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)
APRIL 10, 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 April 10, 2001 registrant issued a press release entitled
"Halliburton Completes Sale of Dresser Equipment Group" pertaining, among other
things, to an announcement that registrant has completed the sale of Dresser
Equipment Group (DEG), now called Dresser, Inc., to an investor group consisting
primarily of First Reserve Corporation and Odyssey Investment Partners, LLC. The
value of the sale is $1.55 billion in cash and assumed liabilities. For
registrant, the transaction results in a $500 million pre-tax gain and a $300
million after-tax gain, or $0.69 per share. A subsidiary of registrant will
retain ownership of 5.1 percent of DEG. After adjustments for assumed
liabilities and changes in net assets since the date of the purchase agreement,
registrant received approximately $1.3 billion in net cash proceeds. After
payment of taxes and sale expenses, registrant will net approximately $1.0
billion in cash. All above amounts are subject to adjustments based upon the DEG
balance sheet at 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 April 10, 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: April 10, 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 April 10, 2001
Incorporated by Reference
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FOR IMMEDIATE RELEASE Contact: Guy T. Marcus
April 10, 2001 Vice President-Investor Relations
214/978-2691
Wendy Hall
Media Relations
713-676-5227
HALLIBURTON COMPLETES SALE OF DRESSER EQUIPMENT GROUP
DALLAS, Texas -- Halliburton Company (NYSE:HAL) announced today that it
has completed the sale of Dresser Equipment Group (DEG), now called "Dresser,
Inc.", to an investor group consisting primarily of First Reserve Corporation
and Odyssey Investment Partners, LLC.
The value of this sale is $1.55 billion in cash and assumed
liabilities. For Halliburton the transaction results in a $500 million pre-tax
gain and a $300 million after-tax gain, or $0.69 per share. This gain will be
recognized in the 2001 second quarter. A subsidiary of Halliburton retains
ownership of 5.1 percent of DEG, as part of the transaction. After adjustments
for assumed liabilities and changes in net assets since the date of the purchase
agreement, Halliburton received approximately $1.3 billion in net cash proceeds.
After payment of taxes and sale expenses, Halliburton will net approximately
$1.0 billion in cash. All above amounts are subject to adjustments based upon
the DEG balance sheet at closing.
Dave Lesar, chairman of the board, president and chief executive
officer of Halliburton Company, said, "About a year ago we announced our plan to
-more-
Halliburton Company page 2
sell DEG because its lines of business did not closely fit Halliburton's core
business nor our long-term goals. This sale brings sharper focus on
Halliburton's core business activities. The $1.0 billion of net cash from the
sale will be used to repay short-term debt, including the debt we incurred to
repurchase more than $750 million of our common stock last year, as well as to
support other future activities."
First Reserve Corporation is a leading private equity firm investing
solely in the energy industry with over $2.8 billion under management. First
Reserve's investments include Pride International, National Oilwell, Superior
Energy Services and Chicago Bridge and Iron.
Odyssey Investment Partners LLC is a New York based partnership with
over $760 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 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-K for
the year ended December 31, 2000 for a more complete discussion of such risk
factors.
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