22. The officers of the Corporation shall be a Chairman of the Board, a
President, one or more Vice Presidents (any one or more of whom may be
designated Executive Vice President or Senior Vice President), a Secretary, a
Treasurer, a Controller, one or more Assistant Secretaries, and, if the Board of
Directors so elects, one or more Vice Chairmen. Such officers shall be elected
or appointed by the Board of Directors. All officers as between themselves and
the Corporation, shall have such authority and perform such duties in the
management of the Corporation as may be provided in these By-laws, or, to the
extent not provided, as may be prescribed by the Board of Directors or by the
Chairman of the Board acting under authority delegated to him by the Board.
23. The Chairman of the Board shall be a member of the Board. The other
officers need not be members of the Board. Any two (2) or more offices may be
held by the same person.
24. The Board may elect or appoint such other officers and agents as it may
deem necessary, who shall have such authority and shall perform such duties as
shall be prescribed by the Board.
25. The officers of the Corporation shall hold office for one (1) year from
date of their election and until their successors are chosen and qualify. Any
officer elected or appointed by the Board may be removed at any time by the
affirmative vote of a majority of the whole Board.
Vacancies
---------
26. If any office of the Corporation is vacant for any reason, the Board of
Directors may choose a successor, who shall hold office for the unexpired term,
or the powers or duties of any such office may be delegated as the Board may
determine.
9
Duties of Officers May Be Delegated
-----------------------------------
27. In case of the absence, inability or refusal to act of any officer, the
Board may delegate the powers or duties of such officer to any other officer,
for the time being.
Certificate of Stock
--------------------
28. The Board of Directors may make such rules and regulations as it may
deem expedient for the issuance, transfer and registration of certificates for
shares of stock of the Corporation, including the appointment of transfer agents
and registrars.
Such certificates shall be numbered and entered on the books of the
Corporation as they are issued, and shall set forth the holder's name and number
of shares and shall be impressed with the corporate seal or bear a facsimile
thereof, and shall be signed by the Chairman of the Board, the President or any
Vice President and the Secretary or Assistant Secretary of the Corporation and
countersigned by an independent transfer agent and registered by an independent
registrar. Any or all of the signatures may be facsimiles unless the regulations
of the New York Stock Exchange then in effect shall require to the contrary. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall cease to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.
10
Transfer of Stock
-----------------
29. Transfer of stock shall be made on the books of the Corporation only
upon written order of the person named in the certificate or his attorney,
lawfully constituted in writing and upon surrender of such certificate.
30. In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board may fix, in advance, a record date, which shall not be more
than sixty (60) nor less than ten (10) days before the date of such meeting, nor
more than sixty (60) days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board may fix a new record date for the adjourned meeting.
31. All checks, unless otherwise directed by the Board, shall be signed by
the Treasurer or Assistant Treasurer and countersigned by the Chairman of the
Board, President, any Vice President or the Controller. The Treasurer or
Assistant Treasurer, Chairman of the Board, President, any Vice President, the
Controller, or any one of them, may appoint such officers or employees of the
Corporation as the one or ones so making the appointment shall deem advisable to
audit and approve Corporation vouchers and checks and to sign such checks with
an approved mechanical check-signer. Any officer or employee so designated to
audit, approve or sign checks
11
shall execute a bond to the Corporation in such amount as the Directors, from
time to time, may designate, and with sureties satisfactory to the Directors.
All notes, debentures and bonds, unless otherwise directed by the Board, or
unless otherwise required by law, shall be signed by the Treasurer or Assistant
Treasurer and countersigned by the Chairman of the Board, President or any Vice
President.
Dividends
---------
32. Dividends upon the capital stock, when earned, may be declared by the
Board at any regular or special meeting.
33. Before payment of any dividend, there shall be set aside out of the
surplus or net profits of the Corporation such sum or sums as the Directors,
from time to time, think proper as a reserve fund to meet contingencies, or for
such other purposes as the Directors shall think conducive to the interest of
the Corporation.
34. Whenever, under the provisions of these By-laws, notice is required to
be given it shall not be construed to mean personal notice, but such notice may
be given in writing by mail, addressed to such stockholder, officer or Director,
at such address as appears on the records of the Corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Notice may also be given
by prepaid telegram, telex or facsimile transmission, which notice shall be
deemed to have been given when sent or transmitted.
35. Any stockholder, Director or officer may waive any notice required to
be given under these By-laws.
12
36. These By-laws may be altered or repealed at any regular meeting of the
stockholders, or at any special meeting of the stockholders at which a quorum is
present or represented, provided notice of the proposed alteration or repeal be
contained in the notice of such special meeting, by the affirmative vote of the
majority of the stockholders entitled to vote at such meeting and present or
represented thereat, or by the affirmative vote of the majority of the Board of
Directors at any regular meeting of the Board, or at any special meeting of the
Board, if notice of the proposed alteration or repeal be contained in the notice
of such special meeting; provided, however, that no change in these By-laws
setting the time or place of the meeting for the election of Directors shall be
made within sixty (60) days next before the day on which such meeting is to be
held, and that in case of any change in such time or place, notice thereof shall
be given to each stockholder in person or by letter mailed to his last known
post office address at least twenty (20) days before the meeting is held.
Provisions for National Emergencies
-----------------------------------
37. During periods of emergency resulting from an attack on the United
States or on a locality in which the Corporation conducts its business or
customarily holds meetings of its Board of Directors or its stockholders, or
during any nuclear or atomic disaster, or during the existence of any
catastrophe, or other similar emergency condition, the following provisions
shall apply notwithstanding any different provisions elsewhere contained in
these By-laws:
(a) Whenever, during such emergency and as a result thereof, a quorum
of the Board of Directors or a standing committee thereof cannot readily be
convened for action, a meeting of such Board or committee thereof may be called
by any officer or Director by a notice of
13
the time and place given only to such of the Directors as it may be feasible to
reach at the time and by such means as may be feasible at the time, including
publications or radio. The Director or Directors in attendance at the meeting
shall constitute a quorum; provided, however, that the officers or other persons
present who have been designated on a list approved by the Board before the
emergency, all in such order of priority and subject to such conditions and for
such period of time as may be provided in the resolution approving such list, or
in the absence of such a resolution, the officers of the Corporation who are
present, in order of rank, and within the same rank in order of seniority, shall
to the extent required to provide a quorum be deemed Directors for such meeting.
(b) The Board, either before or during any such emergency, may provide,
and from time to time modify, lines of succession in the event that during such
emergency any or all officers or agents of the Corporation shall for any reason
be rendered incapable of discharging their duties.
(c) The Board either before or during any such emergency, may,
effective in the emergency, change the head office or designate several
alternative head offices or regional offices, or authorize the officers so to
do.
(d) No officer, Director or employee acting in accordance with this
article shall be liable except for willful misconduct.
(e) To the extent not inconsistent with this article, all other
articles of these By-laws shall remain in effect during any emergency described
in this article and upon its termination the provisions of this article covering
the duration of such emergency shall cease to be operative.
14
Divisions and Divisional Officers
---------------------------------
Groups and Group Officers
-------------------------
38. (a) Divisions of the Corporation may be formed, and existing divisions
dissolved, by resolution of the Board of Directors of the Corporation or through
designation in writing by the Chairman of the Board.
The Chairman of the Board, or his delegate, shall supervise the
management and operations of its divisions and shall have the authority to
appoint the officers thereof and the power to remove them and to fill any
vacancies.
To the extent not inconsistent with these By-laws or a resolution of
the Board of Directors of the Corporation, the officers of each division shall
perform such duties and have such authority with respect to the business and
affairs of that division as may be granted, from time to time, by the Chairman
of the Board, or his delegate. With respect to the affairs of such division and
in the regular course of business of such division, officers of each division
may sign contracts and other documents in the name of the division, where so
authorized; provided, however, subject to the provisions of the next succeeding
sentence of this Paragraph, that an officer of one division shall not have
authority to bind any other division of the Corporation, nor to bind the
Corporation, except as to the normal and usual business and affairs of the
division of which he is an officer. Notwithstanding the provisions of the
preceding sentence, if a division of the Corporation is formed to provide shared
services for the Corporation and/or its operating units, officers, to the extent
that and with respect to matters to which they have been delegated such
authority in writing by the Chairman of the Board or his delegate, may execute
contracts in the name of and bind the
15
Corporation or any of its divisions; provided, however, that no officer of a
division formed to perform shared services shall contract in the name of or
otherwise bind a subsidiary or other legal entity in which the Corporation owns
an interest with respect to shared services matters unless such officer of such
division taking such action (i) is an officer of such subsidiary or such other
legal entity and is duly authorized to take such action in the name of and on
behalf of such subsidiary or other legal entity or (ii) takes such action on
behalf of such subsidiary or other legal entity pursuant to the grant of a duly
authorized power of attorney. A divisional officer, unless specifically elected
to one of the designated offices of the Corporation, shall not be construed as
an officer of the Corporation.
(b) To facilitate the attainment of certain goals and objectives by
various divisions and subsidiaries of the Corporation engaged in common pursuits
or in activities within the same or similar areas of business activity, a group
or groups of such subsidiaries and divisions may be formed by resolution of the
Board of Directors of the Corporation or through designation in writing by the
Chairman of the Board, or his delegate.
The activities of any such group shall be administered and coordinated
by the officers of the group and, if desired by the Chairman of the Board, or
his delegate, by an operating committee. In such event, the number of members of
such operating committee shall be determined by the Chairman of the Board, or
his delegate, who shall appoint the members thereof and have the power to remove
them and substitute other members. The duties of any such operating committee
shall be to aid in the administration and coordination of group activities and
to consult with and advise the officers of the group in achieving goals and
objectives of such group.
16
Officers of a group established pursuant to the provisions hereof may
include a chairman, a president, one or more vice presidents, a treasurer, a
secretary and such other officers as may facilitate operations of the group. The
Chairman of the Board, or his delegate, shall have the authority to appoint the
officers of a group and the power to remove them and to fill any vacancies. To
the extent not inconsistent with these By-laws or a resolution of the Board of
Directors of the Corporation, the officers of each group shall have such duties
and authority with respect to the activities and affairs of the group as may be
granted, from time to time, by the Chairman of the Board, or his delegate.
Contracts may not be entered into in the name of any group, but any
officer of the group, where so authorized, may execute contracts and other
documents in the name of the Corporation on behalf of the members of the group
or any division of the Corporation that is a member of the group; provided,
however, that in no case shall an officer of the group have authority to bind
the Corporation except as to the normal and usual business and affairs of the
group of which he or she is an officer; and provided further that a group
officer may not execute contracts for any subsidiary who is a member of the
group unless (i) he or she executes the same under a duly authorized power of
attorney or (ii) he or she is also an officer of such subsidiary and executes
the contract in such capacity.
Indemnification
---------------
39. (a) Each person who was or is made a party or is threatened to be made
a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was or has
17
agreed to become a director or officer of the Corporation or is or was serving
or has agreed to serve at the request of the Corporation as a director or
officer of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an official capacity
as a director or officer or in any other capacity while serving or having agreed
to serve as a director or officer shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended, (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment) against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to serve in the capacity which initially
entitled such person to indemnity hereunder and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that the
-----------------
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Section 39 shall
be a contract right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
-----------------
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or
18
officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified under this Section or otherwise.
(b) If a claim under Paragraph (a) of this Section 39 is not paid in
full by the Corporation within ninety days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that
19
the claimant has not met such applicable standard of conduct, shall be a defense
to the action or create a presumption that the claimant has not met the
applicable standard of conduct.
(c) The right to indemnification and the advancement and payment of
expenses conferred in this Section 39 shall not be exclusive of any other right
which any person may have or hereafter acquire under any law (common or
statutory), provision of the Certificate of Incorporation of the Corporation,
By-law, agreement, vote of stockholders or disinterested directors or otherwise.
(d) The Corporation may maintain insurance, at its expense, to protect
itself and any person who is or was serving as a director or officer of the
Corporation or is or was serving at the request of the Corporation as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
(e) If this Section 39 or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify and hold harmless each director or officer of the
Corporation as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative to the
full extent permitted by any applicable portion of this Section 39 that shall
not have been invalidated and to the full extent permitted by applicable law.
REVISED JULY 17, 1997
20
[LETTERHEAD OF VINSON & ELKINS APPEARS HERE]
August 1, 1997
EXHIBIT 5.1
Halliburton Company
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391
Re: Halliburton Company; Debt Securities
Ladies and Gentlemen:
We are acting as counsel to Halliburton Company, a Delaware corporation
(the "Company"), in connection with the offering, sale and delivery by it from
time to time, in one or more series, of its debt securities (the "Debt
Securities") with an aggregate initial offering price not to exceed $600,000,000
on terms to be determined at the time of offering. The offering, sale and
delivery of the Debt Securities are being registered pursuant to the
registration provisions of the Securities Act of 1933, as amended, by virtue of
the Company's Registration Statement on Form S-3 to which this opinion is an
exhibit. The Debt Securities are to be issued pursuant to the Second Senior
Indenture dated as of December 1, 1996 between the Company and Texas Commerce
Bank National Association, as trustee, as amended, supplemented and modified by
the First and Second Supplemental Indentures dated as of December 5, 1996 and
December 12, 1996, respectively (the "Second Senior Indenture"), or the
Subordinated Indenture dated as of January 2, 1991 between the predecessor of
the Company and Texas Commerce Bank National Association, as trustee, as
amended, supplemented and modified by the First Supplemental Indenture dated as
of December 12, 1996 among the Company, the Company's predecessor and the
trustee (the "Subordinated Indenture"). The Second Senior Indenture and the
Subordinated Indenture are herein referred to as the "Indentures". Capitalized
terms used but not defined herein are defined in the Indentures and are used
herein with the same meanings as ascribed to them therein.
In our capacity as counsel to the Company, we examined the Registration
Statement, the Prospectus and the Indentures. We also examined the certificate
of incorporation and by-laws of the Company and the minutes of all meetings and
all unanimous consents of the board of directors of the Company and any
committees thereof relating to the authorization, issuance and sale of the
Debt Securities. In addition, we examined and relied upon certificates and
telegrams of public officials and certificates of officers of the Company and we
made such other investigations and examined such other documents as we deemed
necessary as a basis for the opinions hereinafter expressed. In the
course of the foregoing investigations and examinations, we assumed the
genuineness of all signatures on, and the authenticity of, all documents and
instruments submitted to us as originals, the conformity to original documents
of all documents submitted to us as copies and the due authorization, execution
and delivery by the parties thereto of all documents and instruments examined by
us.
Based on the foregoing and subject to the qualifications set forth below,
we are of the opinion that:
(i) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
(ii) The Indentures have been duly authorized, executed and delivered by
the Company and (assuming each Indenture has been duly authorized, executed and
delivered by the Trustee) constitute legal, valid and binding agreements of the
Company, enforceable in accordance with their terms, except as enforcement
thereof may limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
enforcement of creditors' rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) and an implied covenant
of good faith and fair dealing.
(iii) The Debt Securities, upon determination of the terms and provisions
thereof pursuant to a Terms Certificate issued by the Company to the Trustee,
will be duly authorized for issuance, and, when issued, authenticated and
delivered pursuant to the provisions of the Indentures against payment of the
consideration therefor, will constitute valid and legally binding obligations of
the Company, enforceable in accordance with their terms, except as enforcement
thereof may limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
enforcement of creditors' rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) and an implied covenant
of good faith and fair dealing.
The opinions herein expressed are limited to the federal laws of the United
States, the laws of the States of Texas and New York and the General Corporation
Law of the State of Delaware, all as in effect on the date hereof.
We hereby consent to the reference to our Firm under the caption "Legal
Opinions" in the Prospectus constituting a part of the Registration Statement.
Very truly yours,
Vinson & Elkins L.L.P.
HALLIBURTON COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
EXHIBIT 12.1
YEARS ENDED DECEMBER 31
-----------------------------------------
SIX MONTHS
ENDED
JUNE 30, 1997
UNAUDITED 1996 1995 1994 1993 1992
------------- ------- ------ ------ ------- -------
(MILLIONS OF DOLLARS, EXCEPT RATIOS)
Earnings:
Income (loss) from
continuing operations
before provision for
income taxes,
minority interest,
and cumulative effect
of changes in
accounting methods... $312.5 $ 404.2 $387.8 $297.8 $(132.4) $(145.3)
Add (deduct):
Interest expense...... 15.7 24.0 46.5 47.4 49.9 53.4
Amortization of debt
discount and issue
costs................ 0.1 0.1 0.6 0.7 0.8 0.6
One-third of long-term
rent................. 15.4 30.7 30.5 46.6 58.3 66.3
Equity in income of
joint venture
operations........... (60.6) (105.5) (88.4) (93.0) (76.3) (40.5)
Dividends received
from joint venture
operations........... 1.5 7.2 7.3 12.0 9.3 26.9
------ ------- ------ ------ ------- -------
Total earnings...... $284.6 $ 360.7 $384.3 $311.5 $ (90.4) $ (38.6)
====== ======= ====== ====== ======= =======
Fixed charges:
Interest expense...... $ 15.7 $ 24.0 $ 46.5 $ 47.4 $ 49.9 $ 53.4
Amortization of debt
discount and issue
costs................ 0.1 0.1 0.6 0.7 0.8 0.6
One-third of long-term
fixed rent........... 15.4 30.7 30.5 46.6 58.3 66.3
------ ------- ------ ------ ------- -------
Total fixed charges. $ 31.2 $ 54.8 $ 77.6 $ 94.7 $ 109.0 $ 120.3
====== ======= ====== ====== ======= =======
Ratio of earnings to
fixed charges.......... 9.1 6.6 5.0 3.3 (a) (a)
====== ======= ====== ====== ======= =======
- --------
(a) Earnings were inadequate to cover fixed charges in 1993 and 1992 by $199.4
million and $158.9 million, respectively.
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 of our report, dated
January 22, 1997 included in Halliburton Company's Form 10-K for the year
ended December 31, 1996 and to all references to our firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
August 1, 1997
Dallas, Texas
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned, a Director of Halliburton
Company ("Company"), does hereby constitute and appoint Richard B. Cheney, Dale
P. Jones, David J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith,
or any of them acting alone, his true and lawful attorneys and attorney, with
full power of substitution or resubstitution, to do any and all acts and things
and execute any and all instruments which said attorneys or attorney may deem
necessary or advisable to enable the Company to comply with the Securities Act
of 1933, as amended, the Trust Indenture Act of 1939, as amended, and other
federal or state securities laws, and any rules, regulations and requirements of
the Securities and Exchange Commission or state regulatory authorities in
respect thereof, in connection with the registration for offering under said
Securities Act of 1933, as amended, of a principal amount not to exceed
$600,000,000 of debentures or other evidences of indebtedness or such amount of
debentures or other evidences of indebtedness where the principal amount thereof
at maturity discounted to the date of issuance and sale will result in the
Company receiving net proceeds of $600,000,000 ("Debentures"), whether such
Debentures by their terms when issued contain provisions for convertibility into
the Company's Common Stock, subordination to existing or future indebtedness,
redemption or establishment of a sinking fund for retirement of the indebtedness
created thereby, or all, some or none of such provisions or features, of the
Company, or such lesser amount of Debentures, all upon such terms and in such
amounts as may be deemed appropriate by proper officers of the Company, and
subsequent offering for sale and sale thereof, including specifically, but
without limitation thereof, power and authority to sign my name as a Director of
the Company to a Registration Statement on the appropriate Form and on any other
applications and statements to be filed with the Securities and Exchange
Commission with respect to the offering or sale of Debentures or the Common
Stock of the Company into which such Debentures may be converted, if such filing
should be deemed appropriate by the proper officers of the Company, and all
amendments thereto, including without limitation post effective amendments
thereto, and to any instruments or documents filed as part of or in connection
therewith.
IN TESTIMONY HEREOF, witness my hand this the 22nd day of July, 1997.
/s/ Anne L. Armstrong
---------------------
Anne L. Armstrong
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned, a Director of Halliburton
Company ("Company"), does hereby constitute and appoint Dale P. Jones, David J.
Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith, or any of them
acting alone, his true and lawful attorneys and attorney, with full power of
substitution or resubstitution, to do any and all acts and things and execute
any and all instruments which said attorneys or attorney may deem necessary or
advisable to enable the Company to comply with the Securities Act of 1933, as
amended, the Trust Indenture Act of 1939, as amended, and other federal or state
securities laws, and any rules, regulations and requirements of the Securities
and Exchange Commission or state regulatory authorities in respect thereof, in
connection with the registration for offering under said Securities Act of 1933,
as amended, of a principal amount not to exceed $600,000,000 of debentures or
other evidences of indebtedness or such amount of debentures or other evidences
of indebtedness where the principal amount thereof at maturity discounted to the
date of issuance and sale will result in the Company receiving net proceeds of
$600,000,000 ("Debentures"), whether such Debentures by their terms when issued
contain provisions for convertibility into the Company's Common Stock,
subordination to existing or future indebtedness, redemption or establishment of
a sinking fund for retirement of the indebtedness created thereby, or all, some
or none of such provisions or features, of the Company, or such lesser amount of
Debentures, all upon such terms and in such amounts as may be deemed appropriate
by proper officers of the Company, and subsequent offering for sale and sale
thereof, including specifically, but without limitation thereof, power and
authority to sign my name as a Director of the Company to a Registration
Statement on the appropriate Form and on any other applications and statements
to be filed with the Securities and Exchange Commission with respect to the
offering or sale of Debentures or the Common Stock of the Company into which
such Debentures may be converted, if such filing should be deemed appropriate by
the proper officers of the Company, and all amendments thereto, including
without limitation post effective amendments thereto, and to any instruments or
documents filed as part of or in connection therewith.
IN TESTIMONY HEREOF, witness my hand this the 22nd day of July, 1997.
/s/ Richard B. Cheney
---------------------
Richard B. Cheney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned, a Director of Halliburton
Company ("Company"), does hereby constitute and appoint Richard B. Cheney, Dale
P. Jones, David J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith,
or any of them acting alone, his true and lawful attorneys and attorney, with
full power of substitution or resubstitution, to do any and all acts and things
and execute any and all instruments which said attorneys or attorney may deem
necessary or advisable to enable the Company to comply with the Securities Act
of 1933, as amended, the Trust Indenture Act of 1939, as amended, and other
federal or state securities laws, and any rules, regulations and requirements of
the Securities and Exchange Commission or state regulatory authorities in
respect thereof, in connection with the registration for offering under said
Securities Act of 1933, as amended, of a principal amount not to exceed
$600,000,000 of debentures or other evidences of indebtedness or such amount of
debentures or other evidences of indebtedness where the principal amount thereof
at maturity discounted to the date of issuance and sale will result in the
Company receiving net proceeds of $600,000,000 ("Debentures"), whether such
Debentures by their terms when issued contain provisions for convertibility into
the Company's Common Stock, subordination to existing or future indebtedness,
redemption or establishment of a sinking fund for retirement of the indebtedness
created thereby, or all, some or none of such provisions or features, of the
Company, or such lesser amount of Debentures, all upon such terms and in such
amounts as may be deemed appropriate by proper officers of the Company, and
subsequent offering for sale and sale thereof, including specifically, but
without limitation thereof, power and authority to sign my name as a Director of
the Company to a Registration Statement on the appropriate Form and on any other
applications and statements to be filed with the Securities and Exchange
Commission with respect to the offering or sale of Debentures or the Common
Stock of the Company into which such Debentures may be converted, if such filing
should be deemed appropriate by the proper officers of the Company, and all
amendments thereto, including without limitation post effective amendments
thereto, and to any instruments or documents filed as part of or in connection
therewith.
IN TESTIMONY HEREOF, witness my hand this the 21st day of July, 1997.
/s/ Clitheroe
-------------
Lord Clitheroe
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned, a Director of Halliburton
Company ("Company"), does hereby constitute and appoint Richard B. Cheney, Dale
P. Jones, David J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith,
or any of them acting alone, his true and lawful attorneys and attorney, with
full power of substitution or resubstitution, to do any and all acts and things
and execute any and all instruments which said attorneys or attorney may deem
necessary or advisable to enable the Company to comply with the Securities Act
of 1933, as amended, the Trust Indenture Act of 1939, as amended, and other
federal or state securities laws, and any rules, regulations and requirements of
the Securities and Exchange Commission or state regulatory authorities in
respect thereof, in connection with the registration for offering under said
Securities Act of 1933, as amended, of a principal amount not to exceed
$600,000,000 of debentures or other evidences of indebtedness or such amount of
debentures or other evidences of indebtedness where the principal amount thereof
at maturity discounted to the date of issuance and sale will result in the
Company receiving net proceeds of $600,000,000 ("Debentures"), whether such
Debentures by their terms when issued contain provisions for convertibility into
the Company's Common Stock, subordination to existing or future indebtedness,
redemption or establishment of a sinking fund for retirement of the indebtedness
created thereby, or all, some or none of such provisions or features, of the
Company, or such lesser amount of Debentures, all upon such terms and in such
amounts as may be deemed appropriate by proper officers of the Company, and
subsequent offering for sale and sale thereof, including specifically, but
without limitation thereof, power and authority to sign my name as a Director of
the Company to a Registration Statement on the appropriate Form and on any other
applications and statements to be filed with the Securities and Exchange
Commission with respect to the offering or sale of Debentures or the Common
Stock of the Company into which such Debentures may be converted, if such filing
should be deemed appropriate by the proper officers of the Company, and all
amendments thereto, including without limitation post effective amendments
thereto, and to any instruments or documents filed as part of or in connection
therewith.
IN TESTIMONY HEREOF, witness my hand this the 23rd day of July, 1997.
/s/ Robert L. Crandall
----------------------
Robert L. Crandall
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned, a Director of Halliburton
Company ("Company"), does hereby constitute and appoint Richard B. Cheney, David
J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith, or any of them
acting alone, his true and lawful attorneys and attorney, with full power of
substitution or resubstitution, to do any and all acts and things and execute
any and all instruments which said attorneys or attorney may deem necessary or
advisable to enable the Company to comply with the Securities Act of 1933, as
amended, the Trust Indenture Act of 1939, as amended, and other federal or state
securities laws, and any rules, regulations and requirements of the Securities
and Exchange Commission or state regulatory authorities in respect thereof, in
connection with the registration for offering under said Securities Act of 1933,
as amended, of a principal amount not to exceed $600,000,000 of debentures or
other evidences of indebtedness or such amount of debentures or other evidences
of indebtedness where the principal amount thereof at maturity discounted to the
date of issuance and sale will result in the Company receiving net proceeds of
$600,000,000 ("Debentures"), whether such Debentures by their terms when issued
contain provisions for convertibility into the Company's Common Stock,
subordination to existing or future indebtedness, redemption or establishment of
a sinking fund for retirement of the indebtedness created thereby, or all, some
or none of such provisions or features, of the Company, or such lesser amount of
Debentures, all upon such terms and in such amounts as may be deemed appropriate
by proper officers of the Company, and subsequent offering for sale and sale
thereof, including specifically, but without limitation thereof, power and
authority to sign my name as a Director of the Company to a Registration
Statement on the appropriate Form and on any other applications and statements
to be filed with the Securities and Exchange Commission with respect to the
offering or sale of Debentures or the Common Stock of the Company into which
such Debentures may be converted, if such filing should be deemed appropriate by
the proper officers of the Company, and all amendments thereto, including
without limitation post effective amendments thereto, and to any instruments or
documents filed as part of or in connection therewith.
IN TESTIMONY HEREOF, witness my hand this the 22nd day of July, 1997.
/s/ Dale P. Jones
-----------------
Dale P. Jones
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned, a Director of Halliburton
Company ("Company"), does hereby constitute and appoint Richard B. Cheney, Dale
P. Jones, David J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith,
or any of them acting alone, his true and lawful attorneys and attorney, with
full power of substitution or resubstitution, to do any and all acts and things
and execute any and all instruments which said attorneys or attorney may deem
necessary or advisable to enable the Company to comply with the Securities Act
of 1933, as amended, the Trust Indenture Act of 1939, as amended, and other
federal or state securities laws, and any rules, regulations and requirements of
the Securities and Exchange Commission or state regulatory authorities in
respect thereof, in connection with the registration for offering under said
Securities Act of 1933, as amended, of a principal amount not to exceed
$600,000,000 of debentures or other evidences of indebtedness or such amount of
debentures or other evidences of indebtedness where the principal amount thereof
at maturity discounted to the date of issuance and sale will result in the
Company receiving net proceeds of $600,000,000 ("Debentures"), whether such
Debentures by their terms when issued contain provisions for convertibility into
the Company's Common Stock, subordination to existing or future indebtedness,
redemption or establishment of a sinking fund for retirement of the indebtedness
created thereby, or all, some or none of such provisions or features, of the
Company, or such lesser amount of Debentures, all upon such terms and in such
amounts as may be deemed appropriate by proper officers of the Company, and
subsequent offering for sale and sale thereof, including specifically, but
without limitation thereof, power and authority to sign my name as a Director of
the Company to a Registration Statement on the appropriate Form and on any other
applications and statements to be filed with the Securities and Exchange
Commission with respect to the offering or sale of Debentures or the Common
Stock of the Company into which such Debentures may be converted, if such filing
should be deemed appropriate by the proper officers of the Company, and all
amendments thereto, including without limitation post effective amendments
thereto, and to any instruments or documents filed as part of or in connection
therewith.
IN TESTIMONY HEREOF, witness my hand this the 23rd day of July, 1997.
/s/ W. R. Howell
----------------
W. R. Howell
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned, a Director of Halliburton
Company ("Company"), does hereby constitute and appoint Richard B. Cheney, Dale
P. Jones, David J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith,
or any of them acting alone, his true and lawful attorneys and attorney, with
full power of substitution or resubstitution, to do any and all acts and things
and execute any and all instruments which said attorneys or attorney may deem
necessary or advisable to enable the Company to comply with the Securities Act
of 1933, as amended, the Trust Indenture Act of 1939, as amended, and other
federal or state securities laws, and any rules, regulations and requirements of
the Securities and Exchange Commission or state regulatory authorities in
respect thereof, in connection with the registration for offering under said
Securities Act of 1933, as amended, of a principal amount not to exceed
$600,000,000 of debentures or other evidences of indebtedness or such amount of
debentures or other evidences of indebtedness where the principal amount thereof
at maturity discounted to the date of issuance and sale will result in the
Company receiving net proceeds of $600,000,000 ("Debentures"), whether such
Debentures by their terms when issued contain provisions for convertibility into
the Company's Common Stock, subordination to existing or future indebtedness,
redemption or establishment of a sinking fund for retirement of the indebtedness
created thereby, or all, some or none of such provisions or features, of the
Company, or such lesser amount of Debentures, all upon such terms and in such
amounts as may be deemed appropriate by proper officers of the Company, and
subsequent offering for sale and sale thereof, including specifically, but
without limitation thereof, power and authority to sign my name as a Director of
the Company to a Registration Statement on the appropriate Form and on any other
applications and statements to be filed with the Securities and Exchange
Commission with respect to the offering or sale of Debentures or the Common
Stock of the Company into which such Debentures may be converted, if such filing
should be deemed appropriate by the proper officers of the Company, and all
amendments thereto, including without limitation post effective amendments
thereto, and to any instruments or documents filed as part of or in connection
therewith.
IN TESTIMONY HEREOF, witness my hand this the 22nd day of July, 1997.
/s/ Delano E. Lewis
-------------------
Delano E. Lewis
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned, a Director of Halliburton
Company ("Company"), does hereby constitute and appoint Richard B. Cheney, Dale
P. Jones, David J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith,
or any of them acting alone, his true and lawful attorneys and attorney, with
full power of substitution or resubstitution, to do any and all acts and things
and execute any and all instruments which said attorneys or attorney may deem
necessary or advisable to enable the Company to comply with the Securities Act
of 1933, as amended, the Trust Indenture Act of 1939, as amended, and other
federal or state securities laws, and any rules, regulations and requirements of
the Securities and Exchange Commission or state regulatory authorities in
respect thereof, in connection with the registration for offering under said
Securities Act of 1933, as amended, of a principal amount not to exceed
$600,000,000 of debentures or other evidences of indebtedness or such amount of
debentures or other evidences of indebtedness where the principal amount thereof
at maturity discounted to the date of issuance and sale will result in the
Company receiving net proceeds of $600,000,000 ("Debentures"), whether such
Debentures by their terms when issued contain provisions for convertibility into
the Company's Common Stock, subordination to existing or future indebtedness,
redemption or establishment of a sinking fund for retirement of the indebtedness
created thereby, or all, some or none of such provisions or features, of the
Company, or such lesser amount of Debentures, all upon such terms and in such
amounts as may be deemed appropriate by proper officers of the Company, and
subsequent offering for sale and sale thereof, including specifically, but
without limitation thereof, power and authority to sign my name as a Director of
the Company to a Registration Statement on the appropriate Form and on any other
applications and statements to be filed with the Securities and Exchange
Commission with respect to the offering or sale of Debentures or the Common
Stock of the Company into which such Debentures may be converted, if such filing
should be deemed appropriate by the proper officers of the Company, and all
amendments thereto, including without limitation post effective amendments
thereto, and to any instruments or documents filed as part of or in connection
therewith.
IN TESTIMONY HEREOF, witness my hand this the 23rd day of July, 1997.
/s/ C. J. Silas
---------------
C. J. Silas
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned, a Director of Halliburton
Company ("Company"), does hereby constitute and appoint Richard B. Cheney, Dale
P. Jones, David J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith,
or any of them acting alone, his true and lawful attorneys and attorney, with
full power of substitution or resubstitution, to do any and all acts and things
and execute any and all instruments which said attorneys or attorney may deem
necessary or advisable to enable the Company to comply with the Securities Act
of 1933, as amended, the Trust Indenture Act of 1939, as amended, and other
federal or state securities laws, and any rules, regulations and requirements of
the Securities and Exchange Commission or state regulatory authorities in
respect thereof, in connection with the registration for offering under said
Securities Act of 1933, as amended, of a principal amount not to exceed
$600,000,000 of debentures or other evidences of indebtedness or such amount of
debentures or other evidences of indebtedness where the principal amount thereof
at maturity discounted to the date of issuance and sale will result in the
Company receiving net proceeds of $600,000,000 ("Debentures"), whether such
Debentures by their terms when issued contain provisions for convertibility into
the Company's Common Stock, subordination to existing or future indebtedness,
redemption or establishment of a sinking fund for retirement of the indebtedness
created thereby, or all, some or none of such provisions or features, of the
Company, or such lesser amount of Debentures, all upon such terms and in such
amounts as may be deemed appropriate by proper officers of the Company, and
subsequent offering for sale and sale thereof, including specifically, but
without limitation thereof, power and authority to sign my name as a Director of
the Company to a Registration Statement on the appropriate Form and on any other
applications and statements to be filed with the Securities and Exchange
Commission with respect to the offering or sale of Debentures or the Common
Stock of the Company into which such Debentures may be converted, if such filing
should be deemed appropriate by the proper officers of the Company, and all
amendments thereto, including without limitation post effective amendments
thereto, and to any instruments or documents filed as part of or in connection
therewith.
IN TESTIMONY HEREOF, witness my hand this the 22nd day of July, 1997.
/s/ Roger T. Staubach
---------------------
Roger T. Staubach
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned, a Director of Halliburton
Company ("Company"), does hereby constitute and appoint Richard B. Cheney, Dale
P. Jones, David J. Lesar, Lester L. Coleman, Gary V. Morris and Susan S. Keith,
or any of them acting alone, his true and lawful attorneys and attorney, with
full power of substitution or resubstitution, to do any and all acts and things
and execute any and all instruments which said attorneys or attorney may deem
necessary or advisable to enable the Company to comply with the Securities Act
of 1933, as amended, the Trust Indenture Act of 1939, as amended, and other
federal or state securities laws, and any rules, regulations and requirements of
the Securities and Exchange Commission or state regulatory authorities in
respect thereof, in connection with the registration for offering under said
Securities Act of 1933, as amended, of a principal amount not to exceed
$600,000,000 of debentures or other evidences of indebtedness or such amount of
debentures or other evidences of indebtedness where the principal amount thereof
at maturity discounted to the date of issuance and sale will result in the
Company receiving net proceeds of $600,000,000 ("Debentures"), whether such
Debentures by their terms when issued contain provisions for convertibility into
the Company's Common Stock, subordination to existing or future indebtedness,
redemption or establishment of a sinking fund for retirement of the indebtedness
created thereby, or all, some or none of such provisions or features, of the
Company, or such lesser amount of Debentures, all upon such terms and in such
amounts as may be deemed appropriate by proper officers of the Company, and
subsequent offering for sale and sale thereof, including specifically, but
without limitation thereof, power and authority to sign my name as a Director of
the Company to a Registration Statement on the appropriate Form and on any other
applications and statements to be filed with the Securities and Exchange
Commission with respect to the offering or sale of Debentures or the Common
Stock of the Company into which such Debentures may be converted, if such filing
should be deemed appropriate by the proper officers of the Company, and all
amendments thereto, including without limitation post effective amendments
thereto, and to any instruments or documents filed as part of or in connection
therewith.
IN TESTIMONY HEREOF, witness my hand this the 21st day of July, 1997.
/s/ R. J. Stegemeier
--------------------
Richard J. Stegemeier
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)______
_______________
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
74-0800980
(I.R.S. Employer
Identification No.)
712 Main Street
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
LEE BOOCKER, 712 MAIN STREET, 26TH FLOOR
HOUSTON, TEXAS 77002 (713) 216-2448
(Name, address and telephone number of agent for service)
___________________
HALLIBURTON COMPANY
(Exact name of obligor as specified in its charter)
Delaware 75-2677995
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3600 Lincoln Plaza
500 N. Akard
Dallas, Texas 75201-3391
(Address of principal executive offices) (Zip Code)
Debt Securities
(Title of the indenture securities)
================================================================================
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Comptroller of the Currency, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of The Federal Reserve System,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The obligor is not an affiliate of the trustee.
(See Note on Page 5.)
Item 3. Voting securities of the trustee.
Furnish the following information as to each class of voting
securities of the trustee:
Col. A Col. B
Title of Class Amount outstanding
-------------- ------------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 4. Trusteeships under other indentures.
If the trustee is a trustee under another indenture under which
any other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the following information:
(a) Title of the securities outstanding under each such other
indenture.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
(b) A brief statement of the facts relied upon as a basis for
the claim that no conflicting interest within the meaning of Section
310(b)(1) of the Act arises as a result of the trusteeship under any
such other indenture, including a statement as to how the indenture
securities will rank as compared with the securities issued under such
other indenture.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 5. Interlocking directorates and similar relationships with the
obligor or underwriters.
If the trustee or any of the directors or executive officers of
the trustee is a director, officer, partner, employee, appointee or
representative of the obligor or of any underwriter for the obligor, identify
each such person having any such connection and state the nature of each such
connection.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 6. Voting securities of the trustee owned by the obligor or its
officials.
Furnish the following information as to the voting securities of
the trustee owned beneficially by the obligor and each director, partner and
executive officer of the obligor.
Col. A Col. B Col. C Col. D
Percentage of
voting securities
represented by
Amount owned amount given
Name of owner Title of class beneficially in Col. C
------------- -------------- ------------ ----------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 7. Voting securities of the trustee owned by underwriters or their
officials.
Furnish the following information as to the voting securities of
the trustee owned beneficially by each underwriter for the obligor and each
director, partner and executive officer of each such underwriter.
Col. A Col. B Col. C Col. D
Percentage of
voting securities
represented by
Amount owned amount given
Name of owner Title of class beneficially in Col. C
------------- -------------- ------------ -----------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 8. Securities of the obligor owned or held by the trustee.
Furnish the following information as to securities of the obligor
owned beneficially or held as collateral security for obligations in default by
the trustee.
Col. A Col. B Col. C Col. D
Whether the Amount owned
securities beneficially or held Percent of class
are voting as collateral security represented by
or nonvoting for obligations amount given
Title of class securities in default in Col. C
-------------- ------------ ---------------------- ----------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 9. Securities of underwriters owned or held by the trustee.
If the trustee owns beneficially or holds as collateral security
for obligations in default any securities of an underwriter for the obligor,
furnish the following information as to each class of securities of such
underwriter any of which are so owned or held by the trustee.
Col. A Col. B Col. C Col. D
Amount owned
beneficially or held Percent of class
as collateral security represented by
Name of issuer and Amount for obligations in amount given
title of class outstanding default by trustee in Col. C
------------------ ----------- ---------------------- ----------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 10. Ownership or holdings by the trustee of voting securities of
certain affiliates or security holders of the obligor.
If the trustee owns beneficially or holds as collateral security
for obligations in default voting securities of a person who, to the knowledge
of the trustee (1) owns 10 percent or more of the voting securities of the
obligor or (2) is an affiliate, other than a subsidiary, of the obligor, furnish
the following information as to the voting securities of such person:
Col. A Col. B Col. C Col. D
Amount owned
beneficially or held Percent of class
as collateral security represented by
Name of issuer and Amount for obligations in amount given
title of class outstanding default by trustee in Col. C
------------------ ----------- ---------------------- ----------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 11. Ownership or holdings by the trustee of any securities of a
person owning 50 percent or more of the voting securities of
the obligor.
If the trustee owns beneficially or holds as collateral security
for obligations in default any securities of a person who, to the knowledge of
the trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such person
any of which are so owned or held by the trustee.
Col. A Col. B Col. C Col. D
Amount owned
beneficially or held Percent of class
as collateral security represented by
Name of issuer and Amount for obligations in amount given
title of class outstanding default by trustee in Col. C
------------------ ----------- ---------------------- ----------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 12. Indebtedness of the obligor to the trustee.
Except as noted in the instructions, if the obligor is indebted
to the trustee, furnish the following information:
Col. A Col. B Col. C
Nature of Amount
Indebtedness Outstanding Date Due
------------ ----------- --------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 13. Defaults by the obligor.
(a) State whether there is or has been a default with respect to
the securities under this indenture. Explain the nature of any such default.
There is not, nor has there been, a default with respect to the
securities under this indenture. (See Note on Page 5.)
(b) If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest or participation in any
other securities, of the obligor are outstanding, or is trustee for more than
one outstanding series of securities under the indenture, state whether there
has been a default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.
There has not been a default under any such indenture or series.
(See Note on Page 5.)
Item 14. Affiliations with the underwriters.
If any underwriter is an affiliate of the trustee, describe each
such affiliation.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 15. Foreign trustee.
Identify the order or rule pursuant to which the foreign trustee
is authorized to act as sole trustee under indentures qualified or to be
qualified under the Act.
Not applicable.
Item 16. List of exhibits.
List below all exhibits filed as a part of this statement of
eligibility.
.1 -- A copy of the articles of association of the trustee as now in effect.
#2 -- A copy of the certificate of authority of the trustee to commence business.
*3 -- A copy of the authorization of the trustee to exercise corporate trust powers.
[]4 -- A copy of the existing by-laws of the trustee.
5 -- Not applicable.
*6 -- The consent of the trustee required by Section 321(b) of the Act.
o7 -- A copy of the latest report of condition of the trustee published pursuant to law or the
requirements of its supervising or examining authority.
8 -- Not applicable.
9 -- Not applicable.
- -------------
. Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as an exhibit to the Form S-3 File No.
33-56195.
# Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as an exhibit to the Form S-3 File No.
33-42814.
* Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as exhibits to the Form S-11 File No.
33-25132.
[] Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as an exhibit to the Form S-3 File No.
33-65055.
o Incorporated by reference to exhibit bearing the same
designation and previously filed with the Securities and
Exchange Commission as an exhibit to the Form S-3 File No.
333-26519.
-------------------------------
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base responsive answers to Items 2 and 13, the
answers to said Items are based on incomplete information. Such Items may,
however, be considered as correct unless amended by an amendment to this Form
T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Texas Commerce Bank National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Houston
and State of Texas, on the 1st day of August, 1997.
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By: /s/ Terry Stewart
----------------------------------
Terry Stewart
Vice President
