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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (date of earliest event reported)
FEBRUARY 26, 1998
Halliburton Company
(Exact name of registrant as specified in its charter)
State or other Commission IRS Employer
jurisdiction File Number Identification
of incorporation Number
Delaware 1-3492 No. 75-2677995
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391
(Address of principal executive offices)
Registrant's telephone number,
including area code - 214/978-2600
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INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events
The registrant may, at its option, report under this item any events,
with respect to which information is not otherwise called for by this form, that
the registrant deems of importance to security holders.
On February 26, 1998 registrant issued a press release entitled
Halliburton and Dresser Industries Announce $7.7 Billion Stock Merger
pertaining, among other things, to an announcement that registrant and Dresser
Industries have entered into a definitive merger agreement unanimously approved
by the board of directors of both companies. Dresser's shareholders will
receive one newly issued share of registrant's common stock for each Dresser
common share. The transaction as of the close of the market on February 25,
1998 was valued at $44.00 per Dresser share, totaling approximately $7.7
billion. The transaction will be accounted for as a pooling of interests and is
expected to be tax-free for Dresser's shareholders. The resulting company will
continue to be called Halliburton Company.
Item 7. Financial Statements and Exhibits
List below the financial statements, pro forma financial information
and exhibits, if any, filed as part of this report.
(c) Exhibits.
Exhibit 20 - Press release dated February 26, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HALLIBURTON COMPANY
Date: February 27, 1998 By: /s/ Susan S. Keith
-----------------------------
Susan S. Keith
Vice President and Secretary
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
20 Press Release of 5 of 7
February 26, 1998
Incorporated by Reference
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FOR IMMEDIATE RELEASE
February 26, 1998
Contact: Guy T. Marcus Don Galletly George Sard/David Reno
Halliburton Company Dresser Industries Sard Verbinnen & Co.
(214) 978-2691 (214) 740-6757 (212) 687-8080
HALLIBURTON AND DRESSER INDUSTRIES ANNOUNCE
$7.7 BILLION STOCK MERGER
Strategic Merger Will Create Oilfield Services and Engineering & Construction
Company with Broadest Range of Petroleum Service Capabilities
DALLAS, Texas -- Halliburton Company (NYSE:HAL) and Dresser Industries,
Inc. (NYSE:DI) today announced a strategic combination that will create an
oilfield services and engineering and construction company with the broadest
range of services to the petroleum industry worldwide.
Under the terms of a definitive merger agreement unanimously approved
by the board of directors of both companies, Dresser Industries' shareholders
will receive one newly issued share of Halliburton common stock for each Dresser
common share. Based on Halliburton's closing price yesterday, the transaction is
currently valued at $44.00 per Dresser share, or a total of approximately $7.7
billion. The transaction will be accounted for as a pooling of interests and is
expected to be tax-free to Dresser's shareholders.
The companies' 1997 combined revenues exceeded $16 billion and the
total backlog was approximately $13 billion. The combined market capitalization
is over $19 billion. The company will continue to be called Halliburton Company
and remain headquartered in Dallas, with a work force of approximately 100,000
employees worldwide.
Dick Cheney, Halliburton's chairman and chief executive officer, who
will be CEO of the combined company, said, "Halliburton and Dresser are an
outstanding business and cultural fit. This is a win-win combination for both
companies' shareholders, customers and employees. It represents a major step
forward toward our goal of creating a fully integrated oilfield and engineering
and construction services company with a global leadership position. The ability
to provide complete, seamless solutions for customers is becoming the critical
factor in winning large international service contracts. We will have the
broadest range of capabilities in the industry and will remain focused on
meeting the multiple and growing needs of customers worldwide."
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William E. Bradford, chairman and chief executive officer of Dresser,
who will become chairman of Halliburton, said, "This transaction will create
both immediate and long-term value for our shareholders. The union of these two
great companies is ideal for our customers as well. Together we will be able to
do more for our customers than either of us could have done separately. By
joining together our highly complementary operations we will be able to provide
a broader and deeper array of services from upstream to downstream. From seismic
interpretation to well construction, to the transportation and processing of oil
and gas, the combined company will provide end-to-end integrated solutions that
add value to our customers. Talented and motivated employees of both companies
can look forward to exciting futures with numerous opportunities for growth and
advancement."
David J. Lesar, president and chief operating officer of Halliburton who
will continue in this role, said, "We know each other's business well and have
agreed on the organizational structure, which will facilitate a quick, smooth
integration. With our combined financial strength and complementary
capabilities, the combined company will also have the resources to significantly
increase investments in state-of-the-art technology while making targeted
acquisitions to further add to our capabilities. In addition, with the revenue
enhancements and cost reductions we will get from integrating these broad
capabilities, we expect the transaction to be accretive to earnings per share in
the first full year, after an expected one-time charge to consolidate the
businesses."
Five Dresser directors will join the Halliburton board, increasing its
size to 14. Donald C. Vaughn, president and chief operating officer of Dresser,
will become vice chairman of Halliburton. Dale P. Jones, vice chairman of
Halliburton Company, has elected to retire from the board of directors and as
vice chairman of Halliburton when the merger is completed.
The transaction is expected to be completed in the fall of 1998 and is
subject to regulatory approvals in the United States, Europe and several other
countries, shareholder approvals, and customary closing conditions.
Halliburton has approximately 262 million outstanding common shares,
and will issue approximately 175 million new shares to Dresser shareholders. As
a result, Halliburton will have approximately 438 million shares outstanding
after the merger, of which approximately 60% will be owned by Halliburton
shareholders and 40% by current Dresser shareholders.
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SBC Warburg Dillion Read, Inc. and Goldman Sachs & Co. are serving as
financial advisors to Halliburton. Salomon Smith Barney is serving as
financial advisor to Dresser.
Halliburton Company is one of the world's largest diversified energy
services, engineering, maintenance, and construction companies. Founded in 1919,
Halliburton provides a broad range of energy services and products, industrial
and marine engineering and construction services.
Dresser is a leading global supplier to the total hydrocarbon energy
stream. Dresser's product and service offerings encompass sophisticated drilling
and well construction systems as well as technologies, engineered equipment and
project management for the transportation and conversion of oil and natural gas.
NOTE: In accordance with the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995, Halliburton Company and Dresser
Industries, Inc., caution that statements in this press release which are
forward looking and which provide other than historical information, involve
risks and uncertainties that may impact the companies' actual results of
operations. Please see Halliburton's 10-K for the fiscal year ended December 31,
1997 and Dresser's 10-K for the fiscal year ended October 31, 1997 for a more
complete discussion of such risk factors.
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