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)
AUGUST 16, 2000
Halliburton Company
(Exact name of registrant as specified in its charter)
State or other Commission IRS Employer
jurisdiction File Number Identification
of incorporation Number
Delaware 1-3492 No. 75-2677995
3600 Lincoln Plaza
500 North Akard Street
Dallas, Texas 75201-3391
(Address of principal executive offices)
Registrant's telephone number,
including area code - 214/978-2600
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INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events
The registrant may, at its option, report under this item any events,
with respect to which information is not otherwise called for by this form, that
the registrant deems of importance to security holders.
On August 16, 2000 registrant issued a press release entitled
"Halliburton Announces Terms of Cheney Departure," announcing the terms
relating to the departure of Dick Cheney, registrant's chairman of the board
and chief executive officer. Said terms are detailed in Exhibit 20 to this
Current Report. Registrant also announced that Dave Lesar will succeed Mr.
Cheney as registrant's newly appointed chairman, president and chief executive
officer effective August 16, 2000.
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 August 16, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HALLIBURTON COMPANY
Date: August 17, 2000 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
August 16, 2000
Incorporated by Reference
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FOR IMMEDIATE RELEASE Contact: Guy T. Marcus
August 16, 2000 Vice President-Investor Relations
(214) 978-2691
HALLIBURTON ANNOUNCES TERMS OF CHENEY DEPARTURE
DALLAS, Texas - Halliburton Company (NYSE:HAL) announced the following
terms relating to Dick Cheney's departure from the company which were approved
by its board of directors in a special meeting held on July 25, 2000.
o Mr. Cheney will resign as the company's chairman of the board and
chief executive officer effective today.
o Mr. Cheney is over age 55 and qualifies for early retirement under
the company's long-standing retirement policy applicable to all U. S.
employees. His resignation will be treated as an early retirement
for benefit and compensation plan purposes.
o Mr. Cheney elected to resign. No severance benefits will be paid
under his executive employment agreement.
o In connection with his early retirement, the board has approved Mr.
Cheney retaining his previously granted and outstanding stock options
on a total of 1,160,000 shares of Halliburton common stock as
permitted by the agreements covering six separate stock option
grants. Currently, 400,000 of the 1,160,000 option shares are
unvested. Under the terms of his stock option agreements, his
unvested options will continue to vest in accordance with the normal
three-year vesting schedule. Each grant has a 10-year term and the
options under each grant will be exercisable until expiration of the
applicable term. Mr. Cheney's options were granted with exercise
prices equal to the market price of Halliburton's common stock on the
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Halliburton Company page 2
date of each option grant. The prices that Mr. Cheney must pay to
exercise the options range from $21.00 to $54.00 per share.
o The board also approved the lapse of restrictions on 140,000 shares
of previously granted restricted Halliburton common stock in
accordance with the terms of the agreements governing the grant of
these shares.
o Pursuant to the provisions of the company's annual incentive plan,
the board has approved Mr. Cheney receiving a prorated portion of any
annual incentive payment which may be earned for the 2000 plan year.
o Mr. Cheney will be entitled to standard retirement benefits under
Halliburton's qualified retirement and savings plan, which is an
account balance plan, not a pension plan.
o Mr. Cheney will not receive a supplemental retirement benefit
contribution for the 2000 plan year.
These actions follow Halliburton's early retirement practices in
connection with the retirement of other senior executives in recent years. The
company will record approximately $8.5 million of one-time expense during the
third quarter of 2000 related to all the items listed above.
Dave Lesar, who today succeeds Cheney as Halliburton's newly appointed
chairman, president and chief executive officer, said, "Dick Cheney has provided
Halliburton with outstanding leadership during his five years with Halliburton.
He has worked together with the management team to establish corporate
strategies that have strengthened the company's technological and worldwide
presence. Halliburton has benefited from internal restructuring programs and a
number of strategic acquisitions, such as Dresser Industries, Landmark Graphics
Corporation and NUMAR Corporation. Halliburton's shareholders also have
benefited from a 150 percent increase in the value of Halliburton's common stock
price during Dick Cheney's tenure."
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Halliburton Company page 3
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 and Engineering and Construction Group business segments.
The company's World Wide Web site can be accessed at http://www.halliburton.com.
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