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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)
December 15, 2003
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
1401 McKinney, Suite 2400
Houston, Texas 77010
(Address of principal executive offices)
Registrant's telephone number,
including area code - 713-759-2600
INFORMATION TO BE INCLUDED IN REPORT
Item 9. Regulation FD Disclosure
On December 15, 2003 registrant issued a press release entitled
"Halliburton Completes Debt Exchange Offer."
The text of the press release is as follows:
HALLIBURTON COMPLETES DEBT EXCHANGE OFFER
HOUSTON, Texas--Halliburton (NYSE: HAL) announced today that it has completed
its offer to issue its new 7.6% debentures due 2096 in exchange for a like
amount of 7.60% debentures due 2096 of its subsidiary, DII Industries, LLC. The
offer expired at 5:00 p.m., New York City time, on December 12, 2003. Valid and
unrevoked tenders made prior to the expiration date in an aggregate principal
amount of $294,283,000 (approximately 98% of the outstanding DII Industries
debentures) have been accepted and become irrevocable. Halliburton will issue a
like amount of its 7.6% debentures to the holders who properly tendered their
DII Industries debentures prior to the expiration date. Prior to the closing of
the exchange offer, Halliburton executed a supplemental indenture to the
indenture governing the DII Industries debentures whereby it assumed as a
co-obligor with DII Industries all obligations under the indenture.
The exchange offer was related to DII Industries' solicitation of consents to
amend the indenture governing the DII Industries debentures. As previously
announced, as of 5:00 p.m., New York City time, on October 24, 2003, the consent
payment deadline, DII Industries had received consents from holders of more than
95% of the principal amount of outstanding DII Industries debentures. These
consents have been accepted and become irrevocable, and a supplemental indenture
incorporating the proposed amendments has been executed. The amendments to the
indenture governing the DII Industries debentures have taken effect as of the
time of the closing of the exchange offer. Halliburton will pay the required
consent payment to holders who tendered their DII Industries debentures prior to
the consent payment deadline.
The exchange offer and consent solicitation are subject to the terms and
conditions of the Offering Memorandum and Consent Solicitation Statement dated
October 9, 2003, as amended and supplemented. This announcement amends and
supplements the Offering Memorandum and the related letter of transmittal with
respect to the matters described above. All other terms and conditions of the
Offering Memorandum and the related letter of transmittal remain in full force
and effect.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy securities. The debentures being offered by the company have not
been registered under the United States federal or state securities laws and may
not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements.
Halliburton, founded in 1919, is one of the world's largest providers 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 and Engineering and Construction Groups. The company's World Wide Web
site can be accessed at www.halliburton.com.
NOTE: The statements in this press release that are not historical statements,
including statements regarding future financial performance, are forward-looking
statements within the meaning of the federal securities laws. These statements
are subject to numerous risks and uncertainties, many of which are beyond the
company's control, which could cause actual results to differ materially from
the results expressed or implied by the statements. These risks and
uncertainties include, but are not limited to: legal risks, including the risks
associated with the consummation or non-consummation of the proposed settlement
of asbestos and silica claims, the risks of judgments against the company's
subsidiaries and predecessors in asbestos litigation pending and currently on
appeal, the inability of insurers for asbestos exposures to pay claims or a
delay in the payment of such claims, future asbestos claims defense and
settlement costs, the risks of judgments against the company and its
subsidiaries in other litigation and proceedings, including shareholder
lawsuits, securities laws inquiries, contract disputes, patent infringements and
environmental matters, legislation, changes in government regulations and
adverse reaction to scrutiny involving the company; political risks, including
the risks of unsettled political conditions, war and the effects of terrorism,
foreign operations and foreign exchange rates and controls; liquidity risks,
including the risks of potential reductions in debt ratings, access to credit,
availability and costs of financing and ability to raise capital;
weather-related risks; customer risks, including the risks of changes in capital
spending and claims negotiations; industry risks, including the risks of changes
that affect the demand for or price of oil and/or gas, structural changes in the
industries in which the company operates, risks of fixed-fee projects and risks
of complex business arrangements; systems risks, including the risks of
successful development and installation of financial systems; and personnel and
merger/reorganization/disposition risks, including the risks of increased
competition for employees, successful integration of acquired businesses,
effective restructuring efforts and successful completion of planned
dispositions. Please see Halliburton's Form 10-K for the year ended December 31,
2002 and Form 10-Q for the quarter ended September 30, 2003 for a more complete
discussion of such risk factors.
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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: December 16, 2003 By: /s/ Margaret E. Carriere
------------------------------------
Margaret E. Carriere
Vice President and Secretary