AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 1998
REGISTRATION NO. 333-32731
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SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 1
TO
REGISTRATION STATEMENT ON FORM S-3
UNDER THE SECURITIES ACT OF 1933
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HALLIBURTON COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 75-2677995
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
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)
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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]
----------------
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 SEPTEMBER 25, 1998
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.
, 1998
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, (File No. 1-3492) or the Securities Act, are
incorporated herein by reference:
(a) The description of the Common Stock contained in the Company's
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 Company's Registration Statement on Form 8-B dated
December 12, 1996.
(c) The Joint Proxy Statement/Prospectus of the Company and Dresser
Industries, Inc. dated May 18, 1998 contained in the Company's Registration
Statement on Form S-4 (File No. 333-52903) filed with the SEC on May 15,
1998 and relating to special meetings of the stockholders of the Company
and Dresser Industries, Inc.
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, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998;
(c) The Company's Current Reports on Form 8-K filed with the Commission
on January 2, 1998, January 28, 1998, February 20, 1998, February 20, 1998,
March 2, 1998, March 24, 1998, April 23, 1998, April 23, 1998, May 13,
1998, May 20, 1998, June 2, 1998, June 25, 1998, June 25, 1998, July 9,
1998, July 16, 1998, July 16, 1998, July 21, 1998, July 24, 1998, July 24,
1998, August 24, 1998 and September 1, 1998.
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
PENDING ACQUISITION
The Company has entered into an Agreement and Plan of Merger dated as of
February 25, 1998 with Dresser Industries, Inc., a Delaware corporation
("Dresser"), pursuant to which a wholly owned subsidiary of the Company would
be merged with and into Dresser (the "Merger"). As a result of the Merger, (i)
each share of Dresser common stock outstanding immediately prior to the
effective time of the Merger, other than shares of Dresser common stock held
directly or indirectly by the Company or Dresser, will be converted into one
share of Common Stock of the Company and (ii) Dresser will become a wholly
owned subsidiary of the Company. Based on the numbers of shares of Common
Stock of the Company and of Dresser common stock outstanding on May 15, 1998,
175,749,713 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
any options to purchase Dresser common stock), representing approximately
40.06% 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 approximately 3,771,291 shares of Company Common Stock that may
be issued upon the exercise of Dresser options after the effective time of the
Merger (assuming no exercise thereof after May 15, 1998 and prior to such
effective time).
Dresser is a supplier of highly engineered products, technical services and
project management for hydrocarbon energy-related activities that are
primarily utilized in oil and gas drilling, production and transmission; gas
distribution; power generation; gas processing; petroleum refining and
marketing; and petrochemical production. At July 31, 1998, Dresser had
consolidated total assets of approximately $5.10 billion, consolidated long-
term debt of $0.76 billion and consolidated stockholders' equity of
approximately $1.85 billion and employed approximately 31,300 persons
worldwide.
The Merger is expected to be accounted for as a "pooling of interests" for
financial accounting purposes.
MEDIUM TERM NOTE PROGRAM
The Company has authorized a $500 million Medium Term Note Program pursuant
to which the Company has issued $300 million in aggregate principal amount of
Medium Term Notes Due Nine Months or More From Date of Issue, Series A
("Series A Notes") and may from time to time offer and sell the authorized but
unissued Series A Notes. In addition, the Company has authorized a $600
million Medium Term Note Program pursuant to which the Company may from time
to time offer and sell Medium Term Notes Due Nine Months or More From Date of
Issue, Series B ("Series B Notes"). Obligations evidenced by any Series A
Notes or Series B Notes sold by the Company 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,
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----------
(a) 3.3 5.0 6.6 9.8 9.9
- --------
(a) Earnings were inadequate to cover fixed charges in 1993 by $199.4 million.
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 (now Chase Bank of Texas, N.A.), 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, the Second Supplemental Indenture dated as of December 12,
1996 among the Predecessor, the Company and the Trustee, the Third
Supplemental Indenture dated as of August 1, 1997 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." Chase Bank of Texas, N.A. (formerly 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
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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.
Chase Bank of Texas, N.A., 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 600,000,000 shares of Common Stock, par
value $2.50. As of September 23, 1998, there were 263,322,432 shares of Common
Stock issued and outstanding and approximately 14,900 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, 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, 1997 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................................................. 87,000
Blue sky fees and expenses......................................... 1,000
Legal fees and expenses............................................ 65,000
Accounting fees and expenses....................................... 45,000
Printing and engraving expenses.................................... 100,000
Miscellaneous expenses............................................. 182
- --------
* 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).
2.3 --Agreement and Plan of Merger dated February 25, 1998 among the
Registrant, Halliburton N.C., Inc. and Dresser Industries, Inc.
(incorporated by reference to Exhibit C to the Registrant's Schedule
13D filed with the Securities and Exchange Commission on March 9,
1998).
+3.1 --Restated Certificate of Incorporation of the Registrant.
+3.2 --By-Laws, as amended, of the Registrant.
4.1 --Senior Indenture dated as of January 2, 1991 between the
Registrant's predecessor (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 Registrant'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
Registrant's Registration Statement on Form 8-B dated December 12,
1996, File No. 1-03492).
*4.3 --Forms of Debt Securities.
II-2
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 SEC 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
Registrant'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 Registrant's
Registration Statement on Form 8-B dated December 12, 1996, File
No. 1-03492).
4.6 --Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.8 to the Predecessor's Registration Statement on Form S-
3 (File No. 33-65772) originally filed with the SEC 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 Registrant 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.
+ Previously filed.
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.
II-3
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.
(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 25th day of
September, 1998.
HALLIBURTON COMPANY
David J. Lesar
By __________________________________
David J. Lesar, President
andChief Operating 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 25th day of September, 1998.
SIGNATURE TITLE
--------- -----
/s/ Richard B. Cheney
- ------------------------------------
Richard B. Cheney Chairman of the Board and
Chief Executive Officer and
Director (Principal
Executive Officer)
/s/ Gary V. Morris
- ------------------------------------
Gary V. Morris Executive Vice President and
Chief Financial Officer
(Principal Financial
Officer)
/s/ R. Charles Muchmore, Jr.
- ------------------------------------
R. Charles Muchmore, Jr. Vice President and
Controller (Principal
Accounting Officer)
* Anne L. Armstrong
- ------------------------------------
Anne L. Armstrong Director
* Lord Clitheroe
- ------------------------------------
Lord Clitheroe Director
* Robert L. Crandall
- ------------------------------------
Robert L. Crandall Director
II-5
SIGNATURE TITLE
--------- -----
* Charles J. DiBona
- ------------------------------------
Charles J. DiBona Director
* W. R. Howell
- ------------------------------------
W. R. Howell Director
* Dale P. Jones
- ------------------------------------
Dale P. Jones Director
* Delano E. Lewis
- ------------------------------------
Delano E. Lewis Director
* C. J. Silas
- ------------------------------------
C. J. Silas Director
* Richard J. Stegemeier
- ------------------------------------
Richard J. Stegemeier Director
/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
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).
2.3 --Agreement and Plan of Merger dated February 25, 1998
among the Registrant, Halliburton N.C., Inc. and Dresser
Industries, Inc. (incorporated by reference to Exhibit C
to the Registrant's Schedule 13D filed with the
Securities and Exchange Commission on March 9, 1998).
+3.1 --Restated Certificate of Incorporation of the
Registrant.
+3.2 --By-Laws, as amended, of the Registrant.
4.1 --Senior Indenture dated as of January 2, 1991 between
the Registrant's predecessor (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 reference to Exhibit 4.1 of the
Registrant'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
Registrant'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 SEC 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 Registrant'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
Registrant's Registration Statement on Form 8-B dated
December 12, 1996, File No. 1-03492).
SEQUENTIAL
NUMBERING
EXHIBIT PAGE NO.
------- ----------
4.6 --Form of Common Stock Certificate (incorporated by
reference to Exhibit 4.8 to the Predecessor's
Registration Statement on Form S-3 (File No. 33-65772)
originally filed with the SEC 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 Registrant 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.
+ Previously filed.
EXHIBIT 12.1
HALLIBURTON COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
-----------------------------------------
SIX MONTHS
ENDED
JUNE 30, 1998
UNAUDITED 1997 1996 1995 1994 1993
------------- ------- ------- ------ ------ -------
(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... $427.1 $ 766.3 $ 404.2 $387.8 $297.8 $(132.4)
Add (deduct):
Interest expense...... 23.8 42.4 24.0 46.5 47.4 49.9
Amortization of debt
discount and issue
costs................ 0.2 0.3 0.1 0.6 0.7 0.8
One-third of long-term
fixed rent........... 17.5 35.0 30.7 30.5 46.6 58.3
Equity in income of
joint venture
operations........... (61.2) (124.4) (105.5) (88.4) (93.0) (76.3)
Dividends received
from joint venture
operations........... 3.7 43.6 7.2 7.3 12.0 9.3
------ ------- ------- ------ ------ -------
Total earnings...... $411.1 $ 763.2 $ 360.7 $384.3 $311.5 $ (90.4)
====== ======= ======= ====== ====== =======
Fixed charges:
Interest expense...... $ 23.8 $ 42.4 $ 24.0 $ 46.5 $ 47.4 $ 49.9
Amortization of debt
discount and issue
costs................ 0.2 0.3 0.1 0.6 0.7 0.8
One-third of long-term
fixed rent........... 17.5 35.0 30.7 30.5 46.6 58.3
------ ------- ------- ------ ------ -------
Total fixed charges. $ 41.5 $ 77.7 $ 54.8 $ 77.6 $ 94.7 $ 109.0
====== ======= ======= ====== ====== =======
Ratio of earnings to
fixed charges.......... 9.9 9.8 6.6 5.0 3.3 (a)
====== ======= ======= ====== ====== =======
- --------
(a) Earnings were inadequate to cover fixed charges in 1993 by $199.4 million.
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, 1998 (except with respect to the matter discussed in Note 17, as
to which the date is February 26, 1998) included in Halliburton Company's Form
10-K for the year ended December 31, 1997 and to all references to our firm
included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
September 25, 1998
Dallas, Texas
