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)
MARCH 22, 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 March 22, 2001 registrant issued a press release entitled
"Halliburton to Appeal Court Ruling" pertaining, among other things, to an
announcement that registrant plans to appeal the Delaware Chancery Court ruling
against registrant and its subsidiary, Kellogg Brown & Root, Inc., in litigation
involving Highlands Insurance Group, Inc. The Court ruled that all fixed cost
insurance policies issued by Highlands to Kellogg Brown & Root were terminated
at the time of the spin-off of Highlands from registrant in 1996. Registrant's
legal counsel, Vinson & Elkins LLP, has advised registrant that it is likely
that this ruling will be reversed on appeal to the Delaware Supreme Court since
it is in clear contravention of the provisions of the applicable agreements
between the parties. Kellogg Brown & Root has recorded a receivable due from
Highlands of $50 million as of December 31, 2000, plus an additional several
million dollars since then.
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 March 22, 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: March 22, 2001 By: /s/ Susan S. Keith
--------------------------------
Susan S. Keith
Vice President and Secretary
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EXHIBIT INDEX
Exhibit Description
20 Press Release Dated March 22, 2001
Incorporated by Reference
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FOR IMMEDIATE RELEASE Contact: Guy T. Marcus
March 22, 2001 Vice President-Investor Relations
214/978-2691
HALLIBURTON TO APPEAL COURT RULING
DALLAS, Texas -- Halliburton Company (NYSE:HAL) announced today that
the Delaware Chancery Court issued an opinion yesterday in the pending
litigation between the company and its Kellogg Brown & Root, Inc. subsidiary and
Highlands Insurance Group, Inc. The Court ruled that all of the fixed cost
insurance policies issued by Highlands Insurance Company to Kellogg Brown & Root
were terminated at the time of the spin-off of Highlands from Halliburton in
1996 pursuant to an agreement entered into by Halliburton and Highlands at that
time. This ruling is contrary to Halliburton's interpretation of the provisions
of such agreement and the parties' interpretation of the applicable agreements
for more than four years. Halliburton's legal counsel, Vinson & Elkins LLP, has
advised Halliburton that in its opinion it is likely that this ruling will be
reversed on appeal to the Delaware Supreme Court since it is in clear
contravention of the provisions of the applicable agreements between the
parties. Halliburton plans to file its appeal as soon as possible.
Kellogg Brown & Root has recorded a receivable due from Highlands of
$50 million as of December 31, 2000, plus an additional several million dollars
since then. In the pending litigation Highlands has asserted that it does not
owe such amount and that it is entitled to recover from Kellogg Brown & Root
-more-
Halliburton Company page 2
approximately $6 million that it has paid for claims made under the fixed cost
policies since the spin-off. Most of the amounts involved in this litigation
relate to claims made by third parties against Kellogg Brown & Root for alleged
exposure to asbestos contained in materials used in construction projects
conducted by Kellogg Brown & Root.
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.
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 September 30, 2000 for a more complete discussion of such risk
factors.
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