SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (date of earliest event reported)
OCTOBER 4, 1999
Halliburton Company
(Exact name of registrant as specified in its charter)
State or other Commission IRS Employer
jurisdiction File Number Identification
of incorporation Number
Delaware 1-3492 No. 75-2677995
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391
(Address of principal executive offices)
Registrant's telephone number,
including area code - 214/978-2600
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INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events
The registrant may, at its option, report under this item any events,
which are not called for by this form, that the registrant deems to be important
to security holders.
On October 4, 1999 registrant issued a press release entitled
Halliburton to Sell Two Joint Ventures, Announces Earnings Outlook pertaining,
among other things, to an announcement that registrant's subsidiary, Dresser
Industries, Inc., has elected to sell its interests in two joint ventures to
Ingersoll-Rand Company for total cash consideration of approximately $1.1
billion. The sales will result in an after-tax gain of approximately $380
million, or $.84 per diluted share, and the gain will be recognized in the 1999
fourth quarter. Registrant will close the sales on December 30, 1999.
Registrant also announced that it expects its 1999 third quarter
earnings to be in the range of $.11 to $.13 per diluted share due, in large
part, to the lower than expected profits of the joint ventures and many of the
other business units of the Dresser Equipment Group.
Item 7. Financial Statements and Exhibits
List below the financial statements, pro forma financial information
and exhibits, if any, filed as part of this report.
(c) Exhibits.
Exhibit 20 - Press release dated October 4, 1999.
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SIGNATURES
As required by the Securities Exchange Act of 1934, the registrant has
authorized this report to be signed on behalf of the registrant by the
undersigned authorized individual.
HALLIBURTON COMPANY
Date: October 5, 1999 By: /s/ Susan S. Keith
------------------------------
Susan S. Keith
Vice President and Secretary
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EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
20 Press Release of 5 of 7
October 4, 1999
Incorporated by Reference
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FOR IMMEDIATE RELEASE Contact: Guy T. Marcus
October 4, 1999 Vice President-Investor Relations
214/978-2691
HALLIBURTON TO SELL TWO JOINT VENTURES,
ANNOUNCES EARNINGS OUTLOOK
DALLAS, Texas -- Halliburton Company (NYSE:HAL) announced today that
its subsidiary Dresser Industries, Inc. (Dresser) has elected to sell its
interests in two joint ventures to Ingersoll-Rand Company (NYSE:IR) for total
cash consideration of approximately $1.1 billion. These sales will result in an
after-tax gain of approximately $380 million, or $ .84 per diluted share, and
the gain will be recognized in the 1999 fourth quarter. The elections have been
made pursuant to the governing agreements of the Dresser-Rand (D-R) and the
Ingersoll Dresser Pump (IDP) joint ventures. Currently, Dresser owns 51 percent
of D-R and 49 percent of IDP, while Ingersoll-Rand owns the remaining interests
in the joint ventures.
Based upon the company's analysis, advice from its independent auditors
and consultation with the SEC, Halliburton has concluded that the sale of the
joint venture interests will not adversely affect the pooling of interests
method of accounting used for the Dresser merger in 1998.
In August 1999, Ingersoll-Rand notified Dresser of its offer to sell
its interests in the two joint ventures and specified the prices at which it
would sell such interests. Pursuant to the governing agreements, Dresser has 60
days in which to make two elections. In the case of D-R, Dresser is required to
elect to purchase Ingersoll-Rand's interest in D-R or sell its D-R interest to
Ingersoll-Rand. In the case of IDP, Dresser is required to elect to purchase
Ingersoll-Rand's interest in IDP or sell its IDP interest to
-more-
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Halliburton Company page 2
Ingersoll-Rand. In each sale, the price is adjusted for differences in the size
of their respective ownership interests. Dresser has now formally notified
Ingersoll-Rand of its election to sell its interests in both joint ventures to
Ingersoll-Rand and to close the sales on December 30, 1999.
The selling price is approximately $595 million for Dresser's 51
percent of D-R and $515 million for its 49 percent of IDP. Simultaneous with the
closings of these sales, Dresser will repay the joint ventures approximately
$220 million of outstanding advances made to Dresser. Net of taxes and all
related costs, these sales will result in a net cash inflow of approximately
$630 million which will be used to repay short-term debt, significantly
strengthening Halliburton's balance sheet, and for other general corporate
purposes.
Dick Cheney, Halliburton Company's chief executive officer, said, "We
wish to thank the employees of Dresser-Rand and Ingersoll Dresser Pump for their
many years of contributions towards Dresser's success and for their exceptional
efforts to make the best of recent difficult market conditions. However, we
believe it is in the best interest of Halliburton's shareholders to take
advantage of this opportunity to exit the D-R and IDP joint venture investments
given the attractive prices offered by Ingersoll-Rand."
The Dresser Equipment Group business segment is now significantly
under-performing Halliburton's expectations, primarily due to poor current and
projected financial performance at D-R and at IDP. D-R is expected to report an
operating loss in the 1999 third quarter, and the entire Dresser Equipment Group
business segment is now forecasting weaker operating results than previously
expected in both the third and fourth quarters of 1999.
The lower than expected profits of the joint ventures and many of the
other business units of the Dresser Equipment Group are significantly affecting
the company's 1999 third quarter earnings. Also impacting results is a decline
-more-
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Halliburton Company page 3
in the downstream Engineering and Construction business segment, offset by
approximately $ 20 million of interest income from a tax refund. The third
quarter earnings of the Energy Services Group segment will remain flat to
slightly up compared to the 1999 second quarter due to continued low spending
levels by the company's energy industry customers. As a result, the company
expects that its 1999 third quarter earnings will be in the range of $.11 to
$.13 per diluted share.
Halliburton Company, founded in 1919, is the world's largest provider
of products and services to the petroleum and energy industries. The company
serves its customers with a broad range of products and services through its
Energy Services Group, Engineering and Construction Group and Dresser Equipment
Group business segments. The company's World Wide Web site can be accessed at
http://www.halliburton.com.
###
NOTE: In accordance with the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995, Halliburton Company cautions that
statements in this press release which are forward looking and which provide
other than historical information, involve risks and uncertainties that may
impact the company's actual results of operations. Please see Halliburton's Form
10-Q for the quarter ended June 30, 1999 for a more complete discussion of such
risk factors.
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