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)
JANUARY 31, 2001
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 January 31, 2001 registrant issued a press release entitled
"Halliburton Announces Agreement to Sell Dresser Equipment Group" pertaining,
among other things, to an announcement that registrant has executed a definitive
agreement to sell its Dresser Equipment Group to an investor group consisting of
First Reserve Corporation, Odyssey Investment Partners, LLC and members of the
existing DEG management team. Total consideration for the transaction is $1.55
billion in cash and assumed liabilities. Registrant expects to recognize a
pretax gain of about $500 million and after tax gain of about $300 million upon
closing. Registrant will receive approximately $1.1 billion in cash after taxes
on the sale of DEG. As part of the terms of the transaction, registrant will
retain a five percent equity interest in DEG after closing.
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 January 31, 2001.
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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: January 31, 2001 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 6
January 31, 2001
Incorporated by Reference
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FOR IMMEDIATE RELEASE Contact: Guy T. Marcus
January 31, 2001 Vice President-Investor Relations
214/978-2691
HALLIBURTON ANNOUNCES AGREEMENT TO SELL
DRESSER EQUIPMENT GROUP
DALLAS, Texas -- Halliburton Company (NYSE:HAL) announced today that it
has executed a definitive agreement to sell the company's Dresser Equipment
Group (DEG) to an investor group consisting of First Reserve Corporation,
Odyssey Investment Partners, LLC and members of the existing DEG management
team.
DEG consists of Dresser Valve Division, Dresser DMD-Roots Division,
Dresser Instrument Division, Dresser Wayne Division and Dresser Waukesha
Division. These businesses manufacture and market equipment used primarily in
the energy, petrochemical, power and transportation industries.
Total consideration for the transaction is $1.55 billion in cash and
assumed liabilities. Subject to adjustments at closing, Halliburton expects to
recognize a pretax gain of about $500 million and after tax gain of about $300
million upon closing. As part of the terms of the transaction, Halliburton will
retain a five percent equity interest in DEG after closing. Halliburton will
receive approximately $1.1 billion in cash after taxes on the sale of DEG.
Dave Lesar, chairman of the board, president and chief executive
officer of Halliburton Company, said, "In the 2000 second quarter we announced
our intention to sell DEG following our determination the business did not
closely fit Halliburton's core businesses and the company's long-term goals and
objectives. The sale of DEG will benefit Halliburton by giving a sharper focus
to both the allocation of the company's resources and to investors' interests in
its core business activities."
-more-
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Halliburton Company page 2
Morgan Stanley Dean Witter & Co. acted as financial advisor to
Halliburton on this matter.
First Reserve Corporation is a leading private equity firm investing
solely in the energy industry with over $1.7 billion under management. First
Reserve's investments include Pride International, National Oilwell, Superior
Energy Services and Chicago Bridge & Iron.
Odyssey Investment Partners LLC is a New York based partnership with
over $700 million under management. The firm makes private equity investments in
management buyouts and other corporate transactions primarily within the
manufacturing, telecom and financial services industries.
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 www.halliburton.com.
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